Unassociated Document


    
      


      CREDIT
        AND SECURITY AGREEMENT

       

      THIS
        CREDIT AND SECURITY AGREEMENT ("Agreement")
        is
        made as of October 29, 2007, by ISECURETRAC CORP., a Delaware corporation
        ("Debtor"),
        whose
        principal place of business and chief executive office (as those terms are
        used
        in the Code) is located at 5078 S. 111th Street,
        Omaha, Nebraska 68137, and whose federal taxpayer identification number is
        87-0347787, and whose organizational number issued by the appropriate authority
        of the State of Delaware is 2096427, in favor of CRESTPARK
        LP, INC.
        ("Secured
        Party"),
        whose
        address is c/o Sammons Corporation, 5949 Sherry Lane, Suite 1900,
        Dallas, Texas 75225.

       

      Debtor
        is
        executing a Promissory Note in the original principal amount of $8,491,863.90
        of
        even date herewith in favor of the Secured Party. As security for the
        indebtedness represented thereunder, Debtor hereby agrees with Secured Party
        as
        follows:

       

      1.  Definitions.
        As used
        in this Agreement, the following terms shall have the meanings indicated
        below:

       

      (a)  "Code"
        means
        the Delaware Uniform Commercial Code as in effect in the State of Delaware
        on
        the date of this Agreement or as it may hereafter be amended from time to
        time.

       

      (b)  "Collateral"
        means
        all of the personal property of Debtor, including but not limited to, wherever
        located, and now owned or hereafter acquired:

       

      (i)  All
        "accounts", as defined in the Code (including all contractual rights to receive
        commissions), together with any and all books of account, and agent lists,
        and
        in any case where an account arises from the sale of goods, the interest
        of
        Debtor in such goods.

       

      (ii)  All
        "inventory" as defined in the Code.

       

      (iii)  All
        "commodity accounts" as defined in the Code.

       

      (iv)  All
        cash
        and cash accounts.

       

      (v)  All
        "chattel paper" as defined in the Code.

       

      (vi)  All
        "equipment" as defined in the Code, of whatsoever kind and character now
        or
        hereafter possessed, held, acquired, leased or owned by Debtor and used or
        usable in Debtor's business, and in any event shall include, but shall not
        be
        limited to, all machinery, tools, computer software, office equipment,
        furniture, appliances, furnishings, fixtures, vehicles, motor vehicles, together
        with all replacements, accessories, additions, substitutions and accessions
        to
        all of the foregoing, and all manuals and instructions. To the extent that
        the
        foregoing property is located on, attached to, annexed to, related to, or
        used
        in connection with, or otherwise made a part of, and is or shall become fixtures
        upon, real property, such real property and the record owner thereof (if
        other
        than Debtor) is described on Schedule
        1
        attached
        hereto and made a part hereof.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (vii)  All
        "fixtures" as defined in the Code.

       

      (viii)  All
        "instruments" as defined in the Code (including promissory notes).

       

      (ix)  All
        "investment property" as defined in the Code.

       

      (x)  All
        "documents" as defined in the Code.

       

      (xi)  All
        "deposit accounts" as defined in the Code.

       

      (xii)  All
        "commercial tort claims" as defined in the Code, including but not limited
        to
        all commercial tort claims described on Schedule
        5.

       

      (xiii)  All
        "letters of credit" and "letter of credit rights" as defined in the
        Code.

       

      (xiv)  All
        "general intangibles" as defined in the Code, including all rights in all
        royalty payments, payment intangibles, permits, regulatory approvals,
        copyrights, patents, trademarks, service marks, trade names, mask works,
        goodwill, licenses and all other intellectual property owned by Debtor or
        used
        in Debtor's business.

       

      (xv)  All
        "supporting obligations" as defined in the Code.

       

      (xvi)  All
        Patents, Trademarks, Copyrights, and IP Licenses.

       

      (xvii)  all
        "software" as defined in the Code (for purposes of this Agreement "Software"
        also consists of all (A) computer programs and supporting information
        provided in connection with a transaction relating to the program, and
        (B) computer programs embedded in goods and any supporting information
        provided in connection with a transaction relating to the program whether
        or not
        the program is associated with the goods in such a manner that it customarily
        is
        considered part of the goods, and whether or not, by becoming the owner of
        the
        goods, a person acquires a right to use the program in connection with the
        goods, and whether or not the program is embedded in goods that consist solely
        of the medium in which the program is embedded).

       

      (xviii)  All
        records relating in any way to the foregoing and following (including, without
        limitation, any computer software, whether on tape, disk, card, strip, cartridge
        or any other form).

       

      (xix)  All
        royalty payments.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      (xx)  All
        securities, including all Pledged Equity Interests.

       

      (xxi)  Collateral
        also includes all PRODUCTS and PROCEEDS of all of the foregoing (including
        without limitation, insurance payable by reason of loss or damage to the
        foregoing property) and any property, securities, guaranties or monies of
        Debtor
        which may at any time come into the possession of Secured Party. The designation
        of proceeds does not authorize Debtor to sell, transfer or otherwise convey
        any
        of the foregoing property except as otherwise provided herein or in the other
        Loan Documents.

       

      (c)  "Copyright
        License"
        means
        any agreement, now or hereafter in effect, granting any right to any third
        party
        under any Copyright now or hereafter owned by Debtor or which Debtor otherwise
        has the right to license, or granting any right to Debtor under any Copyright
        now or hereafter owned by any third party, and all rights of Debtor under
        any
        such agreement.

       

      (d)  "Copyrights"
        means
(i) all
        copyright rights in any work subject to the copyright laws of any governmental
        authority, whether as author, assignee, transferee, or otherwise, (ii) all
        registrations and applications for registration of any such copyright in
        any
        governmental authority, including registrations, recordings, supplemental
        registrations, and pending applications for registration in any jurisdiction,
        and (iii) all
        rights to use and/or sell any of the foregoing.

       

      (e)  "Debtor
        Relief Laws"
        means
        the Bankruptcy Code of the United States of America and all other liquidation,
        conservatorship, bankruptcy, assignment for the benefit of creditors,
        moratorium, rearrangement, receivership, insolvency, reorganization, or similar
        debtor relief laws of the United States or other applicable jurisdictions
        from
        time to time in effect and affecting the rights of creditors
        generally.

       

      (f)  "Indebtedness"
        means
(i) all
        indebtedness, obligations and liabilities of Debtor to Secured Party of any
        kind
        or character, now existing or hereafter arising, whether direct, indirect,
        related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several
        or joint and several (excluding only indebtedness originally payable to or
        in
        favor of a person other than Secured Party and subsequently acquired by Secured
        Party), including without limitation all indebtedness, obligations and
        liabilities of Debtor to Secured Party now existing or hereafter arising
        by
        note, draft, acceptance, guaranty, endorsement, letter of credit, assignment,
        purchase, overdraft, discount, indemnity agreement or otherwise, (ii) all
        obligations now or hereafter existing of Debtor under the Note and each other
        Loan Document (including, but not limited to, the Obligations), (iii) all
        accrued but unpaid interest (including all interest that would accrue but
        for
        the existence of a proceeding under any Debtor Relief Laws) on any of the
        indebtedness described in this definition of "Indebtedness," (iv) all
        obligations of Debtor to Secured Party under any documents evidencing, securing,
        governing and/or pertaining to all or any part of the indebtedness described
        in
        this definition of "Indebtedness," (v) all
        costs and expenses incurred by Secured Party in connection with the collection
        and administration of all or any part of the indebtedness and obligations
        described in this definition of "Indebtedness" or the protection or preservation
        of, or realization upon, the collateral securing all or any part of such
        indebtedness and obligations, including without limitation all reasonable
        attorneys' fees, and (vi) all
        renewals, extensions, modifications and rearrangements of the indebtedness
        and
        obligations described in this definition of "Indebtedness".

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      (g)  "IP License"
        means
        any Patent License, Trademark License, Copyright License, or other similar
        license or sublicense.

       

      (h)  "Loan
        Documents"
        means
        all documents executed in connection with the Note, as each may be amended,
        restated or modified.

       

      (i)  "Note"
        means
        that certain Promissory Note executed by Debtor in favor of Secured Party
        dated
        as of even date herewith in the original principal amount of $8,491,863.90,
        as
        it may be amended, restated or modified.

       

      (j)  "Patent
        License"
        means
        any agreement, now or hereafter in effect, granting to any third party any
        right
        to make, use or sell any invention on which a Patent, now or hereafter owned
        by
        Debtor or which Debtor otherwise has the right to license, is in existence,
        or
        granting to Debtor any right to make, use or sell any invention on which
        a
        Patent, now or hereafter owned by any third party, is in existence, and all
        rights of Debtor under any such agreement.

       

      (k)  "Patents"
        means
(i)
        all
        letters patent of any governmental authority, all registrations and recordings
        thereof, and all applications for letters patent of any governmental authority,
        and (ii) all
        reissues, continuations, divisions, continuations-in-part, renewals, or
        extensions thereof, and the inventions disclosed or claimed therein, including
        the right to make, use and/or sell the inventions disclosed or claimed
        therein.

       

      (l)  "Permitted
        Liens"
        means
        liens covering certain of the Debtor's assets as set forth on Schedule 10
        hereto.

       

      (m)  "Pledged
        Equity Interests"
        shall
        mean all Pledged Stock, Pledged LLC Interests and Pledged Partnership
        Interests.

       

      (n)  "Pledged
        LLC Interests"
        shall
        mean all interests of the Debtor in any limited liability company and the
        certificates, if any, representing such limited liability company interests
        and
        any interest of the Debtor on the books and records of such limited liability
        company or on the books and records of any Securities Intermediary pertaining
        to
        such interest and all dividends, distributions, cash, warrants, rights, options,
        instruments, securities and other property or proceeds from time to time
        received, receivable or otherwise distributed in respect of or in exchange
        for
        any or all of such limited liability company interests.

       

      (o)  "Pledged
        Partnership Interests"
        shall
        mean all interests of the Debtor in any general partnership, limited
        partnership, limited liability partnership or other partnership and the
        certificates, if any, representing such partnership interests and any interest
        of the Debtor on the books and records of such partnership or on the books
        and
        records of any Securities Intermediary pertaining to such interest and all
        dividends, distributions, cash, warrants, rights, options, instruments,
        securities and other property or proceeds from time to time received, receivable
        or otherwise distributed in respect of or in exchange for any or all of such
        partnership interests.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      (p)  "Pledged
        Stock"
        shall
        mean all shares of capital stock owned by the Debtor and the certificates,
        if
        any, representing such shares and any interest of the Debtor in the entries
        on
        the books of the issuer of such shares or on the books of any Securities
        Intermediary pertaining to such shares, and all dividends, distributions,
        cash,
        warrants, rights, options, instruments, securities and other property or
        proceeds from time to time received, receivable or otherwise distributed
        in
        respect of or in exchange for any or all of such shares.

       

      (q)  "Securities
        Intermediary"
        means
        (a) a clearing corporation, or (b) a person, including a bank or
        broker, that in the ordinary course of its business maintains securities
        accounts for others and is acting in that capacity.

       

      (r)  "Security"
        means
        all right, title, and interest of the Debtor (in each case whether now or
        hereafter existing, owned, arising, or acquired) in and to any obligations
        of an
        issuer or any shares, participations or other interests in an issuer or in
        property or an enterprise of an issuer which (a) are represented by a
        certificate representing a security in bearer or registered form, or the
        transfer of which may be registered upon books maintained for that purpose
        by or
        on behalf of the issuer, (b) are one of a class or series or by its terms
        is divisible into a class or series of shares, participations, interests
        or
        obligations, and (c)(i) are, or are of a type, dealt with or traded on
        securities exchanges or securities markets or (ii) are a medium for
        investment and by their terms expressly provide that they are a security
        governed by Chapter 8 of the UCC.

       

      (s)  "Trademark
        License"
        means
        any agreement, now or hereafter in effect, granting to any third party any
        right
        to use any Trademark now or hereafter owned by Debtor or which Debtor otherwise
        has the right to license, or granting to Debtor any right to use any Trademark
        now or hereafter owned by any third party, and all rights of Debtor under
        any
        such agreement.

       

      (t)  "Trademarks"
        means
(i) all
        trademarks, service marks, trade names, corporate names, company names, business
        names, fictitious business names, trade styles, trade dress, logos, other
        source
        or business identifiers, designs and general intangibles of like nature,
        all
        registrations and recordings thereof, and all registration and recording
        applications filed with any governmental authority in connection therewith,
        and
        all extensions or renewals thereof, (ii) all
        goodwill associated therewith or symbolized thereby, (iii) all
        other assets, rights and interests that uniquely reflect or embody such
        goodwill, and (iv) all
        rights to use and/or sell any of the foregoing.

       

      All
        words
        and phrases used herein which are expressly defined in Section 1.201 or
        Article 9 of the Code shall have the meaning provided for therein. Other
        words
        and phrases defined elsewhere in the Code shall have the meaning specified
        therein except to the extent such meaning is inconsistent with a definition
        in
        Section 1.201 or Article 9 of the Code.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      2.  Security
        Interest.
        As
        security for the Indebtedness, Debtor, for value received, hereby pledges
        and
        grants to Secured Party a continuing security interest in the
        Collateral.

       

      3.  Representations
        and Warranties.
        In
        addition to any representations and warranties of Debtor set forth in the
        Loan
        Documents, which are incorporated herein by this reference, Debtor hereby
        represents and warrants the following to Secured Party:

       

      (a)  Authority.
        The
        execution, delivery and performance of this Agreement and all of the other
        Loan
        Documents by Debtor have been duly authorized by all necessary corporate
        action
        of Debtor.

       

      (b)  Accuracy
        of Information.
        All
        information contained herein with respect to the Collateral is true and correct
        in all material respects. The exact legal name and federal taxpayer
        identification number of Debtor are correctly shown in the first paragraph
        hereof.

       

      (c)  Enforceability.
        This
        Agreement and the other Loan Documents constitute legal, valid and binding
        obligations of Debtor, enforceable in accordance with their respective terms,
        except as limited as to enforcement of remedies by Debtor Relief Laws and
        except
        to the extent specific remedies may generally be limited by equitable
        principles.

       

      (d)  Ownership
        and Liens.
        Debtor
        has good and marketable title to the Collateral free and clear of all liens
        or
        adverse claims, except for Permitted Liens. No dispute, right of setoff,
        counterclaim or defense exists with respect to all or any part of the
        Collateral. Debtor has not executed any other security agreement currently
        affecting the Collateral and no effective financing statement or other
        instrument similar in effect covering all or any part of the Collateral is
        on
        file in any recording office except as may have been executed or filed in
        favor
        of Secured Party or except with respect to Permitted Liens. Debtor has not
        been
        a party to a securitization or similar transaction involving assets of Debtor
        during the preceding two years.

       

      (e)  No
        Conflicts or Consents.
        Neither
        the ownership, the intended use of the Collateral by Debtor, the grant of
        the
        security interest by Debtor to Secured Party herein nor the exercise by Secured
        Party of its rights or remedies hereunder, will (i)
        conflict
        with any provision of (A) any material law, (B) the articles or certificate
        of
        incorporation or bylaws of Debtor, or (C) any material agreement, judgment,
        license, order or permit applicable to or binding upon Debtor, or (ii)
        result
        in or require the creation of any lien upon any assets or properties of Debtor
        or of any person except as may be expressly contemplated in the Loan Documents.
        Except as expressly contemplated in the Loan Documents, no consent, approval,
        authorization or order of, and no notice to or filing with, any governmental
        authority or other person is required in connection with the grant by Debtor
        of
        the security interest herein or the exercise by Secured Party of its rights
        and
        remedies hereunder.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      (f)  Security
        Interest.
        Debtor
        has and will have at all times full right, power and authority to grant a
        security interest in the Collateral to Secured Party in the manner provided
        herein, free and clear of any lien or other charge or encumbrance (other
        than
        Permitted Liens). This Agreement creates a legal, valid and binding security
        interest in favor of Secured Party in the Collateral securing the Indebtedness.
        To the extent permitted in the Code, possession by Secured Party of all
        certificates, instruments and cash constituting Collateral from time to time
        and/or the filing of the financing statements delivered prior hereto and/or
        concurrently herewith by Debtor to Secured Party will perfect and establish
        the
        first priority of Secured Party's security interest hereunder in the Collateral,
        except with respect to those assets covered by Permitted Liens. Upon the
        filing
        of a financing statement describing the Collateral with the Uniform Commercial
        Code central filing officer of the jurisdiction of Debtor's location, the
        security interest granted pursuant to this Agreement shall be perfected and
        prior to all other liens (other than Permitted Liens) therein (to the extent
        such security interest can be perfected by the filing of a financing
        statement).

       

      (g)  Location/Identity.
        Debtor's principal place of business and chief executive office (as those
        terms
        are used in the Code), as the case may be, is located at the address set
        forth
        on the first page hereof. Except as specified elsewhere herein, all Collateral
        and records concerning the Collateral shall be kept at such address. Debtor's
        entity type, state of organization, and organizational identification number
        issued by the appropriate authority of the State of Delaware (the
        "Organizational Information") are as set forth in the first page hereof.
        Debtor
        is not organized in more than one jurisdiction. Except as provided herein,
        the
        Organizational Information shall not change. During the preceding three years,
        Debtor has not had or operated under any name other than its name as stated
        on
        the signature page of this Agreement, has not been organized under the laws
        of
        any jurisdiction other than Delaware, has not been organized as any type
        of
        entity other than a corporation and the chief executive office of Debtor
        has not
        been located at any address other than as set forth on the first page
        hereof.

       

      (h)  Creditors.
        Debtor
        is not entering into this Agreement or any other Loan Document to which Debtor
        is a party or its property is subject with the intent of hindering, delaying
        or
        defrauding any creditor.

       

      (i)  Compliance
        with Environmental Laws.
         Debtor is conducting Debtor's businesses in material compliance with all
        applicable federal, state and local laws, orders, determinations and court
        decisions, including all environmental laws.

       

      (j)  Inventory.
        The
        security interest in the inventory shall continue through all stages of
        manufacture and shall, without further action, attach to the accounts or
        other
        proceeds resulting from the sale or other disposition thereof and to all
        such
        inventory as may be returned to Debtor by its account debtors.

       

      (k)  Accounts.
        Each
        account represents the valid and legally binding indebtedness of a bona fide
        account debtor arising from the sale or lease by Debtor of goods or the
        rendition by Debtor of services and is not subject to contra accounts, setoffs,
        defenses or counterclaims by or available to account debtors obligated on
        the
        accounts except as disclosed by Debtor to Secured Party from time to time
        in
        writing. The amount shown as to each account on Debtor's books is the true
        and
        undisputed amount owing and unpaid thereon, subject only to discounts,
        allowances, rebates, credits and adjustments to which the account debtor
        has a
        right and which have been disclosed to Secured Party in writing.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      (l)  Chattel
        Paper, Documents and Instruments.
        The
        chattel paper, documents and instruments of Debtor pledged hereunder have
        only
        one original counterpart and no party other than Debtor or Secured Party
        is in
        actual or constructive possession of any such chattel paper, documents or
        instruments. No chattel paper is electronic chattel paper.

       

      (m)  Patents.
        Schedule
        2
        includes
        a complete and correct list of each Patent in which Debtor has any interest
        (whether as owner, licensee, or otherwise), including the name of the registered
        owner, the nature of Debtor's interest, the Patent registration number, the
        date
        of Patent issuance, and the country issuing the Patent.

       

      (n)  Patent
        Applications.
        Schedule
        2
        also
        includes a complete and correct list of each Patent application in which
        Debtor
        has any interest (whether as owner, licensee, or otherwise), including the
        name
        of the person applying to be the registered owner, the nature of Debtor's
        interest, the Patent application number, the date of Patent filing, and the
        country with which the Patent application was filed.

       

      (o)  Trademarks.
        Schedule
        3
        is a
        complete and correct list of each Trademark in which Debtor has any interest
        (whether as owner, licensee, or otherwise), including the name of the registered
        owner, the nature of Debtor's interest, the registered Trademark, the Trademark
        registration number, the international class covered, the goods and services
        covered, the date of Trademark registration, and the country registering
        the
        Trademark.

       

      (p)  Trademark
        Applications.
        Schedule
        3
        also
        includes a complete and correct list of each Trademark application in which
        Debtor has any interest (whether as owner, licensee, or otherwise), including
        the name of the person applying to be the registered owner, the nature of
        Debtor's interest, the Trademark the subject of the application, the Trademark
        application serial number, the international class covered, the goods and
        services covered, the date of Trademark application filing, and the country
        with
        which the Trademark application was filed.

       

      (q)  Copyrights.
        Schedule
        4
        includes
        a complete and correct list of each Copyright in which Debtor has any interest
        (whether as owner, licensee, or otherwise), including the name of the registered
        owner, the nature of Debtor's interest, the registered Copyright, the date
        of
        Copyright issuance, and the country issuing the Copyright.

       

      (r)  Copyright
        Applications.
        Schedule
        4
        also
        includes a complete and correct list of each Copyright application in which
        Debtor has any interest (whether as owner, licensee, or otherwise), including
        the name of the person applying to be the registered owner, the nature of
        Debtor's interest, the Copyright the subject of the application, the date
        of
        Copyright application filing, and the country with which the Copyright
        application was filed.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      (s)  Commercial
        Tort Claims.
        Schedule
        5
        is a
        complete and correct list of all commercial tort claims in which Debtor has
        any
        interest, including the complete case name or style, the case number, and
        the
        court or other governmental authority in which the case is pending.

       

      (t)  Deposit
        Accounts.
        Schedule
        6
        is a
        complete and correct list of all deposit accounts maintained by or in which
        Debtor has any interest and correctly describes the bank in which such account
        is maintained (including the specific branch), the street address (including
        the
        specific branch) and ABA number of such bank, the account number, and account
        type.

       

      (u)  Commodity
        Accounts.
        Schedule
        7
        includes
        a complete and correct list of all commodity accounts in which Debtor has
        any
        interest, including the complete name and identification number of the account,
        a description of the governing agreement, and the name and street address
        of the
        commodity intermediary maintaining the account.

       

      (v)  Securities
        Accounts.
        Schedule
        7
        also
        includes a complete and correct list of all securities accounts in which
        Debtor
        has any interest, including the complete name and identification number of
        the
        account, a description of the governing agreement, and the name and street
        address of the securities intermediary maintaining the account.

       

      (w)  Letters
        of Credit.
        Schedule
        8
        is a
        complete and correct list of all letters of credit in which Debtor has any
        interest (other than solely as an applicant) and correctly describes the
        bank
        which issued the letter of credit, and the letter of credit's number, issue
        date, expiry, and face amount.

       

      (x)  Equity
        Interests.
        Schedule 9
        is a
        complete and correct list of all the issued and outstanding stock, partnership
        interests, limited liability company membership interests, or other equity
        interest owned by the Debtor and the record and beneficial owners of such
        stock,
        partnership interests, membership interests or other equity interests. All
        of
        the Pledged Equity Interests have been duly and validly issued, and the Pledged
        Stock is fully paid and nonassessable. All of the Pledged Equity Interests
        consisting of certificated securities have been delivered to the Secured
        Party.
        Other than Pledged Partnership Interests and Pledged LLC Interests constituting
        general intangibles, there are no Pledged Equity Interests other than that
        represented by certificated securities in the possession of the Secured Party.
        There are no restrictions in any organization document governing any Pledged
        Equity Interest or any other document related thereto which would limit or
        restrict (i) the grant of a lien in the Pledged Equity Interests,
        (ii) the perfection of such lien or (iii) the exercise of remedies in
        respect of such perfected lien in the Pledged Equity Interests as contemplated
        by this Agreement. Upon the exercise of remedies in respect of Pledged
        Partnership Interests and Pledged LLC Interests, a transferee or assignee
        of a
        partnership interests or membership interest, as the case may be, of such
        partnership or limited liability company, as the case may be, shall become
        a
        partner or member, as the case may be, of such partnership or limited liability
        company, as the case may be, entitled to participate in the management thereof
        and, upon the transfer of the entire interest of the Debtor, the Debtor ceases
        to be a partner or member, as the case may be.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      4.  Affirmative
        Covenants.
        In
        addition to all covenants and agreements of Debtor set forth in the Loan
        Documents, which are incorporated herein by this reference, Debtor will comply
        with the covenants contained in this Section
        4
        at all
        times during the period of time this Agreement is effective unless Secured
        Party
        shall otherwise consent in writing.

       

      (a)  Ownership
        and Liens.
        Debtor
        will maintain good and marketable title to all Collateral free and clear
        of all
        liens or adverse claims, except for the security interest created by this
        Agreement and the security interests and other encumbrances expressly permitted
        herein or by the other Loan Documents (including any Permitted Liens). Debtor
        will not permit any dispute, right of setoff, counterclaim or defense to
        exist
        with respect to all or any part of the Collateral. Debtor will cause any
        financing statement or other security instrument with respect to the Collateral
        to be terminated, except as may exist or as may have been filed in favor
        of
        Secured Party or as permitted under this Agreement. Debtor hereby irrevocably
        appoints Secured Party as Debtor's attorney-in-fact, such power of attorney
        being coupled with an interest, with full authority in the place and stead
        of
        Debtor and in the name of Debtor or otherwise, for the purpose of terminating
        any financing statements currently filed with respect to the Collateral except
        with respect to Permitted Liens. Debtor will defend at its expense Secured
        Party's right, title and security interest in and to the Collateral against
        the
        claims of any third party.

       

      (b)  Further
        Assurances.
        Debtor
        will from time to time at its expense promptly execute and deliver all further
        instruments and documents and take all further action necessary or appropriate
        or that Secured Party may request in order (i) to perfect and protect the
        security interest created or purported to be created hereby and the first
        priority of such security interest, (ii) to enable Secured Party to exercise
        and
        enforce its rights and remedies hereunder in respect of the Collateral, and
        (iii) to otherwise effect the purposes of this Agreement, including without
        limitation: (A) executing (if requested) and filing such financing or
        continuation statements, or amendments thereto; and (B) furnishing (if
        requested) to Secured Party from time to time statements and schedules further
        identifying and describing the Collateral and such other reports in connection
        with the Collateral, all in reasonable detail satisfactory to Secured
        Party.

       

      (c)  Inspection
        of Collateral.
        Debtor
        will keep adequate records concerning the Collateral. Debtor will permit
        Secured
        Party and all representatives and agents appointed by Secured Party to inspect
        any of the Collateral and the books and records of or relating to the Collateral
        at any time.

       

      (d)  Payment
        of Taxes; Claims.
        Debtor
        will timely pay all property and other taxes, assessments and governmental
        charges or levies and all other claims imposed upon the Collateral or any
        part
        thereof. Notwithstanding any other provision contained in this subsection,
        Secured
        Party may at its discretion exercise its rights under subsection 6(c)
        of this
        Agreement at any time to pay such taxes, assessments, governmental charges,
        interest, costs and penalties.

       

      (e)  Mortgagee's
        and Landlord's Waivers.
        If
        required by the Secured Party, Debtor shall use its best efforts to cause
        each
        mortgagee of real property owned by Debtor and each landlord of real property
        leased by Debtor to execute and deliver agreements satisfactory in form and
        substance to Secured Party by which such mortgagee or landlord waives or
        subordinates any rights it may have in the Collateral.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      (f)  Control
        Agreements.
        Debtor
        will cooperate with Secured Party in obtaining a control agreement in form
        and
        substance satisfactory to Secured Party with respect to Collateral consisting
        of:

       

      (i)  Deposit
        accounts;

       

      (ii)  Investment
        property;

       

      (iii)  Letter-of-credit
        rights; and

       

      (iv)  Electronic
        chattel paper.

       

      (g)  Condition
        of Goods.
        Debtor
        will maintain, preserve, protect and keep all Collateral which constitutes
        goods
        in good condition, repair and working order and will cause such Collateral
        to be
        used and operated in good and workmanlike manner, in accordance with applicable
        laws and in a manner which will not make void or cancelable any insurance
        with
        respect to any material portion of such Collateral. Debtor will promptly
        make or
        cause to be made all repairs, replacements and other improvements to or in
        connection with the Collateral which Secured Party may reasonably request
        from
        time to time.

       

      (h)  Insurance.
        Debtor
        will, at its own expense, maintain insurance with respect to all Collateral
        in a
        manner in which similarly situated entities maintain insurance. If requested
        by
        Secured Party, each policy for property damage insurance shall provide for
        all
        losses to be paid directly to Secured Party. If requested by Secured Party,
        each
        policy of insurance maintained by Debtor shall (i) name
        Debtor and Secured Party as insured parties thereunder (without any
        representation or warranty by or obligation upon Secured Party) as their
        interests may appear, (ii)
        contain
        the agreement by the insurer that any loss thereunder shall be payable to
        Secured Party notwithstanding any action, inaction or breach of representation
        or warranty by Debtor, (iii) provide
        that there shall be no recourse against Secured Party for payment of premiums
        or
        other amounts with respect thereto, and (iv) provide
        that at least thirty (30) days prior written notice of cancellation or of
        lapse
        shall be given to Secured Party by the insurer. Debtor will, if requested
        by
        Secured Party, deliver to Secured Party original or duplicate policies of
        such
        insurance and, as often as Secured Party may reasonably request, a report
        of a
        reputable insurance broker with respect to such insurance. Debtor will also,
        at
        the request of Secured Party, duly execute and deliver instruments of assignment
        of such insurance policies and cause the respective insurers to acknowledge
        notice of such assignment. All insurance payments in respect of loss of or
        damage to any Collateral shall be paid to Secured Party.

       

      (i)  Accounts
        and General Intangibles.
        Debtor
        will, except as otherwise provided in subsection 6(e)
        of this
        Agreement, collect, at Debtor's own expense, all amounts due or to become
        due
        under each of the accounts and general intangibles. In connection with such
        collections, Debtor may and, at Secured Party's direction, will take such
        action
        not otherwise forbidden by subsection 5(e)
        of this
        Agreement as Debtor or Secured Party may reasonably deem necessary or advisable
        to enforce collection or performance of each of the accounts and general
        intangibles. Debtor will also duly perform and cause to be performed all
        of its
        obligations with respect to the goods or services, the sale or lease or
        rendition of which gave rise or will give rise to each account and all of
        its
        obligations to be performed under or with respect to the general intangibles.
        Debtor also covenants and agrees to take any action and/or execute any documents
        that Secured Party may reasonably request in order to comply with the Federal
        Assignment of Claims Act, as amended.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      (j)  Chattel
        Paper, Documents and Instruments.
        Debtor
        will take such action as may be requested by Secured Party in order to cause
        any
        chattel paper, documents or instruments to be valid and enforceable and will
        cause all chattel paper to have only one original counterpart. Upon request
        by
        Secured Party, Debtor will deliver to Secured Party all originals of chattel
        paper, documents or instruments and will mark all chattel paper with a legend
        indicating that such chattel paper is subject to the security interest granted
        hereunder.

       

      (k)  Delivery
        of Security Collateral.
        All
        certificates constituting or evidencing the Collateral shall be delivered
        to and
        held by or on behalf of the Secured Party pursuant hereto and shall be in
        suitable form for transfer by delivery, or shall be accompanied by undated
        and
        duly executed instruments of transfer or assignment in blank, all in form
        and
        substance reasonably satisfactory to the Secured Party. If an Event of Default
        exists, the Secured Party has the right, without notice to the Debtor, to
        transfer to or to register in the name of the Secured Party or any of its
        nominees any or all of such Collateral. In addition, the Secured Party has
        the
        right at any time, with the consent of the Debtor prior to an Event of Default,
        to exchange certificates or instruments representing or evidencing Collateral
        for certificates or instruments of smaller or larger denominations.

       

      (l)  Patents,
        Trademarks, and Copyrights.

       

      (i)  Debtor
        shall use commercially reasonable means to cause fully executed security
        agreements in the form of this Agreement and containing a description of
        all
        Collateral consisting of Patents, Trademarks, Copyrights, and IP Licenses
        to be recorded by the United States Patent and Trademark Office within three
        months after the execution of this Agreement with respect to United States
        Patents and Trademarks and by the United States Copyright Office within one
        month after the execution of this Agreement with respect to United States
        registered Copyrights, and otherwise as may be required pursuant to the laws
        of
        any other necessary jurisdiction, to protect the validity of and to establish
        a
        legal, valid, and perfected security interest in favor of Secured Party in
        respect of all Collateral consisting of Patents, Trademarks, Copyrights,
        and
        IP Licenses in which a security interest may be perfected by filing,
        recording, or registration in the United States and its territories and
        possessions, or in any other necessary jurisdiction, and no further or
        subsequent filing, refiling, recording, rerecording, registration, or
        reregistration is necessary (other than such actions as are necessary to
        perfect
        the security interest with respect to any Collateral consisting of Patents,
        Trademarks, Copyrights, and IP Licenses (or registration or application for
        registration thereof) acquired or developed after the date hereof).

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      (ii)  Debtor
        (either itself or through licensees or sublicensees) will not do any act,
        or
        omit to do any act, whereby any Patent which is material to the conduct of
        Debtor's business may become invalidated or dedicated to the public, and
        shall
        continue to mark any products covered by a Patent with the relevant patent
        number as necessary and sufficient to establish and preserve its maximum
        rights
        under applicable laws.

       

      (iii)  Debtor
        (either itself or through licensees or sublicensees) will, for each Trademark
        material to the conduct of Debtor's business, (A) maintain
        such Trademark in full force free from any claim of abandonment or invalidity
        for non-use, (B) maintain
        the quality of products and services offered under such Trademark, (C) display
        such Trademark with notice of United States federal or foreign registration
        to
        the extent necessary and sufficient to establish and preserve its maximum
        rights
        under applicable law, and (D) not
        use or permit the use of such Trademark in violation of any third party
        rights.

       

      (iv)  Debtor
        (either itself or through licensees or sublicensees) will, for each work
        covered
        by a Copyright material to the conduct of Debtor's business, continue to
        publish, reproduce, display, adopt, and distribute the work with appropriate
        copyright notice as necessary and sufficient to establish and preserve its
        maximum rights under applicable laws.

       

      (v)  In
        no
        event shall Debtor, either itself or through any agent, employee, licensee,
        or
        designee, file an application for any Patent, Trademark, or Copyright (or
        for
        the registration of any Patent, Trademark or Copyright) with the United States
        Patent and Trademark Office, United States Copyright Office, or any governmental
        authority in any jurisdiction, unless it promptly informs Secured Party,
        and,
        upon request of Secured Party, executes and delivers any and all agreements,
        instruments, documents, and papers as Secured Party may reasonably request
        to
        evidence Secured Party's security interest in such Patent, Trademark, or
        Copyright, and Debtor hereby appoints Secured Party as its attorney-in-fact
        to
        execute and file such writings for the foregoing purposes.

       

      (m)  Legal
        Opinion.
        Contemporaneously with the execution of this Agreement, the Debtor's counsel
        shall provide an opinion in a form acceptable to the Secured Party and its
        counsel that each of the Loan Documents have been duly authorized, are valid
        and
        binding instruments enforceable against the Debtor in accordance with their
        respective terms, except as may be limited by applicable bankruptcy, insolvency,
        reorganization, arrangement, moratorium or other similar laws affecting
        creditors' rights generally, and subject to general equity principles and
        principles of public policy.

       

      5.  Negative
        Covenants.
        Debtor
        will comply with the covenants contained in this Section 5 at all times during
        the period of time this Agreement is effective, unless Secured Party shall
        otherwise consent in writing.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      (a)  Transfer
        or Encumbrance.
        Except
        in the ordinary course of the Debtor's business, Debtor will not (i)
        sell,
        assign (by operation of law or otherwise), transfer, exchange, lease or
        otherwise dispose of any of the Collateral, (ii) grant
        a lien or security interest in or execute, authorize, file or record any
        financing statement or other security instrument with respect to the Collateral
        to any party other than Secured Party, or (iii) deliver
        actual or constructive possession of any of the Collateral to any party other
        than Secured Party. 

       

      (b)  Impairment
        of Security Interest.
        Debtor
        will not take or fail to take any action which would in any manner impair
        the
        value or enforceability of Secured Party's security interest in any
        Collateral.

       

      (c)  Possession
        of Collateral.
        Debtor
        will not cause or permit the removal of any Collateral from its possession,
        control and risk of loss, nor will Debtor cause or permit the removal of
        any
        Collateral (or records concerning the Collateral) from the address on the
        first
        page hereof other than (i) as
        permitted by Subsection 5(a),
        or
(ii) in
        connection with the possession of any Collateral by Secured Party or by its
        bailee. Upon the Secured Party's request, if any Collateral is in the possession
        of a third party, Debtor will join with Secured Party in notifying the third
        party of Secured Party's security interest therein and obtaining an
        acknowledgment from the third party that it is holding the Collateral for
        the
        benefit of Secured Party.

       

      (d)  Goods.
        Debtor
        will not permit any Collateral which constitutes goods to at any time
(i) be
        covered by any document except documents in the possession of the Secured
        Party,
(ii) become
        so related to, attached to or used in connection with any particular real
        property so as to become a fixture upon such real property, or (iii) be
        installed in or affixed to other goods so as to become an accession to such
        other goods unless such other goods are subject to a perfected first priority
        security interest under this Agreement.

       

      (e)  Compromise
        of Collateral.
        Debtor
        will not adjust, settle, compromise, amend or modify any Collateral, except
        an
        adjustment, settlement, compromise, amendment or modification in good faith
        and
        in the ordinary course of business; provided, however, this exception shall
        automatically terminate if an Event of Default exists or upon Secured Party's
        written request. Debtor shall provide to Secured Party such information
        concerning (i)
        any
        adjustment, settlement, compromise, amendment or modification of any Collateral,
        and (ii)
        any
        claim asserted by any account debtor for credit, allowance, adjustment, dispute,
        setoff or counterclaim, as Secured Party may request from time to
        time.

       

      (f)  Financing
        Statement Filings.
        Debtor
        recognizes that financing statements pertaining to the Collateral have been
        or
        may be filed in one or more of the following jurisdictions: the location
        of
        Debtor's principal place of business, the location of Debtor's chief executive
        office, or other such place as the Debtor may be "located" under the provisions
        of the Code or where Debtor maintains any Collateral, or has its records
        concerning any Collateral, as the case may be. Without limitation of any
        other
        covenant herein, Debtor will neither cause or permit any change in the location
        of (i) any
        Collateral, (ii) any
        records concerning any Collateral, or (iii) Debtor's
        principal place of business, or the location of Debtor's chief executive
        office,
        as the case may be, to a jurisdiction other than as represented in subsection 3(g)
        of this
        Agreement, nor will Debtor change its name or the Organizational Information
        as
        represented in subsection 3(g)
        of this
        Agreement, unless Debtor shall have notified Secured Party in writing of
        such
        change at least thirty (30) days prior to the effective date of such change,
        and
        shall have first taken all actions required by Secured Party for the purpose
        of
        further perfecting or protecting the security interest in favor of Secured
        Party
        in the Collateral. In any written notice furnished pursuant to this subsection,
        Debtor
        will expressly state that the notice is required by this Agreement and contains
        facts that may require additional filings of financing statements or other
        notices for the purpose of continuing perfection of Secured Party's security
        interest in the Collateral. 

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      (g)  Marking
        of Chattel Paper.
        Debtor
        will not create any chattel paper without placing a legend on the chattel
        paper
        acceptable to Secured Party indicating that Secured Party has a security
        interest in the chattel Paper. Debtor will not permit any chattel paper to
        be
        electronic chattel paper.

       

      (h)  Deposit
        Accounts, Investment Property.
        Debtor
        shall not establish or maintain, or have any interest in, any (i) deposit
        account not listed on Schedule 6,
        (ii) commodity
        account not listed on Schedule 7,
        or
(iii) securities
        account not listed on Schedule 7.

       

      6.  Rights
        of Secured Party.
        Secured
        Party shall have the rights contained in this Section 6 at all times during
        the
        period of time this Agreement is effective.

       

      (a)  Additional
        Financing Statements Filings.
        Debtor
        hereby authorizes Secured Party to file, without the signature or further
        authentication of Debtor, one or more financing or continuation statements,
        and
        amendments thereto, relating to the Collateral. Debtor further agrees that
        a
        carbon, photographic or other reproduction of this Security Agreement or
        any
        financing statement describing any Collateral is sufficient as a financing
        statement and may be filed in any jurisdiction Secured Party may deem
        appropriate.

       

      (b)  Power
        of Attorney.
        Debtor
        hereby irrevocably appoints Secured Party as Debtor's attorney-in-fact, such
        power of attorney being coupled with an interest, with full authority in
        the
        place and stead of Debtor and in the name of Debtor or otherwise, exercisable
        if
        an Event of Default exists, to take any action and to execute any instrument
        which Secured Party may deem necessary or appropriate to accomplish the purposes
        of this Agreement, including without limitation: (i) to
        obtain and adjust insurance required by Secured Party hereunder; (ii) to
        demand, collect, sue for, recover, compound, receive and give acquittance
        and
        receipts for moneys due and to become due under or in respect of the Collateral;
        (iii) to
        receive, endorse and collect any drafts or other instruments, documents and
        chattel paper in connection with clause (i) or (ii) above; and (iv) to file
        any claims or take any action or institute any proceedings which Secured
        Party
        may deem necessary or appropriate for the collection and/or preservation
        of the
        Collateral or otherwise to enforce the rights of Secured Party with respect
        to
        the Collateral.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      (c)  Performance
        by Secured Party.
        If
        Debtor fails to perform any agreement or obligation provided herein, Secured
        Party may itself perform, or cause performance of, such agreement or obligation,
        and the expenses of Secured Party incurred in connection therewith shall
        be a
        part of the Indebtedness, secured by the Collateral and payable by Debtor
        on
        demand.

       

      (d)  Debtor's
        Receipt of Proceeds.
        All
        amounts and proceeds (including instruments and writings) received by Debtor
        in
        respect of accounts or general intangibles shall be received in trust for
        the
        benefit of Secured Party hereunder and, upon request of Secured Party upon
        an
        Event Default, shall be segregated from other property of Debtor and shall
        be
        forthwith delivered to Secured Party in the same form as so received (with
        any
        necessary endorsement).

       

      (e)  Notification
        of Account Debtors.
        Secured
        Party may at its discretion from time to time, upon an Event of Default,
        notify
        any or all obligors under any accounts or general intangibles (i)
        of
        Secured Party's security interest in such accounts or general intangibles
        and
        direct such obligors to make payment of all amounts due or to become due
        to
        Debtor thereunder directly to Secured Party, and (ii) to
        verify the accounts or general intangibles with such obligors. Upon an Event
        of
        Default, Secured Party shall have the right, at the expense of Debtor, to
        enforce collection of any such accounts or general intangibles and adjust,
        settle or compromise the amount or payment thereof, in the same manner and
        to
        the same extent as Debtor.

       

      (f)  Licenses.
        For
        purposes of enabling Secured Party to exercise rights and remedies under
        this
        Agreement, Debtor grants to Secured Party an irrevocable, nonexclusive license
        (exercisable without payment of royalty or other compensation to Debtor or
        any
        other person, provided,
        that if
        the license granted to Secured Party is a sublicense, Debtor shall be solely
        responsible for, and indemnify Secured Party against, any royalty or other
        compensation payable to Debtor's licensor or other person) to use all of
        Debtor's software, and including in such license reasonable access to all
        media
        in which any of the licensed items may be recorded and all related manuals.
        For
        the purpose of enabling Secured Party to exercise rights and remedies under
        this
        Agreement, Debtor grants to Secured Party an irrevocable, nonexclusive license
        (exercisable without payment of royalty or other compensation to Debtor or
        any
        other person) to use, license, or sub-license any of the Collateral consisting
        of Patents, Trademarks, Copyrights, and IP Licenses and wherever the same
        may be located, and including in such license reasonable access to all media
        in
        which any of the licensed items may be recorded or stored and to all software
        used for the use, compilation, or printout thereof. The use of such license
        by
        Secured Party shall be exercised, at the option of Secured Party, if an Event
        of
        Default exists; provided
        that any
        license, sub-license, or other transaction entered into by Secured Party
        in
        accordance herewith shall be binding upon Debtor notwithstanding any subsequent
        cure of an Event of Default.

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      7.  Events
        of Default.
        Each of
        the following constitutes an "Event
        of Default"
        under
        this Agreement:

       

      (a)  Default
        Under Note or Agreement.
        Any
        failure to timely make any payment required to be made under this Agreement
        or
        under the Note, or the occurrence of a default or breach of any term or
        condition of the Note; or

       

      (b)  Default
        Under This Agreement.
        Any
        failure of Debtor to comply with, or any breach by Debtor of, any term of
        Article 5 of this Agreement, or any failure of Debtor to comply with, or
        any
        breach by Debtor of, any other term of this Agreement or any term of any
        other
        Loan Document that has occurred and has continued for 20 days after actual
        notice thereof by any executive officer of Debtor (except with respect to
        payment defaults which are covered by subsection (a) above); or

       

      (c)  False
        Representation.
        Any
        representation of Debtor contained herein is not true and correct in any
        material respect on or as of the date made; or

       

      (d)  Execution
        on Property.
        If
        Debtor fails to have discharged within a period of sixty (60) days any
        attachment, sequestration or similar writ levied upon any property of Debtor
        having a value of or greater than $50,000 (either as to a single asset or
        cumulatively as to separate assets), or any property of Debtor having a value
        of
        or greater than $50,000 (either as to a single asset or cumulatively as to
        separate assets) is taken on execution or other process of law in any action
        against Debtor; or any attachment, sequestration or similar writ is levied
        upon
        any property of Debtor having a value of or greater than $50,000 (either
        as to a
        single asset or cumulatively as to separate assets); or

       

      (e)  Abandonment.
        Debtor
        abandons any Collateral having a value of or greater than $50,000 (either
        as to
        a single asset or cumulatively as to separate assets), other than Collateral
        that is obsolete or no longer useful in the Debtor's business; or

       

      (f)  Action
        by Other Lienholder.
        The
        holder of any lien on the Collateral (without hereby implying the consent
        of
        Secured Party to the existence or creation of any such lien on the Collateral)
        or any other asset of Debtor having a value of $50,000 or greater declares
        a
        default thereunder or institutes foreclosure or other proceedings for the
        enforcement of its remedies thereunder; or

       

      (g)  Search
        Report; Opinion.
        Secured
        Party shall receive at any time following the execution of this Agreement
        a
        search report or an opinion of counsel indicating that Secured Party's security
        interest is not prior to all other liens or security interests (other than
        Permitted Liens) reflected in the report or opinion.

       

      8.  Remedies
        and Related Rights.
        If an
        Event of Default shall have occurred, and without limiting any other rights
        and
        remedies provided herein, under any of the other Loan Documents or otherwise
        available to Secured Party, Secured Party may exercise one or more of the
        rights
        and remedies provided in this Section.

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

      (a)  Remedies.
        Secured
        Party may from time to time at its discretion, without limitation and without
        notice except as expressly provided in any of the Loan Documents:

       

      (i)  exercise
        in respect of the Collateral all the rights and remedies of a secured party
        under the Code (whether or not the Code applies to the affected
        Collateral);

       

      (ii)  require
        Debtor to, and Debtor hereby agrees that it will at its expense and upon
        request
        of Secured Party, assemble the Collateral as directed by Secured Party and
        make
        it available to Secured Party at a place to be designated by Secured Party
        which
        is reasonably convenient to both parties;

       

      (iii)  reduce
        its claim to judgment or foreclose or otherwise enforce, in whole or in part,
        the security interest granted hereunder by any available judicial
        procedure;

       

      (iv)  sell
        or
        otherwise dispose of, at its office, on the premises of Debtor or elsewhere,
        the
        Collateral, as a unit or in parcels, by public or private proceedings, and
        by
        way of one or more contracts (it being agreed that the sale or other disposition
        of any part of the Collateral shall not exhaust Secured Party's power of
        sale,
        but sales or other dispositions may be made from time to time until all of
        the
        Collateral has been sold or disposed of or until the Indebtedness has been
        paid
        and performed in full), and at any such sale or other disposition it shall
        not
        be necessary to exhibit any of the Collateral;

       

      (v)  buy
        the
        Collateral, or any portion thereof, at any public sale;

       

      (vi)  buy
        the
        Collateral, or any portion thereof, at any private sale if the Collateral
        is of
        a type customarily sold in a recognized market or is of a type which is the
        subject of widely distributed standard price quotations;

       

      (vii)  apply
        for
        the appointment of a receiver for the Collateral, and Debtor hereby consents
        to
        any such appointment; and

       

      (viii)  at
        its
        option, retain the Collateral in satisfaction of the Indebtedness whenever
        the
        circumstances are such that Secured Party is entitled to do so under the
        Code or
        otherwise, to the full extent permitted by the Code, Secured Party shall
        be
        permitted to elect whether such retention shall be in full or partial
        satisfaction of the Indebtedness.

       

      In
        connection with the exercise by Secured Party of rights under this Agreement
        that effects the disposition of or use of any Collateral, it may be necessary
        to
        obtain the prior consent or approval of governmental authorities and other
        persons, to a transfer or assignment of Collateral. If an Event of Default
        exists, Debtor shall execute, deliver, and file, and hereby appoints (to
        the
        extent not prohibited by applicable law) Secured Party as its attorney, to
        execute, deliver, and file on Debtor's behalf and in Debtor's name, all
        applications, certificates, filings, instruments, and other documents (including
        without limitation any application for an assignment or transfer of control
        or
        ownership) that may be necessary or appropriate, in Secured Party's opinion,
        to
        obtain such consents or approvals. Debtor shall use its best efforts to obtain
        such consents or approvals if an Event of Default exists. Debtor acknowledges
        that there is no adequate remedy at law for failure by it to comply with
        the
        provisions of this Section
        and that
        such failure would not be adequately compensable in damages, and therefore
        agrees that this Section
        may be
        specifically enforced.

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      

       

      In
        the
        event Secured Party shall elect to sell the Collateral, Secured Party may
        sell
        the Collateral without giving any warranties and shall be permitted to
        specifically disclaim any warranties of title or the like. Further, if Secured
        Party sells any of the Collateral on credit, Debtor will be credited only
        with
        payments actually made by the purchaser, received by Secured Party and applied
        to the Indebtedness. In the event the purchaser fails to pay for the Collateral,
        Secured Party may resell the Collateral and Debtor shall be credited with
        the
        proceeds of the sale. Debtor agrees that in the event Debtor is entitled
        to
        receive any notice under the Uniform Commercial Code, as it exists in the
        state
        governing any such notice, of the sale or other disposition of any Collateral,
        reasonable notice shall be deemed given when such notice is deposited in
        a
        depository receptacle under the care and custody of the United States Postal
        Service, postage prepaid, at such party's address set forth on the first
        page
        hereof, ten (10) days prior to the date of any public sale, or after which
        a
        private sale, of any of such Collateral is to be held. Secured Party shall
        not
        be obligated to make any sale of Collateral regardless of notice of sale
        having
        been given. Secured Party may adjourn any public or private sale from time
        to
        time by announcement at the time and place fixed therefor, and such sale
        may,
        without further notice, be made at the time and place to which it was so
        adjourned.

       

      (b)  Private
        Sale; Further Approvals.

       

      (i)  Debtor
        recognizes that Secured Party may be unable to effect a public sale of all
        or
        any part of the Collateral because of restrictions in applicable laws and
        contractual restrictions and that Secured Party may, therefore, determine
        to
        make one or more private sales of any such Collateral to a restricted group
        of
        purchasers who will be obligated to agree, among other things, to acquire
        such
        Collateral subject to applicable laws and contractual restrictions. Debtor
        acknowledges that any such private sale may be at prices and other terms
        less
        favorable than what might have been obtained at a public sale and,
        notwithstanding the foregoing, agrees that each such private sale shall be
        deemed to have been made in a commercially reasonable manner.

       

      (ii)  In
        connection with the exercise by Secured Party of its rights hereunder that
        effects the disposition of or use of any Collateral, it may be necessary
        to
        obtain the prior consent or approval of governmental authorities and other
        persons to a transfer or assignment of Collateral.

       

      (iii)  Debtor
        agrees, if an Event of Default exists, to execute, deliver, and file, and
        authorizes Secured Party pursuant to the power of attorney herein granted,
        to
        execute, deliver, and file on Debtor's behalf and in Debtor's name, all
        applications, certificates, filings, instruments, and other documents (including
        without limitation any application for an assignment or transfer of control
        or
        ownership) that may be necessary or appropriate, in Secured Party's opinion,
        and
        to obtain such consents, waivers, and approvals under applicable laws and
        agreements prior to an Event of Default. Debtor acknowledges that there is
        no
        adequate remedy at law for failure by it to comply with the provisions of
        this
Section
        and that
        such failure would not be adequately compensable in damages, and therefore
        agrees that this Section
        may be
        specifically enforced.

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      

       

      (c)  Application
        of Proceeds.
        Secured
        Party shall apply or use any cash held by Secured Party as Collateral, and
        any
        cash proceeds received by Secured Party in respect of any sale or other
        disposition of, collection from, or other realization upon, all or any part
        of
        the Collateral as follows:

       

      (i)  to
        the
        repayment or reimbursement of the costs and expenses (including, without
        limitation, attorneys' fees and expenses) incurred by Secured Party in
        connection with (A) the
        custody, preservation, use or operation of, or the sale of, collection from,
        or
        other realization upon, the Collateral, and (B) the
        exercise or enforcement of any of the rights and remedies of Secured Party
        hereunder; and

       

      (ii)  to
        the
        payment of any other amounts required by applicable law (including without
        limitation, Section 9-615(a)(3) of the Code or any other applicable statutory
        provision).

       

      (d)  Deficiency.
        In the
        event that the proceeds of any sale of, collection from, or other realization
        upon, all or any part of the Collateral by Secured Party are insufficient
        to pay
        all amounts to which Secured Party is legally entitled, Debtor shall be liable
        for the deficiency, together with interest thereon as provided in the Loan
        Documents, to the full extent not prohibited by law.

       

      (e)  Non-Judicial
        Remedies.
        In
        granting to Secured Party the power to enforce its rights hereunder without
        prior judicial process or judicial hearing, Debtor expressly waives, renounces
        and knowingly relinquishes any legal right which might otherwise require
        Secured
        Party to enforce its rights by judicial process. Debtor recognizes and concedes
        that non-judicial remedies are consistent with the usage of trade, are
        responsive to commercial necessity and are the result of a bargain at arm's
        length. Nothing herein is intended to prevent Secured Party or Debtor from
        resorting to judicial process at either party's option.

       

      (f)  Other
        Recourse.
        Debtor
        waives any right to require Secured Party to proceed against any third party,
        exhaust any Collateral or other security for the Indebtedness, or to have
        any
        third party joined with Debtor in any suit arising out of the Indebtedness
        or
        any of the Loan Documents, or pursue any other remedy available to Secured
        Party. Debtor further waives any and all notice of acceptance of this Agreement
        and of the creation, modification, rearrangement, renewal or extension of
        the
        Indebtedness. Debtor further waives any defense arising by reason of any
        disability or other defense of any third party or by reason of the cessation
        from any cause whatsoever of the liability of any third party. Until all
        of the
        Indebtedness shall have been paid in full, Debtor shall have no right of
        subrogation and Debtor waives the right to enforce any remedy which Secured
        Party has or may hereafter have against any third party, and waives any benefit
        of and any right to participate in any other security whatsoever now or
        hereafter held by Secured Party. Debtor authorizes Secured Party, and without
        notice or demand and without any reservation of rights against Debtor and
        without affecting Debtor's liability hereunder or on the Indebtedness to
        (if an
        Event of Default exists) (i)
        take or
        hold any other property of any type from any third party as security for
        the
        Indebtedness, and exchange, enforce, waive and release any or all of such
        other
        property, (ii)
        apply
        such other property and direct the order or manner of sale thereof as Secured
        Party may in its discretion determine, (iii)
        renew,
        extend, accelerate, modify, compromise, settle or release any of the
        Indebtedness or other security for the Indebtedness, (iv)
        waive,
        enforce or modify any of the provisions of any of the Loan Documents executed
        by
        any third party, and (v)
        release
        or substitute any third party.

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

      

       

      (g)  Rights
        to Dividends and Distributions.
        With
        respect to any Securities constituting a part of the Collateral, the Secured
        Party shall have authority if an Event of Default exists and is continuing,
        either to have the same registered in the Secured Party's name or in the
        name of
        a nominee, and, with or without such registration, to demand of the issuer
        thereof, and to receive and receipt for, any and all dividends (including
        any
        stock or similar dividend or distribution) payable in respect thereof, whether
        they be ordinary or extraordinary. The Secured Party shall send to the Debtor
        notice of the Secured Party's election to take any action described in the
        preceding sentence; provided any failure of the Debtor to receive any such
        notice shall not invalidate any action taken by the Secured Party or impair
        any
        of its rights. If the Debtor shall become entitled to receive or shall receive
        any interest in or certificate (including, without limitation, any interest
        in
        or certificate representing a dividend or a distribution in connection with
        any
        reclassification, increase, or reduction of capital, or issued in connection
        with any reorganization), or any option or rights arising from or relating
        to
        any of the Collateral, whether as an addition to, in substitution of, as
        a
        conversion of, or in exchange for any of the Collateral, or otherwise, the
        Debtor agrees to accept the same as the Secured Party's agent and to hold
        the
        same in trust on behalf of and for the benefit of the Secured Party, and
        to
        deliver the same immediately to the Secured Party in the exact form received,
        with appropriate undated stock or similar powers, duly executed in blank,
        to be
        held by the Secured Party, subject to the terms hereof, as Collateral. Unless
        an
        Event of Default exists, the Debtor shall be entitled to receive all cash
        dividends and distributions paid in respect of any of the Collateral (subject
        to
        the restrictions of any other Loan Document). The Secured Party shall be
        entitled to all dividends and distributions, and to any sums paid upon or
        in
        respect of any Collateral, upon the liquidation, dissolution, or reorganization
        of the issuer thereof which shall be paid to the Secured Party to be held
        by it
        as additional collateral security for and application to the Secured Obligations
        at the discretion of the Secured Party. All dividends paid or distributed
        in
        respect of the Collateral which are received by the Debtor in violation of
        this
        Agreement shall, until paid or delivered to the Secured Party, be held by
        the
        Debtor in trust as additional Collateral for the Secured
        Obligations.

       

      (h)  Right
        of the Secured Party to Notify Issuers.
        If
        an
        Event of Default exists and is continuing and at such other times as the
        Secured
        Party is entitled to receive dividends and other property in respect of or
        consisting of any Collateral which is or represents an equity or ownership
        interest in any person ("Securities
        Collateral"),
        the
        Secured Party may notify issuers of the Securities Collateral to make payments
        of all dividends and distributions directly to the Secured Party and the
        Secured
        Party may take control of all Proceeds of any Securities Collateral. Until
        the
        Secured Party elects to exercise such rights, if an Event of Default exists,
        the
        Debtor, as agent of the Secured Party, shall collect and segregate all dividends
        and other amounts paid or distributed with respect to the Securities
        Collateral.

       

      
        
           

        

        
          21

          
            

          

        

        
           

        

      

       

      (i)  Securities
        Act.
        Because
        of the Securities Act of 1933, as amended ("Securities
        Act"),
        and
        other laws, including without limitation state "blue sky" laws, or contractual
        restrictions or agreements, there may be legal restrictions or limitations
        affecting the Secured Party in any attempts to dispose of the Collateral
        and the
        enforcement of rights under this Agreement. For these reasons, the Secured
        Party
        is authorized by the Debtor, but not obligated, if any Event of Default exists,
        to sell or otherwise dispose of any of the Collateral at private sale, subject
        to an investment letter, or in any other manner which will not require the
        Collateral, or any part thereof, to be registered in accordance with the
        Securities Act, or any other law. The Secured Party is also hereby authorized
        by
        the Debtor, but not obligated, to take such actions, give such notices, obtain
        such consents, and do such other things as the Secured Party may deem required
        or appropriate under the Securities Act or other securities laws or other
        laws
        or contractual restrictions or agreements in the event of a sale or disposition
        of any Collateral. The Debtor understands that the Secured Party may in its
        discretion approach a restricted number of potential purchasers and that
        a sale
        under such circumstances may yield a lower price for the Collateral than
        would
        otherwise be obtainable if same were registered and/or sold in the open market.
        No sale so made in good faith by the Secured Party shall be deemed to be
        not
        "commercially reasonable" because so made. The Debtor agrees that if an Event
        of
        Default exists, and the Secured Party sells the Collateral or any portion
        thereof at any private sale or sales, the Secured Party shall have the right
        to
        rely upon the advice and opinion of appraisers and other persons, which
        appraisers and other persons are acceptable to the Secured Party, as to the
        best
        price reasonably obtainable upon such a private sale thereof. In the absence
        of
        bad faith or gross negligence, such reliance shall be prima
        facie
        evidence
        that the Secured Party handled such matter in a commercially reasonable manner
        under applicable law.

       

      9.  Indemnity.
        DEBTOR
        HEREBY INDEMNIFIES AND AGREES TO HOLD HARMLESS SECURED PARTY, AND ITS OFFICERS,
        DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES (EACH AN "INDEMNIFIED
        PERSON")
        FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, CLAIMS, LOSSES, DAMAGES,
        PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF
        ANY
        KIND OR NATURE (COLLECTIVELY, THE "CLAIMS")
        WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST, ANY INDEMNIFIED
        PERSON ARISING IN CONNECTION WITH THE LOAN DOCUMENTS, THE INDEBTEDNESS OR
        THE
        COLLATERAL (INCLUDING WITHOUT LIMITATION, THE ENFORCEMENT OF THE LOAN DOCUMENTS
        AND THE DEFENSE OF ANY INDEMNIFIED PERSON'S ACTIONS AND/OR INACTIONS IN
        CONNECTION WITH THE LOAN DOCUMENTS), IN
        ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT
        OF THE
        NEGLIGENCE OF THE INDEMNITEE;
        OTHER THAN ANY CLAIM ARISING AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL
        MISCONDUCT OF ANY INDEMNIFIED PERSON, AS FINALLY DETERMINED BY A COURT OF
        COMPETENT JURISDICTION. THE INDEMNIFICATION PROVIDED FOR IN THIS
SECTION
        SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND SHALL EXTEND AND CONTINUE
        TO
        BENEFIT EACH INDIVIDUAL OR ENTITY WHO IS OR HAS AT ANY TIME BEEN AN INDEMNIFIED
        PERSON HEREUNDER.

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

       

      10.  Miscellaneous.

       

      (a)  Amendment.
        No
        modification, consent or amendment of any provision of this Agreement or
        any of
        the other Loan Documents shall be valid or effective unless the same is
        authenticated by the party against whom it is sought to be enforced, except
        to
        the extent of amendments specifically permitted by the Code without
        authentication by the Debtor.

       

      (b)  Actions
        by Secured Party.
        The
        lien and other security rights of Secured Party hereunder shall not be impaired
        by (i) any
        renewal, extension, increase or modification with respect to the Indebtedness,
        (ii) any
        surrender, compromise, release, renewal, extension, exchange or substitution
        which Secured Party may grant with respect to the Collateral, or (iii) any
        release or indulgence granted to the Debtor or any endorser, guarantor or
        surety
        of the Indebtedness. The taking of additional security by Secured Party shall
        not release or impair the lien, security interest or other security rights
        of
        Secured Party hereunder or affect the obligations of Debtor
        hereunder.

       

      (c)  Waiver
        by Secured Party.
        Secured
        Party may waive any Event of Default without waiving any other prior or
        subsequent Event of Default. Secured Party may remedy any default without
        waiving the Event of Default remedied. Neither the failure by Secured Party
        to
        exercise, nor the delay by Secured Party in exercising, any right or remedy
        upon
        any Event of Default shall be construed as a waiver of such Event of Default
        or
        as a waiver of the right to exercise any such right or remedy at a later
        date.
        No single or partial exercise by Secured Party of any right or remedy hereunder
        shall exhaust the same or shall preclude any other or further exercise thereof,
        and every such right or remedy hereunder may be exercised at any time. No
        waiver
        of any provision hereof or consent to any departure by Debtor therefrom shall
        be
        effective unless the same shall be in writing and signed by Secured Party
        and
        then such waiver or consent shall be effective only in the specific instances,
        for the purpose for which given and to the extent therein specified. No notice
        to or demand on Debtor in any case shall of itself entitle Debtor to any
        other
        or further notice or demand in similar or other circumstances.

       

      (d)  Costs
        and Expenses.
        Debtor
        will upon demand pay to Secured Party the amount of any and all reasonable
        costs
        and expenses (including without limitation, attorneys' fees and expenses),
        which
        Secured Party may incur in connection with (i)
        the
        custody, preservation, use or operation of, or the sale of, collection from,
        or
        other realization upon, the Collateral, (ii)
        the
        exercise or enforcement of any of the rights of Secured Party under the Loan
        Documents, or (iii)
        the
        failure by Debtor to perform or observe any of the provisions
        hereof.

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

       

      (e)  GOVERNING
        LAW.
        THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
        LAWS OF
        THE STATE OF TEXAS AND APPLICABLE FEDERAL LAWS, EXCEPT TO THE EXTENT PERFECTION
        AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST GRANTED
        HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL, ARE GOVERNED BY THE LAWS
        OF
        A JURISDICTION OTHER THAN THE STATE OF TEXAS.

       

      (f)  Venue.
        This
        Agreement has been entered into in the county in Texas where Secured Party's
        address for notice purposes is located, and it shall be performable for all
        purposes in such county. Courts within the State of Texas shall have
        jurisdiction over any and all disputes arising under or pertaining to this
        Agreement and venue for any such disputes shall be in the county or judicial
        district where this Agreement has been executed and delivered.

       

      (g)  Severability.
        If any
        provision of this Agreement is held by a court of competent jurisdiction
        to be
        illegal, invalid or unenforceable under present or future laws, such provision
        shall be fully severable, shall not impair or invalidate the remainder of
        this
        Agreement and the effect thereof shall be confined to the provision held
        to be
        illegal, invalid or unenforceable.

       

      (h)  Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original (including electronic copies), but all of which together
        shall constitute one and the same instrument.

       

      (i)  No
        Obligation.
        Nothing
        contained herein shall be construed as an obligation on the part of Secured
        Party to extend or continue to extend credit to Debtor.

       

      (j)  Notices.
        All
        notices, requests, demands or other communications required or permitted
        to be
        given pursuant to this Agreement shall be in writing and given by telecopy,
        or
        in writing and telecopied, mailed by certified mail return receipt requested,
        or
        delivered to the intended recipient at the address specified in this Agreement;
        or, as to any party at such other address as shall be designated by such
        party in a notice to the other party given in accordance with this Section.
        Except as otherwise provided in this Agreement, all such communications shall
        be
        deemed to have been duly
        given when transmitted by telecopy, subject to telephone confirmation of
        receipt, or when personally delivered or, in the case of a mailed notice,
        five
        business days after being duly deposited in the mails, in each case given
        or
        addressed as aforesaid.

       

      (k)  Binding
        Effect and Assignment.
        This
        Agreement (i)
        creates
        a continuing security interest in the Collateral, (ii)
        shall be
        binding on Debtor and the heirs, executors, administrators, personal
        representatives, successors and assigns of Debtor, and (iii)
        shall
        inure to the benefit of Secured Party and its successors and assigns. Without
        limiting the generality of the foregoing, Secured Party may pledge, assign
        or
        otherwise transfer the Indebtedness and its rights under this Agreement and
        any
        of the other Loan Documents to any other party. Debtor's rights and obligations
        hereunder may not be assigned or otherwise transferred without the prior
        written
        consent of Secured Party.

       

      
        
           

        

        
          24

          
            

          

        

        
           

        

      

       

      (l)  Cumulative
        Rights.
        All
        rights and remedies of Secured Party hereunder are cumulative of each other
        and
        of every other right or remedy which Secured Party may otherwise have at
        law or
        in equity or under any of the other Loan Documents, and the exercise of one
        or
        more of such rights or remedies shall not prejudice or impair the concurrent
        or
        subsequent exercise of any other rights or remedies. Further, except as
        specifically noted as a waiver herein, no provision of this Agreement is
        intended by the parties to this Agreement to waive any rights, benefits or
        protection afforded to Secured Party under the Code.

       

      (m)  Gender
        and Number.
        Within
        this Agreement, words of any gender shall be held and construed to include
        the
        other gender, and words in the singular number shall be held and construed
        to
        include the plural and words in the plural number shall be held and construed
        to
        include the singular, unless in each instance the context requires
        otherwise.

       

      (n)  Descriptive
        Headings.
        The
        headings in this Agreement are for convenience only and shall in no way enlarge,
        limit or define the scope or meaning of the various and several provisions
        hereof.

       

      (o)  Release.
        The
        Debtor hereby unconditionally and irrevocably remises, acquits, and fully
        and
        forever releases and discharges the Secured Party and all respective affiliates
        and subsidiaries of the Secured Party, its officers, servants, employees,
        agents, predecessors, attorneys, advisors, parents, subsidiaries, equity
        interest holders, loan participants, principals, directors and shareholders,
        and
        its heirs, legal representatives, successors and assigns (collectively, the
        "Released
        Lender Parties")
        from
        any and all claims, demands, causes of action, obligations, remedies, suits,
        damages and liabilities (collectively, the "Debtor
        Claims")
        of any
        nature whatsoever, whether now known, suspected or claimed, whether arising
        under common law, in equity or under statute, which the Debtor ever had or
        now
        has against the Released Lender Parties which may have arisen at any time
        on or
        prior to the date of this Agreement and which were in any manner related
        to any
        of the Loan Documents or the enforcement or attempted enforcement by the
        Secured
        Party of rights, remedies or recourses related thereto. The Debtor covenants
        and
        agree never to commence, voluntarily aid in any way, prosecute or cause to
        be
        commenced or prosecuted against any of the Released Lender Parties any action
        or
        other proceeding based upon any of the Debtor Claims which may have arisen
        at
        any time on or prior to the date of this Agreement and were in any manner
        related to any of the Loan Documents. 

       

      
        
           

        

        
          25

          
            

          

        

        
           

        

      

       

      (P)  ENTIRE
        AGREEMENT.
        THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF SECURED PARTY AND DEBTOR
        WITH
        RESPECT TO THE COLLATERAL. IF THE PARTIES HERETO ARE PARTIES TO ANY PRIOR
        AGREEMENT, EITHER WRITTEN OR ORAL, RELATING TO THE COLLATERAL, THE TERMS
        OF THIS
        AGREEMENT SHALL AMEND AND SUPERSEDE THE TERMS OF SUCH PRIOR AGREEMENTS AS
        TO
        TRANSACTIONS ON OR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT, BUT ALL SECURITY
        AGREEMENTS, FINANCING STATEMENTS, GUARANTIES, OTHER CONTRACTS AND NOTICES
        FOR
        THE BENEFIT OF SECURED PARTY SHALL CONTINUE IN FULL FORCE AND EFFECT TO SECURE
        THE INDEBTEDNESS UNLESS SECURED PARTY SPECIFICALLY RELEASES ITS RIGHTS
        THEREUNDER BY SEPARATE RELEASE.

       

    

    


    
      	
              The
                Remainder of This Page Is Intentionally Left
                Blank.

            


    

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    EXECUTED
      as of the date first written above.

    

      
        	 	
                DEBTOR:

              	 
	 	 	 	 
	 	
                ISECURETRAC
                  CORP.

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:
                  

              	  
	 


      

      
        	 	
                Printed
                  Name:

              	  
	 
	 	
                Printed
                  Title:

              	  
	 


      

       

       

      
        	 	
                SECURED
                  PARTY:

              	 
	 	 	 	 
	 	
                CRESTPARK
                  LP, INC.

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	  
	 


      

      
        
          	 	
                  Printed
                    Name:

                	  
	 
	 	
                  Printed
                    Title:

                	  
	 


        

         

         

        

          Signature
            Page to Credit and Security Agreement

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

    

    
      	
              Schedule
                1

            	
              Real
                Property

            
	  



    

     

     

    
      
        
        

      

      
        Schedule
          1 - page
          1

        
          

        

      

      
        
        

      

    

    

      
        	
                Schedule
                  2

              	
                Registered
                  Patents

              


      

      
        	
                 

                Registered
                  Owner

              	
                Nature
                  of Debtor’s Interest

                (e.g.
                  owner, licensee)

              	
                 

                Registered
                  Patent No.

              	
                 

                Issue
                  Date

              	
                 

                Country
                  of Issue

              


      

      
        	 
                        


      

      


       

      


      
        	
                Schedule
                  2

              	
                Patent
                  Applications

              


      

      
        	
                 

                Registered
                  Owner

              	
                Nature
                  of Debtor's

                Interest

                (e.g.
                  owner, licensee)

              	
                 

                Serial
                  No.

              	
                 

                Filing
                  Date

              	
                 

                Country
                  of Issue

              


      

      
        	
                  
                  

              


      

    

     

     

    
      
        
        

      

      
        Schedule
          2 - page
          1

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Schedule
                  3

              	
                Registered
                  Trademarks

              
	
                 

                Registered
                  Owner

              	
                Nature
                  of Debtor's Interest

                (e.g.
                  owner, licensee)

              	
                 

                Registered
                  Trademark

              	
                 

                Registration

                No.

              	
                 

                Int'l
                  Class

                Covered

              	
                 

                Goods
                  or

                Services

                Covered

              	
                 

                Date

                Registered

              	
                 

                Country
                  of Registration

              
	 



      

       

       

      
        	
                Schedule
                  3

              	
                Trademark
                  Applications

              
	
                 

                Registered
                  Owner

              	
                Nature
                  of Debtor's Interest

                (e.g.
                  owner, licensee)

              	
                Trademark

                Application
                  relates to following Trademark

              	
                 

                Serial

                No.

              	
                 

                Int'l
                  Class

                Covered

              	
                 

                Goods
                  or

                Services

                Covered

              	
                 

                Date

                of

                Application

              	
                 

                Country

                of

                Application

              
	 



      

    

     

     

    
      
        
        

      

      
        Schedule
          3 - page
          1

        
          

        

      

      
        
        

      

    

    

      


      
        	
                Schedule
                  4

              	
                Registered
                  Copyrights

              
	
                 

                Registered
                  Owner

              	
                Nature
                  of Debtor's Interest

                (e.g.
                  owner, licensee)

              	
                 

                Serial
                  No.

              	
                 

                Copyright

              	
                 

                Issue
                  Date

              	
                 

                Country
                  of Issue

              
	  


      

       

      


      
        	
                Schedule
                  4

              	
                Copyright
                  Applications

              
	
                 

                Registered
                  Owner

              	
                Nature
                  of Debtor's Interest

                (e.g.
                  owner, licensee)

              	
                 

                Registration
                  No.

              	
                 

                Copyright

              	
                 

                Application
                  Date

              	
                 

                Country
                  of 

                Application

              
	  


      

    

     

     

    
      
        
        

      

      
        Schedule
          4 - page
          1

        
          

        

      

      
        
        

      

    

     

    


    
      	
              Schedule
                5

            	
              Commercial
                Tort Claims

            


    

    
      	
               

              Case
                Name or Style

               

            	
               

              Case
                Number

            	
               

              Court
                in Which Pending

            


    

    
      
        	
                   
                  

              


      



     

    
      
        
        

      

      
        Schedule
          5 - page
          1

        
          

        

      

      
        
        

      

    

     

     

    

      
        	
                Schedule
                  6

              	
                Deposit
                  Accounts

              
	
                 

                Bank

              	
                Branch
                  Name,

                Street
                  Address

              	
                 

                ABA
                  No.

              	
                 

                Account
                  No.

              	
                 

                Account
                  Name

              	
                 

                Account
                  Type

              
	 
                	 
                	 
                	 
                	  	  
	 
                	 
                	 
                	  	 
                	 
                


      

    

    
 

    
      
        
        

      

      
        Schedule
          6 - page
          1

        
          

        

      

      
        
        

      

    

    


    


    
      	
              Schedule
                7

            	
              Commodity
                Accounts

            


    

    
      	
              Commodity

              Intermediary

            	
               

              Street
                Address

            	
               

              Account
                Name

            	
               

              Account
                Number

            	
              Commodity
                Contract

              Description

            


    

    
      
        	
                    
                  

              


      



    


    
      	
              Schedule
                7

            	
              Securities
                Accounts

            


    

    
      	
              Securities

              Intermediary

            	
               

              Street
                Address

            	
               

              Account
                Name

            	
               

              Account
                Number

            	
              Securities
                Contract

              Description

            


    

    
      
        	
                 
                     

              


      

    

     

     

    
      
        
        

      

      
        Schedule
          7 - page
          1

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                Schedule
                  8

              	
                Letters
                  of Credit

              
	
                 

                Bank
                  Issuer

              	
                Branch
                  Name,

                Street
                  Address

              	
                 

                Letter
                  of Credit No.

              	
                 

                Issue
                  Date

              	
                 

                Expiry

              	
                 

                Face
                  Amount

              
	 
 


      

    

     

     

    
      
        
        

      

      
        Schedule
          8 - page
          1

        
          

        

      

      
        
        

      

    

    


    

      
        	
                Schedule
                  9

              	
                Equity
                  Interests

              
	
                Owner

              	
                Interest

              	
                Certificate
                  Number

              	
                Number
                  of Shares

              
	 
                 	  
	  
	 
                 


      

    

    


     

    
      
        
        

      

      
        Schedule
          9 - page
          1

        
          

        

      

      
        
        

      

    

    
 

    


    
      	
              Schedule
                10

            	
              Permitted
                Liens

            
	   



    

    


     

    
      
        
        

      

      
        Schedule
          10 - page
          1