Exhibit 10.1


MASTER
SECURITY AGREEMENT


No. 6081133


Dated as of December 26, 2006 (“Agreement”)


THIS
AGREEMENT is between
Oxford Finance Corporation (together with its successors and assigns, if any, “Secured Party”) and Pharmacopeia Drug Discovery, Inc. (“Debtor”). Secured Party has an
office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a corporation
organized and existing under the laws of the State of Delaware. Debtor’s
mailing address and principal place of business is 3000 Eastpark Boulevard,
Cranbury, NJ 08512.


1.                   CREATION OF SECURITY INTEREST.


Debtor
grants to Secured Party, its successors and assigns, a security interest in and
against all property listed on any collateral schedule now or in the future
annexed to or made a part of this Agreement (“Collateral Schedule”), and in and against all
additions, attachments, accessories and accessions to such property, all
substitutions, replacements or exchanges therefore, and all insurance and/or
other proceeds thereof (all such property is individually and collectively
called the “Collateral”). This security interest is given to
secure the payment and performance of all debts, obligations and liabilities
hereunder of any kind whatsoever of Debtor to Secured Party, now existing or
arising in the future, including but not limited to the payment and performance
of certain Promissory Notes front time to time identified on any Collateral
Schedule (collectively “Notes”  and each a “Note”), and
any renewals, extensions and modifications of such debts, obligations and
liabilities (such Notes, debts, obligations and liabilities are called the “Indebtedness”). Debtor acknowledges that,
notwithstanding that the Note(s) may be paid in full, this Agreement shall
continue to secure the payment and performance of all other debts, fees,
obligations and liabilities hereunder of any kind whatsoever of Debtor to
Secured Party, now existing or arising in the future, and that Secured Party
shall be under no obligation to release the Collateral unless and until all such
Indebtedness of Debtor to Secured Party has been paid and satisfied; provided,
however, Secured Party, in its sole and exclusive discretion, may elect to
release some of the Collateral without prejudice to Secured Party’s security
interest in the remaining Collateral.


2.                   REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.


Debtor
represents, warrants and covenants as of the date of this Agreement and as of
the date of each Collateral Schedule that:


(a)               Due Organization. 
Debtor’s exact legal name is as set forth in the preamble of this
Agreement and Debtor is, and will remain, duly organized, existing and in good
standing under the laws of the State set forth in the preamble of this
Agreement, has its chief executive offices at the location specified in the preamble,
and is, and will remain duly qualified and licensed in every jurisdiction
wherever necessary to carry on its business and operations, except where the
failure to be or remain so duly qualified and licensed would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect
on the business and operations of Debtor;


(b)              Power and Capacity to Enter Into and Perform
Obligations.  Debtor has adequate power and capacity to
enter into, and to perform its obligations under this Agreement, each
Collateral Schedule, each Note and any other documents evidencing, or given in
connection with, any of the Indebtedness (all of the foregoing are called the “Debt Documents”);


(c)               Due Authorization.  This
Agreement and the other Debt Documents have been duly authorized, executed and
delivered by Debtor and constitute legal, valid and binding agreements
enforceable in accordance with their terms, except to the extent that the
enforcement of remedies may be limited under general principles of equity
whether applied in a court of law or a court of equity and under applicable
bankruptcy, insolvency, moratorium and similar laws affecting creditors’ rights
and remedies generally;


(d)              Approvals and Consents.  No
approval, consent or withholding of objections is required from any
governmental authority or instrumentality with respect to the entry into, or
performance by Debtor of any of the Debt Documents, except any already
obtained;


(e)               No Violations or Defaults.  The
entry into, and performance by, Debtor of the Debt Documents will not (i)
violate any of the organizational documents of Debtor or any judgment, order,
law or regulation applicable to Debtor, or (ii) result in any breach of by
Debtor or constitute a default by Debtor under any contract to which Debtor is
a party, or result in the creation of any lien, claim or encumbrance on any of
Debtor’s property (except for liens in favor of Secured Party) pursuant to any
indenture, mortgage, deed of trust, bank loan, credit agreement, or other
agreement or instrument to which Debtor is a party;


(f)                 Litigation. There are no suits or proceedings pending in court or before any
commission, board or other administrative agency against or affecting Debtor
which could, in the aggregate, have a material adverse effect on Debtor, its
business or operations, or its ability to perform its obligations under the
Debt Documents, nor does Debtor have reason to believe that any such suits or
proceedings are threatened;



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(g)              Solvency. The fair salable value of Debtor’s assets (including goodwill minus
disposition costs) exceeds the fair value of its liabilities; the Debtor is not
left with unreasonably small capital after the transactions in this Agreement
or any Collateral Schedule and Debtor is able to pay its debts (including trade
debts) as they mature.


 (h)           Financial
Statements Prepared In Accordance with GAAP.  All financial statements
delivered to Secured Party in connection with the Indebtedness have been
prepared in accordance with Generally Accepted Accounting Principles (“GAAP”),
and since the date of the most recent financial statement, there has been no
material adverse change in Debtor’s financial condition;


 (i)               Use
of Collateral.  The Collateral is not, and will not be, used
by Debtor for personal, family or household purposes;


 (j)               Collateral
in Good Condition and Repair.  The Collateral is, and will remain, in good
condition and repair and Debtor will not be negligent in its care and use;


 (k)            Location
of Collateral.  Except for any laptop computers used by the
Customer offsite in the ordinary course of business, all of the tangible
Collateral is located at the locations set forth on each Collateral Schedule.
Debtor shall give the Secured Party 30 days prior written notice of any
relocation of any Collateral;


(l)                    Ownership of Collateral.  Debtor is, and will remain, the sole and
lawful owner, and in possession of, the Collateral, and has the sole right and
lawful authority to grant the security interest described in this Agreement;


(m)            Encumbrances.  The Collateral is, and will
remain, free and clear of all liens, claims and encumbrances of any kind
whatsoever, except for Permitted Liens;


(n)              Intellectual Property Rights. 
Debtor will protect, defend and maintain the validity and enforceability
of the Intellectual Property that is material to Debtor’s business and
operations and promptly advise Secured Party in writing of material
infringements.


(o)              Taxes.  All federal, state and local
tax returns required to be filed by Debtor have been filed with the appropriate
governmental agencies and all taxes due and payable by Debtor have been timely
paid, except where the failure to timely pay would not, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the business
and operations of Debtor. Debtor will pay when due all taxes, assessments and
other liabilities except as contested in good faith and by appropriate
proceedings and for which adequate reserves have been established;


(p)              No Defaults.  No event or condition exists
under any material agreement, instrument or document to which Debtor is a party
or is subject, or by which Debtor or any of its properties are bound, which
constitutes a default or an event of default thereunder on the part of Debtor,
or, with the giving of notice, passage of time, or both, would constitute a
default or event of default thereunder on the part of Debtor;


(q)              Certification of Financial Information.  All
reports, certificates, schedules, notices and financial information submitted
by Debtor to the Secured Party pursuant to this Agreement shall be certified as
true and correct by the president or chief financial officer of Debtor; and


(r)                 Notice of Material Adverse Change. 
Debtor shall give the Secured Party prompt written notice of any event,
occurrence or other matter which (a) has resulted in a material adverse change
in its financial condition, business operations, prospects, product
development, technology, or business or contractual relations with third
parties of Debtor, or (b) which would impair the ability of Debtor to perform
its obligations hereunder, or (c) which would impair the ability of Secured
Party to enforce the Indebtedness or realize upon the Collateral.


(s)               Audits.  Debtor shall allow Secured
Party to audit Debtor’s Collateral at Debtor’s expense. Such audits will be
conducted no more often than every twelve (12) months unless a default has
occurred and is continuing.


(t)                 Perfection Certificate. 
Debtor has previously delivered to the Secured Party a certificate
signed by the Debtor and entitled “Perfection Certificate” (the “Perfection Certificate”). The Debtor represents and warrants to
the Secured Party as follows: (a) the Debtor’s exact legal name is that
indicated on the Perfection Certificate and on the signature page hereof, (b)
the Debtor is an organization of the type, and is organized in the jurisdiction
set forth in the Perfection Certificate, (c) the Perfection Certificate
accurately sets forth the Debtor’s organizational identification number or accurately
states that the Debtor has none, (d) the Perfection Certificate accurately sets
forth the Debtor’s place of business or, if more than one, its chief executive
office, as well as the Debtor’s mailing address, if different, (e) all other
information set forth on the Perfection Certificate pertaining to the Debtor is
accurate and complete, and (f) that there has been no change in any information
provided in the Perfection Certificate since the date on which it was executed
by the Debtor.


(u)              Primary Account  and Wire Transfer Instructions.  Debtor maintains its Primary Account (the “Primary Operating Account”) and
the Wire Transfer Instructions for the Primary Operating Account are as
follows:



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Debtor hereby agrees that
Loans will be advanced to the account specified above and regularly scheduled
payments will be automatically debited from the same account.


3.                   COLLATERAL.


The Debtor, covenants and
agrees that, so long as any of the Debt Documents shall remain in effect, or
unless the Secured Party shall otherwise consent in writing:


(a)               Possession of Collateral; Inspection of
Collateral.  Until the declaration of any default, Debtor
shall remain in possession of the Collateral; except that Secured Party shall
have the right to possess (i) any chattel paper or instrument that constitutes
a part of the Collateral, and (ii) any other Collateral in which Secured Party’s
security interest may be perfected only by possession. Secured Party may
inspect any of the Collateral during normal business hours after giving Debtor
reasonable prior notice. Debtor is notified hereby that Secured Party shall
inspect the Collateral set forth in each Collateral Schedule within seven (7)
days following the date of each funding of a Collateral Schedule.


(b)              Maintenance of Collateral. 
Debtor shall (i) use the Collateral only in its trade or business, (ii) maintain all of the Collateral in good operating order and repair,
normal wear and tear excepted, (iii) use and maintain the Collateral only in
compliance with manufacturers’ recommendations and all applicable laws, and
(iv) keep all of the Collateral free and clear of all liens, claims and encumbrances
(except for Permitted Liens).


(c)               Disposition of Collateral. Except with the prior written consent of
Secured Party, Debtor agrees it shall not (i) part with possession of any of
the Collateral (except to Secured Party or for maintenance and repair), (ii)
remove any of the Collateral from the continental United States, or (iii) sell,
rent, lease, mortgage, license, grant a security interest in or otherwise
transfer or encumber (except for Permitted Liens) any of the Collateral, other
than in connection with a transaction in which all or substantially all the
assets of Debtor or more than fifty percent (50%) of the outstanding equity
securities of Debtor are sold, provided, that in the event of any disposition
of Collateral resulting from the consummation of a transaction described in
this Section 3(c)(iii), then, at the sole discretion and option of Secured
Party, Secured Party may declare all of the Indebtedness immediately due and
payable, and in the event of such declaration by Secured Party, Debtor agrees
to prepay within sixty (60) days all amounts of principal then outstanding
under each Note issued to Secured Party, together with all accrued interest and
any applicable prepayment premium due to Secured Party as set forth in each
Note.


(d)              Taxes.   Debtor shall pay promptly when
due all taxes, license fees, assessments and public and private charges levied
or assessed on any of the Collateral, on its use, or on this Agreement or any
of the other Debt Documents. At its option, Secured Party may discharge taxes,
liens, security interests or other encumbrances at any time levied or placed on
the Collateral and may pay for the maintenance, insurance and preservation of
the Collateral and effect compliance with the terms of this Agreement or any of
the other Debt Documents. Debtor agrees to reimburse Secured Party, on demand,
all reasonable costs and expenses incurred by Secured Party in connection with
such payment or performance and agrees that such reimbursement obligation shall
constitute Indebtedness.


(e)               Books and Records. 
Debtor shall, at all times, keep accurate and complete records of the
Collateral, and Secured Party shall have the right to inspect and make copies
of all of Debtor’s books and records relating to the Collateral during normal
business hours, after giving Debtor reasonable prior notice.


(f)                 Third Party Possession of Collateral. Debtor agrees and acknowledges that any
third person who may at any time possess all or any portion of the Collateral
shall be deemed to hold, and shall hold, the Collateral as the agent of, and as
pledge holder for, Secured Party. Secured Party may at any time give notice to
any third person described in the preceding sentence that such third person is
holding the Collateral as the agent of, and as pledge holder for, the Secured
Party.


(g)              Change of Address, Name or Jurisdiction. The Debtor has not at any time within the
past four (4) months either changed its name or changed the state of
jurisdiction in which it is organized and existing, nor has it maintained its
chief executive office or any of the Collateral at any other location, except
as set forth above, and shall not do so hereafter except upon prior written
notice to the Secured Party. The Secured Party shall be entitled to rely upon
the foregoing unless it receives 14 days’ advance written notice of a change in
the Debtor’s name, state of jurisdiction, address of the Debtor’s chief
executive offices or location of the Collateral.



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(h)              Fixtures.  Debtor shall not permit any
item of the Collateral to become a fixture to real estate or an accession to
other property without the prior written consent of the Secured Party, and the
Collateral is now and shall at all times remain personal property except with
the Secured Party’s prior written consent. If any of the Collateral is or will
be attached to real estate in such a manner as to become a fixture under
applicable state law and if such real estate is encumbered, the Debtor will
obtain from the holder of each Lien or encumbrance a written consent and subordination
to the security interest hereby granted, or a written disclaimer of any
interest in the Collateral, in a form acceptable to the Secured Party.


(i)                  Indebtedness Payments. 
Debtor shall not (i) prepay, redeem, purchase, defease or otherwise
satisfy in any manner prior to the scheduled repayment thereof any Additional
Indebtedness for borrowed money or lease obligations, (ii) amend, modify or
otherwise change the terms of any Additional Indebtedness for borrowed money or
lease obligations so as to accelerate the scheduled repayment thereof or (iii)
repay any notes to officers, directors or shareholders except as expressly
provided for in a duly executed subordination agreement in favor of, and
approved by Secured Party.


(j)                  Additional Indebtedness. Debtor shall not create, incur, assume or
permit to exist any Additional Indebtedness except Permitted Indebtedness.


4.                   INSURANCE.


(a)               Risk of Loss. Debtor shall at all times bear the entire risk of any loss, theft,
damage to, or destruction of, any of the Collateral from any cause whatsoever.


(b)              Insurance Requirements. 
Debtor agrees to keep the Collateral insured at all times against loss
or damage by fire and extended coverage perils, theft, burglary, and for any or
all Collateral, which are vehicles, for risk of loss by collision, and if
requested by Secured Party, against such other risks as Secured Party may
reasonably require. The insurance coverage shall be in an amount no less than
the full replacement value of the Collateral, and deductible amounts, insurers
and policies shall be acceptable to Secured Party. Debtor shall deliver to
Secured Party any policies and certificates of insurance evidencing such
coverage as may be requested by Secured Party. Each policy shall name Secured
Party as a loss payee, shall provide for coverage to Secured Party regardless
of the breach by Debtor of any warranty or representation made therein, shall
not be subject to co-insurance, and shall provide that coverage may not be
canceled or altered by the insurer except upon thirty (30) days prior written
notice by Debtor to Secured Party. Proceeds of any of insurance in excess of
$1,000,000 in connection with any single occurrence or any single claim shall
be applied, at the option of Secured Party, to repair or replace the Collateral
or to reduce any of the Indebtedness.


5.                   REPORTS.


(a)               Notice of Events. Debtor shall promptly notify Secured Party
of (i) any change in the name of Debtor, (ii) any change in the state of its
incorporation or registration, (iii) any relocation of its chief executive
offices, (iv) any of the Collateral being relocated, lost, stolen, missing,
destroyed, materially damaged or worn out, (v) any lien, claim or encumbrance
other than Permitted Liens attaching to or being made against any of the
Collateral, or (vi) any occurrence of any default pursuant to Section 7
herein.


(b)              Financial Statements, Reports and Certificates. Debtor will deliver to Secured Party within
ninety (90) days of the close of each fiscal year of Debtor, Debtor’s complete
financial statements including a balance sheet, income statement, statement of
shareholders’ equity and statement of cash flows, each prepared in accordance
with GAAP consistently applied, certified by a recognized firm of certified
public accountants satisfactory to Secured Party. Debtor will deliver to
Secured Party copies of Debtor’s quarterly financial statements including a
balance sheet, income statement and statement of cash flows, each prepared by
Debtor in accordance with GAAP consistently applied by Debtor and certified by
Debtor’s chief financial officer, within forty-five (45) days after the close
of each of Debtor’s fiscal quarter. Debtor will deliver to Secured Party copies
of all Forms l0-K and l0-Q, if any, within 30 days after the dates on which they
are filed with the Securities and Exchange Commission. Debtor will deliver to
Secured Party promptly upon request of Secured Party, in form satisfactory to
Secured Party, such other and additional information as Secured Party may
reasonably request from time to time.


6.                   FURTHER ASSURANCES.


(a)               Further Assurances Regarding Security
Interests.  Debtor shall, upon request of Secured Party,
furnish to Secured Party such further information, execute and deliver to
Secured Party such documents and instruments (including, without limitation,
Uniform Commercial Code financing statements) and shall do such other acts and
things as Secured Party may at any time reasonably request relating to the
perfection or protection of the security interest created by this Agreement or
for the purpose of carrying out the intent of this Agreement. Without limiting
the foregoing, Debtor shall cooperate and do all acts deemed necessary or
advisable by Secured Party to continue in Secured Party a perfected first
security interest in the Collateral, and shall obtain and furnish to Secured
Party any subordinations, releases, landlord waivers, lessor waivers, mortgagee
waivers, or control agreements, and similar documents as may be from time to time
requested by, and in form and substance satisfactory to, Secured Party.



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(b)              Authorization To File Financing Statements. 
Debtor shall perform any and all acts reasonably requested by the
Secured Party to establish, maintain and continue the Secured Party’s security
interest and liens in the Collateral, including but not limited to, executing
or authenticating financing statements and such other instruments and documents
when and as reasonably requested by the Secured Party. Debtor hereby authorizes
Secured Party through any of Secured Party’s employees, agents or attorneys to
file any and all financing statements, including, without limitation, any
original filings, continuations, transfers or amendments thereof required to
perfect Secured Party’s security interest and liens in the Collateral under the
UCC without authentication or execution by Debtor. Debtor hereby irrevocably
authorizes the Secured Party at any time and from time to time to file in any
filing office in any Uniform Commercial Code jurisdiction any initial financing
statement(s) and amendments thereto that (a) indicate the Collateral (i) is
subject to Secured Party’s security interest, regardless of whether any
particular asset comprised in the Collateral falls within the scope of Article
9 of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as
being of an equal or lesser scope or with greater detail, and (b) provide any
other information required by part 5 of Article 9 of the Uniform Commercial
Code of the State or such other jurisdiction for the sufficiency or filing
office acceptance of any financing statement or amendment, including (i)
whether the Debtor is an organization, the type of organization and any
organization identification number issued to the Debtor, and (ii) in the case
of a financing statement filed as a fixture filing, a sufficient description of
real property to which the Collateral relates. The Debtor agrees to furnish any
such information to the Secured Party promptly upon the Secured Party’s
request.


(c)               Payment of Costs, Fees and Expenses. Debtor shall timely pay in full, upon
request of Secured Party, all reasonable costs, feet and expenses incurred by
Secured Party to establish, maintain, and continue the Secured Party’s security
interest and liens in the Collateral, including but not limited to lien and
related due diligence searches, verification of corporate good standing,
preparation, execution, transmission and recording of documents, inspections,
appraisals, attorney fees and any and all other related costs, fees and
expenses of Secured Party to establish, maintain, and continue the Secured
Party’s security interest and liens in the Collateral.


(d)              Indemnification. Debtor shall indemnify and defend the
Secured Party, its successors and assigns, and their respective directors,
officers and employees, from and against all claims, actions and suits
(including, without limitation, related reasonable attorneys’ fees) of any kind
whatsoever arising, directly or indirectly, in connection with any of the
Collateral or the Debt Documents; provided, however, that such indemnification
and defense shall not extend to claims, actions, suits and losses arising,
directly or indirectly from the bad faith, gross negligence or willful
misconduct of the Secured Party or its Affiliates.


7.                   DEFAULT AND REMEDIES.


(a)               Defaults. Debtor shall be in default under this Agreement and each of the other
Debt Documents if  any one of the following should occur:


	
  (i)

  	
  Debtor breaches
  its obligation to pay when due any installment or other amount due or coming
  due under any of the Debt Documents;

  
	
   

  	
   

  
	
  (ii)

  	
  Debtor, without
  the prior written consent of Secured Party, and other than in connection with
  a transaction in which all or substantially all the assets of Debtor or more
  than fifty percent (50%) of the outstanding equity securities of Debtor are
  sold, does sell, rent, lease, license, mortgage, grant a security interest in,
  or otherwise transfer or encumber, or allow Liens (except for Permitted
  Liens) upon, any of the Collateral (subject to terms and conditions of
  Section 3(c)(iii);

  
	
   

  	
   

  
	
  (iii)

  	
  Debtor breaches
  any of its insurance obligations under Section 4;

  
	
   

  	
   

  
	
  (iv)

  	
  Debtor breaches
  any of its obligations under Sections 2(m), 2 (o), 2(q) or Sections 3(c),
  3(f), 3(i), 3(j), or 3(k);

  
	
   

  	
   

  
	
  (v)

  	
  Debtor breaches
  any of its other non-payment obligations under any of the Debt Documents and
  fails to cure that breach within thirty (30) days after it has occurred;

  
	
   

  	
   

  
	
  (vi)

  	
  Any warranty,
  representation or statement made by Debtor in any of the Debt Documents or
  otherwise in connection with any of the Indebtedness shall be false or
  misleading in any material respect;

  
	
   

  	
   

  
	
  (vii)

  	
  Any of the
  Collateral is subjected to attachment, execution, levy, seizure or
  confiscation in any legal proceeding or otherwise, if any legal or
  administrative proceeding is commenced against Debtor or any of the
  Collateral, which in the good faith judgment of Secured Party subjects any of
  the Collateral to a material risk of attachment, execution, levy, seizure or confiscation
  and no bond is posted or protective order obtained to negate such risk or if
  there is a material impairment in the perfection or priority of the Secured
  Party’s security interest in the Collateral;

  
	
   

  	
   

  
	
  (viii)

  	
  Debtor breaches
  or is in default under any other agreement between Debtor and Secured Party;

  
	
   

  	
   

  
	
  (ix)

  	
  Debtor or any
  guarantor or other obligor for any of the Indebtedness (collectively “Guarantor”) dissolves,
  terminates its existence, becomes insolvent or ceases to do business as a
  going concern;

  




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  (x)

  	
  If Debtor or any
  Guarantor is a natural person, and Debtor or any such Guarantor dies or
  becomes incompetent;

  
	
   

  	
   

  
	
  (xi)

  	
  A receiver is
  appointed for all or of any part of the property of Debtor or any Guarantor,
  or Debtor or any Guarantor makes any assignment for the benefit of creditors;

  
	
   

  	
   

  
	
  (xii)

  	
  Debtor or any
  Guarantor files a petition under any bankruptcy, insolvency or similar law,
  or any such petition is filed against Debtor or any Guarantor and is not
  dismissed within forty-five (45) days;

  
	
   

  	
   

  
	
  (xiii)

  	
  Debtor’s
  improper filing of an amendment or termination statement relating to a filed
  financing statement describing the Collateral;

  
	
   

  	
   

  
	
  (xiv)

  	
  Debtor shall
  merge with or consolidate into any other entity or sell all or substantially
  all of its assets or in any manner terminate its existence (subject to terms
  and conditions of Section 3(c)(iii);

  
	
   

  	
   

  
	
  (xv)

  	
  There shall be a
  change in the ownership of Debtor’s stock such that Debtor is no longer subject
  to the reporting requirements of Section 13 of the Securities Exchange Act of
  1934 or no longer has a class of equity securities registered under Section
  12 of the Securities Exchange Act of 1934;

  
	
   

  	
   

  
	
  (xvi)

  	
  Debtor defaults
  under any agreement to pay Additional Indebtedness or any other financing
  arrangement between Debtor and a third party;

  
	
   

  	
   

  
	
  (xvii)

  	
  Secured Party
  shall have determined in its sole and good faith judgment that (a) it is the
  clear intention of Debtor’s investors to not continue to fund the Debtor in
  the amounts and timeframe necessary to enable Debtor to satisfy the
  Indebtedness as it becomes due and payable; or

  
	
   

  	
   

  
	
  (xviii)

  	
  Secured Party
  shall have determined in its sole and good faith judgment that there has been
  a material adverse change in the financial condition, business, operations,
  prospects, product development, technology, or business or contractual
  relations with third parties of Debtor from the date hereof, or a change or
  event shall have occurred which would impair the ability of Debtor to perform
  its obligations hereunder or under any of the other financing agreements to
  which it is a party or of Secured Party to enforce the Indebtedness or
  realize upon the Collateral.

  



 


(b)         Acceleration.  If Debtor is in default, the
Secured Party, at its option, may declare any or all of the Indebtedness to be
immediately due and payable, without demand or notice to Debtor or any
Guarantor (provided that if there is a default as a result of a bankruptcy or
insolvency all Indebtedness shall become immediately due and payable without
any action by Secured Party).  The
accelerated obligations and liabilities shall bear interest (both before and
after any judgment) until paid in full at the Default Rate.


(c)          Rights and Remedies.  Secured
Party shall have all of the rights and remedies of a Secured Party under the Uniform
Commercial Code, and under any other applicable law.  Without limiting the foregoing, Secured Party
shall have the right to (i) notify any account debtor of Debtor or any obligor
on any instrument which constitutes part of the Collateral to make payment to
the Secured Party, (ii) with or without legal process, enter any premises where
the Collateral may be and take possession of and remove the Collateral from the
premises or store it on the premises, (iii) sell the Collateral at public or private sale, in whole or in part, and
have the right to bid and purchase at said sale, or (iv) lease or otherwise
dispose of all or part of the Collateral, applying proceeds from such
disposition to the obligations then in default. If requested by Secured Party,
Debtor shall promptly assemble the Collateral and make it available to Secured
Party at a place to be designated by Secured Party, which is reasonably
convenient to both parties. Secured Party may also render any or all of the
Collateral unusable at the Debtor’s premises and may dispose of such Collateral
on such premises without liability for rent or costs. Any notice that Secured
Party is required to give to Debtor under the Uniform Commercial Code of the
time and place of any public sale or the time after which any private sale or
other intended disposition of the Collateral is to be made shall be deemed to
constitute reasonable notice if such notice is given to the last known address
of Debtor at least five (5) days prior to such action. Upon the occurrence and
during the continuation of a default, Debtor hereby appoints Secured Party as
Debtor’s attorney-in-fact, with full authority in Debtor’s place and stead and
in Debtor’s name or otherwise, from time to time in Secured Party’s sole and
arbitrary discretion, to take any action and to execute any instrument which
Secured Party may deem necessary or advisable to accomplish the purpose of this
Agreement. Secured Party is granted a non-exclusive royalty free license to use
Debtor’s Intellectual Property in connection with Secured Party’s disposition
of Collateral in the exercise of Secured Party’s rights or remedies hereunder.


(d)         Application of Proceeds.  The
proceeds and/or avails of the Collateral, or any part thereof, and the proceeds
and the avails of any remedy hereunder (as well as any other amounts of any
kind held by Secured Party, at the time of or received by Secured Party after
the occurrence of a default hereunder) shall be paid so and applied as follows:


a.                  First, to the payment of out-of-pocket costs and expenses, including all
amounts expended to preserve the value of the Collateral, all costs of
repossession, storage, and disposition including without limitation reasonable
attorneys’, appraisers’, and auctioneers’ fees, of foreclosure or suit, if any,
and of such sale and the exercise of any other rights or remedies, and of all
proper fees, expenses, liability and advances, including 



 6
 








reasonable legal expenses and
attorneys’ fees, incurred or made hereunder by Secured Party, including without
limitation, Secured Party’s Expenses;


b                    Second, to the payment to Secured Party of the amount then owing or unpaid on
the Loans for scheduled payments, any accrued and unpaid interest, and all
other indebtedness (provided, however, if such proceeds shall be
insufficient to pay in full the whole amount so due, owing or unpaid upon the
Loans, then to the unpaid interest thereon, then to the outstanding principal
amount of the Loans, and then to the payment of other amounts then payable to
Secured Party under any of the Debt Documents or otherwise); and


c.                  Third, to the payment of the surplus, if any, to Debtor, its successors and
assigns, or to whomsoever may be lawfully entitled to receive the same.


(e)         Fees and Costs.  Debtor
agrees to pay all reasonable attorneys’ fees and other costs incurred by
Secured Party in connection with the enforcement, assertion, defense or
preservation of Secured Party’s rights and remedies under this Agreement, or if
prohibited by law, such lesser sum as may be permitted. Debtor further agrees
that such fees and costs shall constitute Indebtedness.


(f)           Remedies Cumulative.  Secured
Party’s rights and remedies under this Agreement or otherwise arising are
cumulative and may be exercised singularly or concurrently. Neither the failure
nor any delay on the part of the Secured Party to exercise any right, power or
privilege under this Agreement shall operate as a waiver, nor shall any single
or partial exercise of any right, power or privilege preclude any other or
further exercise of that or any other right, power or privilege. SECURED PARTY
SHALL NOT BE DEEMED TO HAVE WAIVED ANY OF ITS RIGHTS UNDER THIS AGREEMENT OR
UNDER ANY OTHER AGREEMENT, INSTRUMENT OR PAPER SIGNED BY DEBTOR UNLESS SUCH
WAIVER IS EXPRESSED IN WRITING AND SIGNED BY SECURED PARTY. A waiver on any one
occasion shall not be construed as a bar to or waiver of any right or remedy on
any future occasion.


(g)        WAIVER OF JURY TRIAL. DEBTOR AND SECURED PARTY UNCONDITIONALLY
WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF THIS AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS, ANY OF THE
INDEBTEDNESS SECURED HEREBY, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY RELATING
TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR
THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY.
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL
DISPUTES THAT MAY BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS
WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT, ANY OTHER DEBT DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


8.                   MISCELLANEOUS.


(a)         Assignment. This Agreement and/or any of the other Debt Documents may be assigned,
in whole or in part, by Secured Party without notice to Debtor. Debtor agrees
that if Debtor receives written notice of an assignment from Secured Party,
Debtor will pay all amounts payable under any assigned Debt Documents to such
assignee or as instructed in writing by Secured Party. Debtor also agrees to
confirm in writing receipt of the notice of assignment as may be reasonably
requested by Secured Party or assignee.


(b)        Notices. All notices to be given in connection with this Agreement shall be in
writing, shall be addressed to the parties at their respective addresses set
forth in this Agreement (unless and until a different address may be specified
in a written notice to the other party), and shall be deemed given (i) on the
date of receipt if delivered in hand or by facsimile transmission, (ii) on the
next business day after being sent by express mail, and (iii) on the fourth
business day after being sent by regular, registered or certified mail. As used
herein, the term “business day” shall mean and include any day other than
Saturdays, Sundays, or other days on which commercial banks in New York, New
York are required or authorized to be closed.


(c)         Correction of Errors. Secured Party may correct patent errors and
fill in all blanks in this Agreement, any Collateral Schedule or in any Note
consistent with the agreement of the parties.


(d)        Time is of the Essence. Time is of the essence of this Agreement.
This Agreement shall be binding, jointly and severally, upon all parties
described as the “Debtor” and their respective heirs, executors,
representatives, successors and assigns, and shall inure to the benefit of
Secured Party, its successors and assigns.


(e)         Entire Agreement. This Agreement and the Debt Documents
constitute the entire agreement between the parties with respect to the subject
matter of this Agreement and supersede all prior understandings (whether
written, verbal or implied) with respect to such subject matter. NEITHER THIS
AGREEMENT NOR ANY OF THE DEBT DOCUMENTS SHALL BE CHANGED OR TERMINATED ORALLY
OR BY COURSE OF CONDUCT, BUT ONLY BY A WRITING SIGNED BY BOTH PARTIES. Section
headings contained in this Agreement have been included for 



 7
 








convenience only, and shall
not affect the construction or interpretation of this Agreement. This Agreement
is the result of negotiations between and has been reviewed by each of Debtor
and Secured Party executing this Agreement as of the date hereof and their
respective counsel; accordingly, this Agreement shall be deemed to be the
product of the parties hereto, and no ambiguity shall be construed in favor of
or against Debtor or Secured Party.


(f)           Termination of Agreement. This Agreement shall continue in full force
and effect until all of the Indebtedness has been indefeasibly paid in full to
Secured Party or its assignee; provided, that Debtor’s indemnity
obligations set forth in Section 6(c) shall survive until all applicable
statute of limitations periods with respect to actions that may be brought
against Secured Party have run. The surrender, upon payment or otherwise, of
any Note or any of the other documents evidencing any of the Indebtedness shall
not affect the right of Secured Party to retain the Collateral for such other
Indebtedness as may then exist or as it may be reasonably contemplated will
exist in the future. This Agreement shall automatically be reinstated if
Secured Party is ever required to return or restore the payment of all or any
portion of the Indebtedness (all as though such payment had never been made).
Secured Party shall, at Debtor’s sole cost and expense, execute such further
documents and take such further actions as may be reasonably necessary to
effect the release of its security interests contemplated by this paragraph,
including duly executing and delivering termination statements for filing in
all relevant jurisdictions under the Code.


(g)        CHOICE OF LAW. DEBTOR AGREES THAT SECURED PARTY AND/OR ITS
SUCCESSORS AND ASSIGNS SHALL HAVE THE OPTION BY WHICH STATE LAWS THIS AGREEMENT
SHALL BE GOVERNED AND CONSTRUED: (A) THE LAWS OF THE COMMONWEALTH OF VIRGINIA;
OR (B) IF COLLATERAL HAS BEEN PLEDGED TO SECURE THE LIABILITIES, THEN BY THE
LAWS OF THE STATE OR STATES WHERE THE COLLATERAL IS LOCATED, AT SECURED PARTY’S
OPTION. THIS CHOICE OF STATE LAWS IS EXCLUSIVE TO THE SECURED PARTY. DEBTOR
SHALL NOT HAVE ANY OPTION TO CHOOSE THE LAWS BY WHICH THIS AGREEMENT SHALL BE
GOVERNED. DEBTOR ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY THE
SECURED PARTY IN PARTIAL CONSIDERATION OF SECURED PARTY’S RIGHT TO ENFORCE IN
THE JURISDICTION STATED ABOVE. DEBTOR CONSENTS TO JURISDICTION IN THE
COMMONWEALTH OF VIRGINIA OR THE STATE IN WHICH ANY COLLATERAL IS LOCATED AND
VENUE IN ANY FEDERAL OR STATE COURT IN THE COMMONWEALTH OF VIRGINIA OR THE
STATE IN WHICH COLLATERAL IS LOCATED FOR SUCH PURPOSES AND WAIVES ANY AND ALL
RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT SAID
COUNTY IS NOT CONVENIENT. DEBTOR WAIVES ANY RIGHTS TO COMMENCE ANY ACTION
AGAINST SECURED PARTY IN ANY JURISDICTION EXCEPT VIRGINIA, OR IF SECURED PARTY
CHOOSES TO LITIGATE IN A STATE WHERE COLLATERAL IS LOCATED THEN IN SUCH COUNTY
AND STATE; PROVIDED, HOWEVER, THAT SUCH WAIVER SHALL NOT APPLY WITH RESPECT TO
ANY ACTIONS AGAINST SECURED PARTY ARISING DIRECTLY OR INDIRECTLY PROM THE BAD
FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SECURED PARTY.


(h)        Power of Attorney. To facilitate direct collection, but only
after a default has occurred and is continuing, the Debtor hereby appoints the
Secured Party and any officer or employee of the Secured Party, as the Secured
Party may from time to time designate, as attorney-in-fact for the Debtor to
(a) endorse the name of the Debtor in favor of the Secured Party upon any and
all checks, drafts, money orders, notes, acceptances or other evidences of payment
or Collateral that may come into the Secured Party’s possession; (b) do all
acts and things necessary to carry out this Agreement and the transactions
contemplated hereby, including signing the name of the Debtor on any
instruments required by law in connection with the transactions contemplated
hereby and on financing statements as permitted by the Virginia Uniform
Commercial Code. The Debtor hereby ratifies and approves all acts of such
attorneys-in-fact, and neither the Secured Party nor any other such
attorney-in-fact shall be liable for any acts of commission or omission, or for
any error of judgment or mistake of fact or law of any such attorney-in-fact.
This power, being coupled with an interest, is irrevocable so long as the Loan
remains unsatisfied, or any Debt Document remains effective, as solely
determined by the Secured Party.


(i)            Loss, Depreciation or Other Damage. The Secured Party shall not be liable for or
prejudiced by any loss, depreciation or other damage to Collateral unless
caused by the Secured Party’s willful and malicious act, and the Secured Party
shall have no duty to take any action to preserve or collect any Collateral.


(j)            Demand Protest. Debtor waives demand, protest, notice of
protest, notice of default or dishonor, notice of payment and nonpayment,
notice of any default, nonpayment at maturity, release, compromise, settlement,
extension, or renewal of accounts, documents, instruments, chattel paper, and
guarantees at any time held by Secured Party on which Debtor may in any way be
liable.


9.                  DEFINITIONS.


As
used herein, the following terms, when initial capital letters are used, shall
have the respective meanings set forth below. In addition, all terms defined in
the Code shall have the meanings given therein unless otherwise defined herein.


Defined Terms. As used in this Agreement, the following
terms shall have the following meanings, unless the context otherwise requires:



 8
 








“Additional Indebtedness”
means, with respect to Debtor or any of its subsidiaries, the aggregate amount
of, without duplication, (a) all obligations of such Person for borrowed money,
(b) all obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments, (c) all obligations of such Person to pay the
deferred purchase price of property or services (excluding trade payables aged
less than one hundred eighty (180) days), (d) all capital lease obligations of
such Person, (e) all obligations or liabilities of others secured by a Lien on
any asset of such Person, whether or not such obligation or liability is
assumed, (f) all obligations or liabilities of others guaranteed by such
Person, and (g) any other obligations or liabilities which are required by GAAP
to be shown as debt on the balance sheet of such Person. Unless otherwise
indicated, the term “Additional Indebtedness” shall include all Indebtedness of
Debtor and all of its subsidiaries.


“Affiliate” of
a Person is a Person that owns or controls directly or indirectly the Person,
any Person that controls or is controlled by or is under common control with
the Person, and each of that Person’s senior executive officers, directors,
partners and, for any Person that is a limited liability company, that Person’s
managers and members.


“Code” means
the Virginia Uniform Commercial Code (including revised Article 9 thereof).


“Collateral” has the meaning given such capitalized term in Section 1.


“Collateral Schedule” has the meaning given such capitalized term in Section 1.


“Debt Documents” has
the meaning given such capitalized term in Section 2(b).


“Default Rate” is the lower of eighteen percent (18%) per annum or the maximum rate not
prohibited by applicable law.


“GAAP” has the meaning given in Section 2(h).


“Indebtedness” has the meaning given such capitalized term in Section 1.


“Intellectual Property” shall mean (a) all of the Debtor’s right, title and interest, whether
now owned or existing or hereafter acquired or arising, in and to all domestic
and foreign copyrights, copyright registrations and copyright applications,
whether or not registered or filed with any governmental authority, together
with (i) all renewals thereof, (ii) all present and future rights of the Debtor
under all present and future license agreements relating thereto, whether the
Debtor in licensee or licensor thereunder, (iii) all income, royalties, damages
and payments now or hereafter due and/or payable to the Debtor thereunder or
with respect thereto, including, without limitation, damages and payments for
past, present or future infringements thereof, (iv) all of the Debtor’s present
and future claims, causes of action and rights to sue for past, present or
future infringements thereof, and (v) all rights corresponding thereto
throughout the world (collectively “Copyright
Rights”); (b) all of the Debtor’s right, title and interest, whether
now owned or existing or hereafter acquired or arising, in and to all United
States and foreign patents, and pending and abandoned United States and foreign
patent applications, including, without limitation, the inventions and
improvements described or claimed therein, together with (i) any reissues,
divisions, continuations, certificates of re-examination, extensions and
continuations-in-part thereof, (ii) all present and future rights of the Debtor
under all present and future license agreements relating thereto, whether the
Debtor is licensee or licensor thereunder, (iii) all income, royalties, damages
and payments now or hereafter due and/or payable to the Debtor thereunder or
with respect thereto, including, without limitation, damages and payments for
past, present or future infringements thereof, (iv) all of the Debtor’s present
and future claims, causes of action and rights to sue for past, present or
future infringements thereof, and (v) all rights corresponding thereto
throughout the world (collectively “Patent
Rights”); (c) all of the Debtor’s right, title and interest, whether
now owned or existing or hereafter acquired or arising, in and to all domestic
and foreign trademarks, trademark registrations, trademark applications and
trade names, whether or not registered or filed with any governmental
authority, together with (i) all renewals thereof, (ii) all present and future
rights of the Debtor under all present and future license agreements relating
thereto, whether the Debtor is licensee or licensor thereunder, (iii) all
income, royalties, damages and payments now or hereafter due and/or payable to
the Debtor thereunder or with respect thereto, including, without limitation,
damages and payments for past, present or future infringements thereof, (iv)
all of the Debtor’s present and future claims, causes of action and rights to
sue for past, present or future infringements thereof, and (v) all rights
corresponding thereto throughout the world (collectively “Trademark Rights”); (d) all present and
future licenses and license agreements of the Debtor, and all rights of the
Debtor under or in connection therewith, whether the Debtor is licensee or
licensor thereunder, including, without limitation, any present or future
franchise agreements under which the Debtor is franchisee or franchisor,
together with (i) all renewals thereof, (ii) all income, royalties, damages and
payments now or hereafter due and/or payable to the Debtor thereunder or with
respect thereto, including, without limitation, damages and payments for past,
present or future infringements thereof, (iii) all claims, causes of action and
rights to sue for past, present or future infringements thereof, and (iv) all
rights corresponding thereto throughout the world (collectively “License Rights”); (e) all present and future trade secrets of the Debtor; and (f)
all other present and future intellectual property of the Debtor.


“Lien(s)” shall mean any voluntary or involuntary
mortgage, pledge, deed of trust, assignment, security interest, encumbrance,
hypothecation, lien, or charge of any kind (including any conditional sale or
other title retention agreement, any financing lease having substantially the
same economic effect as any of the foregoing, and the filing of, or agreement
to give, any financing statement under the Uniform Commercial Code or
comparable law of any jurisdiction).


“Loan” means an advance of credit by Secured Party to
Debtor.


“Note” has the meaning given such capitalized term in
Section 1.


“Permitted Indebtedness”
means and includes: (i) Indebtedness of Debtor to Secured Party, (ii)
Additional Indebtedness arising from the endorsement of instruments in the
ordinary course of business, (iii) Additional Indebtedness existing on the date
hereof and set forth in Schedule B, (iv) Subordinated Indebtedness, (v)
Additional Indebtedness secured by Liens permitted under clause (vi) of the
definition of Permitted Liens, and (vi) Additional Indebtedness secured by
liens that (A) do not attach to the collateral and (B) do not exceed, in the
aggregate, $10,000,000 in principal, at any time.


“Permitted Liens” means: (i) liens in favor of Secured Party, (ii) liens for taxes not yet
due or for taxes being contested in good faith and which do not involve, in the
judgment of Secured Party, any risk of the sale, forfeiture or loss of any of
the Collateral, (iii) inchoate material men’s, mechanic’s, repairmen’s and
similar liens arising by operation of law in the normal course of business for
amounts which are not delinquent, (iv) Liens existing on the date hereof and
set forth in Schedule B, (v) licenses of Intellectual Property for the
ordinary course of business, and (vi) Liens upon any Equipment acquired by
Debtor after the date hereof to secure (i) the purchase price of such equipment
or other personal property, or (ii) lease obligations or indebtedness incurred
solely for the purpose of financing the acquisition of such Equipment; provided
that (A) such Liens are 



 9
 








confined solely to the
Equipment so acquired and the amount secured does not exceed the acquisition
price thereof, and (B) no such Lien shall be created, incurred, assumed or
suffered to exist in favor of Debtor’s officers, directors or shareholders
holding five percent (5%) or more of Debtor’s equity securities.


“Person” in
any individual, sole proprietorship, partnership, limited liability company, joint
venture, company association, trust, unincorporated organization, association,
corporation, institution, public benefit corporation, firm, joint stock
company, estate, entity or government agency.


“Primary Operating Account” has the meaning given such capitalized term in
Section 2(w).


“Secured Party’s Expenses” means all reasonable costs or expenses
(including reasonable attorneys’ fees and expenses) incurred in connection with
the preparation, negotiation, documentation, administration and funding of the
Debt Documents; and Secured Party’s reasonable attorneys’ fees, costs and
expenses incurred in amending, modifying, enforcing or defending the Debt Documents
(including fees and expenses of appeal or review), including the exercise of
any rights or remedies afforded hereunder or under applicable law, whether or
not suit is brought, whether before or after bankruptcy or insolvency,
including without limitation all fees and costs incurred by Secured Party in
connection with Secured Party’s enforcement of its rights in a bankruptcy or
insolvency proceeding filed by or against Debtor or its property.


“Subordinated Indebtedness” means Additional Indebtedness subordinated to
the Indebtedness of Debtor to Secured Party on terms and conditions acceptable
to Secured Party in its sole discretion.


IN WITNESS
WHEREOF, Debtor and
Secured Party, intending to be legally bound hereby, have duly executed this
Agreement in one or more counterparts, each of which shall be deemed to be an
original, as of the day and year first aforesaid.


	
  SECURED PARTY:

  	
  DEBTOR:

  
	
   

  	
   

  
	
  Oxford
  Finance Corporation

  	
  Pharmacopeia Drug Discovery, Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael J.
  Altenburger

  	
   

  	
  By:

  	
  /s/ Brian M. Posner

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Michael J.
  Altenburger

  	
   

  	
  Name: Brian M. Posner

  
	
   

  	
   

  
	
  Title:

  	
  Chief Financial
  Officer

  	
   

  	
  Title: Executive Vice President, Chief Financial
  Officer and 

  
	
   

  	
  Treasurer

  
									



 



 10
 








SCHEDULE  A


FORM OF


COMPLIANCE
CERTIFICATE


Oxford Finance Corporation


133 N. Fairfax Street


Alexandria,
VA 22314


Re:                             <Debtor>


Gentlemen:


Reference
is made to the Master Security Agreement dated as of                   ,
200     , (as the same have been and may be amended from time to time in
writing, the “Loan Agreement”, the capitalized terms used herein as
defined therein), between Oxford Finance Corporation and <Debtor> (the “Company”).


The undersigned authorized representative of the Company hereby
certifies that in accordance with the terms and conditions of the Loan
Agreement, the Company is in complete compliance for the financial reporting
period ending                        
with all required financial reporting under the Loan Agreement, except as noted
below. Attached herewith are the required documents supporting the foregoing
certification. The undersigned further certifies that the accompanying
financial statements have been prepared in accordance with Generally Accepted
Accounting Principles, and are consistent from one period to the next, except
as explained below.


Indicate compliance status by circling Yes/No under “Complies”


	
  REPORTING REQUIREMENT

  	
   

  	
  REQUIRED

  	
   

  	
  COMPLIES

  
	
  Interim
  Financial Statements

  	
   

  	
  Quarterly within 45 days

  	
   

  	
  YES / NO

  
	
  Audited
  Financial Statements

  	
   

  	
  FYE within 90 days

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of most
  recent Board-approved

  	
   

  	
   

  	
   

  	
   

  
	
  budget/plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Submitted with
  Borrowing Request

  	
   

  	
   

  	
   

  	
  YES / NO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Any change in
  budget/plan since prior Borrowing Request

  	
   

  	
  YES / NO

  	
   

  	
   

  
									



 


EXPLANATIONS


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  <Debtor>

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: *

  



 






*         Must be executed by Debtor’s Chief Financial Officer.



 11
 








SCHEDULE B


Listing of Additional Indebtedness


	
   

  	
   

  	
  Type of Indebtedness (i.e. equipment 

  	
   

  	
  Amount of Indebtedness as of date 

  	
   

  	
   

  
	
  Payee

  	
   

  	
  financing/lease, etc.)

  	
   

  	
  of this Agreement

  	
   

  	
  Payment Terms

  
	
  None

  	
   

  	
  None

  	
   

  	
  None

  	
   

  	
  None

  
	
     

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 12