Exhibit 10.14


 


SECURITY AGREEMENT


 


1.                                       Identification.


 


This Security Agreement (the “Agreement”),
dated as of February 16, 2006, is entered into by and between Aegis Assessments, Inc.,
a Delaware corporation (“Debtor”), and Barbara R. Mittman, as collateral agent
acting in the manner and to the extent described in the Collateral Agent
Agreement defined below (the “Collateral Agent”), for the benefit of the
parties identified on Schedule A hereto (collectively, the “Lenders”).


 


2.                                       Recitals.


 


2.1                                 The
Lenders have made, are making and will be making loans to Debtor (the “Loans”).  It is beneficial to Debtor that the Loans
were made and are being made.


 


2.2                                 The Loans
are and will be evidenced by certain convertible promissory notes (each a “Convertible
Note”) issued by Debtor on or about the date of and after the date of this
Agreement pursuant to subscription agreements (each a “Subscription Agreement”)
to which Debtor and Lenders are parties. 
The Notes are further identified on Schedule A hereto and were and
will be executed by Debtor as “Borrower” for the benefit of each Lender as the “Holder”
or “Lender” thereof.  Schedule A
hereto may be amended to include such other Lenders who become parties hereto
and sign this Agreement, the Collateral Agent Agreement and any other agreement
reasonably requested by the Collateral Agent, who will have purchased Notes
pursuant to the Subscription Agreement.


 


2.3                                 In
consideration of the Loans made and to be made by Lenders to Debtor and for
other good and valuable consideration, and as security for the performance by Debtor
of its obligations under the Notes and as security for the repayment of the
Loans and all other sums due from Debtor to Lenders arising under the
Transaction Documents (as defined in the Subscription Agreement), and any other
agreement between or among them (collectively, the “Obligations”), Debtor, for
good and valuable consideration, receipt of which is acknowledged, has agreed
to grant to the Collateral Agent, for the benefit of the Lenders, a security interest
in the Collateral (as such term is hereinafter defined), on the terms and
conditions hereinafter set forth. 
Obligations include all future advances by Lenders to Debtor made
pursuant to the Subscription Agreement.


 


2.4                                 The
Lenders have appointed Barbara R. Mittman as Collateral Agent pursuant to that
certain Collateral Agent Agreement dated at or about February 16, 2006 (“Collateral
Agent Agreement”), among the Lenders and Collateral Agent.


 


2.5                                 The
following defined terms which are defined in the Uniform Commercial Code in
effect in the State of New York on the date hereof are used herein as so
defined:  Accounts, Chattel Paper,
Documents, Equipment, General Intangibles, Instruments, Inventory and Proceeds.


 


3.                                       Grant of
General Security Interest in Collateral.


 


3.1                                 As
security for the Obligations of Debtor, Debtor hereby grants the Collateral
Agent, for the benefit of the Lenders, a security interest in all of the
following property of Debtor (hereinafter, the “Collateral”).


 


1

















 


(A)                              All now owned and hereafter acquired right, title and interest of
Debtor in, to and in respect of all Accounts, Goods, real or personal property,
all present and future books and records relating to the foregoing and all products
and Proceeds of the foregoing, and as set forth below:


 


(i)                                     All now owned and hereafter acquired right, title and interest of
Debtor in, to and in respect of all: Accounts, interests in goods represented
by Accounts, returned, reclaimed or repossessed goods with respect thereto and
rights as an unpaid vendor; contract rights; Chattel Paper; investment
property; General Intangibles (including but not limited to, tax and duty
claims and refunds, registered and unregistered patents, trademarks, service marks,
certificates, copyrights trade names, applications for the foregoing, trade
secrets, goodwill, processes, drawings, blueprints, customer lists, licenses,
whether as licensor or licensee, chooses in action and other claims, and
existing and future leasehold interests in equipment, real estate and
fixtures); Documents; Instruments; letters of credit, bankers’ acceptances or
guaranties; cash moneys, deposits; securities, bank accounts, deposit accounts,
credits and other property now or hereafter owned or held in any capacity by
Debtor, as well as agreements or property securing or relating to any of the
items referred to above;


 


(ii)                                  Goods:  All now owned and hereafter acquired right,
title and interest of Debtor in, to and in respect of goods, including, but not
limited to:


 


(a)                                  All Inventory, wherever located, whether now
owned or hereafter acquired, of whatever kind, nature or description, including
all raw materials, work-in-process, finished goods, and materials to be used or
consumed in Debtor’s business; finished goods, timber cut or to be cut, oil,
gas, hydrocarbons, and minerals extracted or to be extracted, and all names or
marks affixed to or to be affixed thereto for purposes of selling same by the
seller, manufacturer, lessor or licensor thereof and all Inventory which may be
returned to Debtor by its customers or repossessed by Debtor and all of Debtor’s
right, title and interest in and to the foregoing (including all of Debtor’s
rights as a seller of goods);


 


(b)                                 All Equipment and fixtures, wherever located, whether now owned or
hereafter acquired, including, without limitation, all machinery, furniture and
fixtures, and any and all additions, substitutions, replacements (including
spare parts), and accessions thereof and thereto (including, but not limited to
Debtor’s rights to acquire any of the foregoing, whether by exercise of a
purchase option or otherwise);


 


(iii)                               Property:  All now owned and hereafter acquired right,
title and interests of Debtor in, to and in respect of any other personal
property in or upon which Debtor has or may hereafter have a security interest,
lien or right of setoff;


 


(iv)                              Books and
Records:  All present and future
books and records relating to any of the above including, without limitation,
all computer programs, printed output and computer readable data in the
possession or control of the Debtor, any computer service bureau or other third
party; and


 


(v)                                 Products
and Proceeds:  All products and Proceeds
of the foregoing in whatever form and wherever located, including, without
limitation, all insurance proceeds and all claims against third parties for
loss or destruction of or damage to any of the foregoing.


 


(B)                                All now
owned and hereafter acquired right, title and interest of Debtor in, to and in
respect of the following:


 


2

















 


(i)                                     the shares of stock, partnership interests, member interests or
other equity interests at any time and from time to time acquired by Debtor of
any and all entities now or hereafter existing (such entities, being
hereinafter referred to collectively as the “Pledged Issuers” and individually
as a “Pledged Issuer”), the certificates representing such shares, partnership
interests, member interests or other interests all options and other rights,
contractual or otherwise, in respect thereof and all dividends, distributions,
cash, instruments, investment property and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such shares, partnership interests, member interests or other
interests;


 


(ii)                                  all additional shares of stock, partnership interests, member
interests or other equity interests from time to time acquired by Debtor, of
any Pledged Issuer, the certificates representing such additional shares, all
options and other rights, contractual or otherwise, in respect thereof and all
dividends, distributions, cash, instruments, investment property and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such additional shares, interests
or equity; and


 


(iii)                               all security entitlements of Debtor in, and all Proceeds of any
and all of the foregoing in each case, whether now owned or hereafter acquired
by Debtor and howsoever its interest therein may arise or appear (whether by
ownership, security interest, lien, claim or otherwise).


 


3.2                                 The
Collateral Agent is hereby specifically authorized, after the Maturity Date
(defined in the Notes), accelerated or otherwise, or after an Event of Default
(as defined herein) and the expiration of any applicable cure period, to
transfer any Collateral into the name of the Collateral Agent and to take any
and all action deemed advisable to the Collateral Agent to remove any transfer
restrictions affecting the Collateral.


 


4.                                       Perfection of Security Interest.


 


4.1                                 Debtor shall prepare and deliver to
the Collateral Agent UCC-1 Financing Statements.  The Collateral Agent is instructed to file at
Debtor’s cost and expense, financing statements in such jurisdictions deemed
advisable to the Collateral Agent, including but not limited to the State of
Delaware.  The Financing Statements are
deemed to have been filed for the benefit of the Collateral Agent and Lenders
identified on Schedule A hereto.


 


4.2                                 All other certificates and
instruments constituting Collateral from time to time required to be pledged to
Collateral Agent pursuant to the terms hereof (the “Additional Collateral”)
shall be delivered to Collateral Agent promptly upon receipt thereof by or on
behalf of Debtor.  All such certificates
and instruments shall be held by or on behalf of Collateral Agent pursuant
hereto and shall be delivered in suitable form for transfer by delivery, or
shall be accompanied by duly executed instruments of transfer or assignment or
undated stock powers executed in blank, all in form and substance satisfactory
to Collateral Agent.  If any Collateral
consists of uncertificated securities, unless the immediately following
sentence is applicable thereto, Debtor shall cause Collateral Agent (or its
custodian, nominee or other designee) to become the registered holder thereof,
or cause each issuer of such securities to agree that it will comply with
instructions originated by Collateral Agent with respect to such securities
without further consent by Debtor.  If
any Collateral consists of security entitlements, Debtor shall transfer such
security entitlements to Collateral Agent (or its custodian, nominee or other
designee) or cause the applicable securities intermediary to agree that it will
comply with entitlement orders by Collateral Agent without further consent by
Debtor.


 


4.3                                 Within five (5) business days
after the receipt by Debtor of any Additional Collateral, a Pledge Amendment,
duly executed by Debtor, in substantially the form of Annex I hereto (a “Pledge


 


3

















 


Amendment”), shall be delivered to Collateral Agent in respect of
the Additional Collateral to be pledged pursuant to this Agreement.  Debtor hereby authorizes Collateral Agent to
attach each Pledge Amendment to this Agreement and agrees that all certificates
or instruments listed on any Pledge Amendment delivered to Collateral Agent
shall for all purposes hereunder constitute Collateral.


 


4.4                                 If Debtor shall receive, by virtue
of Debtor being or having been an owner of any Collateral, any (i) stock
certificate (including, without limitation, any certificate representing a
stock dividend or distribution in connection with any increase or reduction of
capital, reclassification, merger, consolidation, sale of assets, combination
of shares, stock split, spin-off or split-off), promissory note or other
instrument, (ii) option or right, whether as an addition to, substitution
for, or in exchange for, any Collateral, or otherwise, (iii) dividends
payable in cash (except such dividends permitted to be retained by Debtor
pursuant to Section 5.2 hereof) or in securities or other property or (iv) dividends
or other distributions in connection with a partial or total liquidation or
dissolution or in connection with a reduction of capital, capital surplus or
paid-in surplus, Debtor shall receive such stock certificate, promissory note,
instrument, option, right, payment or distribution in trust for the benefit of
Collateral Agent, shall segregate it from Debtor’s other property and shall
deliver it forthwith to Collateral Agent, in the exact form received, with any
necessary endorsement and/or appropriate stock powers duly executed in blank,
to be held by Collateral Agent as Collateral and as further collateral security
for the Obligations.


 


5.                                       Distribution.


 


5.1                                 If any
sum is paid as a liquidating distribution on or with respect to the Collateral,
Debtor shall deliver same to the Collateral Agent to be applied to the
obligations then due, in accordance with the terms of the Convertible Notes.


 


5.2                                 So long
as no Event of Default exists, Debtors shall be entitled to exercise all voting
power pertaining to any of the Collateral, provided such exercise is not contrary
to the interests of the Lenders and does not impair the Collateral and (ii) may
receive and retain any and all proceeds, dividends, interest payments or other
distributions paid in respect of the Collateral, provided such proceeds,
dividends, interest payments or other distributions are Collateral subject to
the terms of this Agreement.


 


5.3                                 At any
time after an Event of Default has occurred and is continuing, all rights of
Debtor, upon notice given by Collateral Agent, to exercise the voting power and
receive payments, which it would otherwise be entitled to pursuant to Section 5.2,
shall cease and all such rights shall thereupon become vested in Collateral
Agent, which shall thereupon have the sole right to exercise such voting power
and receive such payments.


 


5.4                                 All
dividends, distributions, interest and other payments which are received by
Debtor contrary to the provisions of Section 5.3 shall be received in
trust for the benefit of Collateral Agent as security and Collateral for
payment of the Obligations shall be segregated from other funds of Debtor, and
shall be forthwith paid over to Collateral Agent as Collateral in the exact
form received with any necessary endorsement and/or appropriate stock powers
duly executed in blank, to be held by Collateral Agent as Collateral and as
further collateral security for the Obligations.


 


6.                                       Further
Action By Debtor; Covenants and Warranties.


 


6.1                                 Collateral
Agent at all times shall have a perfected security interest in the
Collateral.  Debtor has and will continue
to have full title to the Collateral free from any liens, leases, encumbrances,
judgments or other claims, other than Permitted Liens as defined in the
Subscription Agreement.  Collateral Agent’s


 


4

















 


security interest in the Collateral
constitutes and will continue to constitute a first, prior and indefeasible
security interest in favor of Collateral Agent. 
Debtor will do all acts and things, and will execute and file all
instruments (including, but not limited to, security agreements, financing
statements, continuation statements, etc.) reasonably requested by Collateral
Agent to establish, maintain and continue the perfected security interest of
Collateral Agent in the Collateral, and will promptly on demand, pay all costs
and expenses of filing and recording, including the costs of any searches
reasonably deemed necessary by Collateral Agent from time to time to establish
and determine the validity and the continuing priority of the security interest
of Collateral Agent, and also pay all other claims and charges that, in the
opinion of Collateral Agent, exercised in good faith, are reasonably likely to
materially prejudice, imperil or otherwise affect the Collateral or Collateral
Agent’s or Lenders’ security interests therein.


 


6.2                                 Other
than in the ordinary course of business, and except for Collateral which is
substituted by assets of identical or greater value or which has become
obsolete or is of inconsequential in value, Debtor will not sell, transfer,
assign or pledge those items of Collateral (or allow any such items to be sold,
transferred, assigned or pledged), without the prior written consent of
Collateral Agent.  Although Proceeds of
Collateral are covered by this Agreement, this shall not be construed to mean
that Collateral Agent consents to any sale of the Collateral, except as
provided herein.  Sales of Collateral in
the ordinary course of business shall be free of the security interest of
Lenders and Collateral Agent and Lenders and Collateral Agent shall promptly
execute such documents (including without limitation releases and termination
statements) as may be required by Debtor to evidence or effectuate the same.


 


6.3                                 Debtor
will, at all reasonable times during regular business hours and upon reasonable
notice, allow Collateral Agent or its representatives free and complete access
to the Collateral and all of Debtor’s records which in any way relate to the
Collateral, for such inspection and examination as Collateral Agent reasonably
deems necessary.


 


6.4                                 Debtor,
at its sole cost and expense, will protect and defend this Security Agreement,
all of the rights of Collateral Agent and Lenders hereunder, and the Collateral
against the claims and demands of all other persons.


 


6.5                                 Debtor will
promptly notify Collateral Agent of any levy, distraint or other seizure by
legal process or otherwise of any part of the Collateral, and of any threatened
or filed claims or proceedings that are reasonably likely to affect or impair
any of the rights of Collateral Agent under this Security Agreement in any
material respect.


 


6.6                                 Debtor,
at its own expense, will obtain and maintain in force insurance policies
covering losses or damage to those items of Collateral which constitute
physical personal property, which insurance shall be of the types customarily
insured against by companies in the same or similar business, similarly
situated, in such amounts (with such deductible amounts) as is customary for
such companies under the same or similar circumstances, similarly
situated.  Collateral Agent is hereby
irrevocably (until the Obligations are paid in full) appointed Debtor’s
attorney-in-fact to endorse any check or draft that may be payable to Debtor so
that Collateral Agent may collect the proceeds payable for any loss under such
insurance.  The proceeds of such
insurance, less any costs and expenses incurred or paid by Collateral Agent in
the collection thereof, shall be applied either toward the cost of the repair
or replacement of the items damaged or destroyed, or on account of any sums
secured hereby, whether or not then due or payable.


 


6.7                                 Collateral
Agent may, at its option, and without any obligation to do so, pay, perform and
discharge any and all amounts, costs, expenses and liabilities herein agreed to
be paid or performed by Debtor.  Upon
Debtor’s failure to do so, all amounts expended by Collateral Agent in so doing
shall become


 


5

















 


part of the Obligations secured hereby,
and shall be immediately due and payable by Debtor to Collateral Agent upon
demand and
shall bear interest at the lesser of 15% per annum or the highest legal amount
from the dates of such expenditures until paid.


 


6.8                                 Upon the
request of Collateral Agent, Debtor will furnish to Collateral Agent within
five (5) business days thereafter, or to any proposed assignee of this
Security Agreement, a written statement in form reasonably satisfactory to
Collateral Agent, duly acknowledged, certifying the amount of the principal and
interest and any other sum then owing under the Obligations, whether to its
knowledge any claims, offsets or defenses exist against the Obligations or
against this Security Agreement, or any of the terms and provisions of any
other agreement of Debtor securing the Obligations.  In connection with any assignment by
Collateral Agent of this Security Agreement, Debtor hereby agrees to cause the
insurance policies required hereby to be carried by Debtor, if any, to be
endorsed in form satisfactory to Collateral Agent or to such assignee, with
loss payable clauses in favor of such assignee, and to cause such endorsements
to be delivered to Collateral Agent within ten (10) calendar days after
request therefor by Collateral Agent.


 


6.9                                 Debtor
will, at its own expense, make, execute, endorse, acknowledge, file and/or
deliver to the Collateral Agent from time to time such vouchers, invoices,
schedules, confirmatory assignments, conveyances, financing statements,
transfer endorsements, powers of attorney, certificates, reports and other
reasonable assurances or instruments and take further steps relating to the
Collateral and other property or rights covered by the security interest hereby
granted, as the Collateral Agent may reasonably require to perfect its security
interest hereunder.


 


6.10                           Debtor
represents and warrants that Debtor is the true and lawful exclusive owner of
the Collateral, free and clear of any liens and encumbrances other than the
Permitted Liens as defined in the Subscription Agreement.


 


6.11                           Debtor
hereby agrees not to divest itself of any right under the Collateral except as
permitted herein absent prior written approval of the Collateral Agent.


 


6.12                           Debtor
shall cause each Subsidiary that comes into existence after the date hereof
that owns any Collateral and/or whose securities are Collateral to execute and
deliver to Collateral Agent promptly and in any event within 10 days after the
formation, acquisition or change in status thereof (A) a guaranty
guaranteeing the Obligations and (B) if requested by Collateral Agent, a
security and pledge agreement substantially in the form of this Agreement
together with (x) certificates evidencing all of the capital stock of each
Subsidiary of and any entity owned by such Subsidiary, (y) undated stock powers
executed in blank with signatures guaranteed, and (z) such opinion of counsel
and such approving certificate of such Subsidiary as Collateral Agent may
reasonably request in respect of complying with any legend on any such
certificate or any other matter relating to such shares and (C) such other
agreements, instruments, approvals, legal opinions or other documents
reasonably requested by Collateral Agent in order to create, perfect, establish
the first priority of or otherwise protect any lien purported to be covered by
any such pledge and security agreement or otherwise to effect the intent that
all property and assets of such Subsidiary shall become Collateral for the
Obligations.  For purposes of this
Agreement, “Subsidiary” means, with respect to any entity at any date,
any corporation, limited or general partnership, limited liability company,
trust, estate, association, joint venture or other business entity) of
which more than 50% of (A) the outstanding capital stock having (in the
absence of contingencies) ordinary voting power to elect a majority of the
board of directors or other managing body of such entity, (B) in the case
of a partnership or limited liability company, the interest in the capital or
profits of such partnership or limited liability company or (C) in the
case of a trust, estate, association, joint venture or other entity, the
beneficial interest in such trust, estate, association or other entity business
is, at the time of


 


6

















 


determination, owned or controlled
directly or indirectly through one or more intermediaries, by such entity.  As of the date of this
Agreement, the Debtor does not have any Subsidiaries.


 


7.                                       Power of
Attorney.


 


Debtor hereby irrevocably constitutes and
appoints the Collateral Agent as the true and lawful attorney of Debtor, with
full power of substitution, in the place and stead of Debtor and in the name of
Debtor or otherwise, at any time or times, in the discretion of the Collateral
Agent, to take any action and to execute any instrument or document which the
Collateral Agent may deem necessary or advisable to accomplish the purposes of
this Agreement.  This power of attorney
is coupled with an interest and is irrevocable until the Obligations are
satisfied.


 


8.                                       Performance
By The Collateral Agent.


 


If Debtor fails to perform any material
covenant, agreement, duty or obligation of Debtor under this Agreement, the
Collateral Agent may, after any applicable cure period, at any time or times in
its discretion, take action to effect performance of such obligation.  All reasonable expenses of the Collateral
Agent incurred in connection with the foregoing authorization shall be payable
by Debtor as provided in Paragraph 11.1 hereof. 
No discretionary right, remedy or power granted to the Collateral Agent
under any part of this Agreement shall be deemed to impose any obligation
whatsoever on the Collateral Agent with respect thereto, such rights, remedies
and powers being solely for the protection of the Collateral Agent.


 


9.                                       Event of
Default.


 


An event of default (“Event of Default”)
shall be deemed to have occurred hereunder upon the occurrence of any “event of
default” as defined and described in this Agreement, in the Notes, the
Subscription Agreement, and any other agreement to which Debtor and a Lender
are parties.   Upon and after any Event
of Default, after the applicable cure period, if any, any or all of the
Obligations shall become immediately due and payable at the option of the Collateral
Agent, for the benefit of the Lenders, and the Collateral Agent may dispose of
Collateral as provided below.  A default
by Debtor in the performance of any of its material obligations pursuant to
this Agreement and any of the Transaction Documents (as defined in the
Subscription Agreement) shall be an Event of Default hereunder and an “Event of
Default” as defined in the Notes, and Subscription Agreement.


 


10.                                 Disposition
of Collateral.


 


Upon and dafter of any Event of Default
which is then continuing,


 


10.1                           The
Collateral Agent may exercise its rights with respect to each and every
component of the Collateral, without regard to the existence of any other
security or source of payment for the Obligations.  In addition to other rights and remedies provided
for herein or otherwise available to it, the Collateral Agent shall have all of
the rights and remedies of a lender under the Uniform Commercial Code then in
effect in the State of New York.


 


10.2                           If any
notice to Debtor of the sale or other disposition of Collateral is required by
then applicable law, five (5) business days prior written notice (which
Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of
the Uniform Commercial Code) shall be given to Debtor of the time and place of
any sale of Collateral which Debtor hereby agrees may be by private sale.  The rights granted in this


 


7

















 


Section are in addition to any and
all rights available to Collateral Agent under the Uniform Commercial Code.


 


10.3                           The
Collateral Agent is authorized, at any such sale, if the Collateral Agent deems
it advisable to do so, in order to comply with any applicable securities laws,
to restrict the prospective bidders or purchasers to persons who will represent
and agree, among other things, that they are purchasing the Collateral for
their own account for investment, and not with a view to the distribution or
resale thereof, or otherwise to restrict such sale in such other manner as the
Collateral Agent deems advisable to ensure such compliance.  Sales made subject to such restrictions shall
be deemed to have been made in a commercially reasonable manner.


 


10.4                           All
proceeds received by the Collateral Agent for the benefit of the Lenders in
respect of any sale, collection or other enforcement or disposition of
Collateral, shall be applied (after deduction of any amounts payable to the
Collateral Agent pursuant to Paragraph 11.1 hereof) against the Obligations pro
rata among the Lenders in proportion to their interests in the Obligations.   Upon payment in full of all Obligations,
Debtor shall be entitled to the return of all Collateral, including cash, which
has not been used or applied toward the payment of Obligations or used or
applied to any and all costs or expenses of the Collateral Agent incurred in
connection with the liquidation of the Collateral (unless another person is
legally entitled thereto).  Any
assignment of Collateral by the Collateral Agent to Debtor shall be without
representation or warranty of any nature whatsoever and wholly without
recourse.  To the extent allowed by law,
each Lender may purchase the Collateral and pay for such purchase by offsetting
up to such Lender’s pro rata portion of the purchase price with sums owed to
such Lender by Debtor arising under the Obligations or any other source.


 


11.                                 Waiver of
Automatic Stay.   Debtor acknowledges and
agrees that should a proceeding under any bankruptcy or insolvency law be
commenced by or against Debtor, or if any of the Collateral should become the
subject of any bankruptcy or insolvency proceeding, then the Collateral Agent
should be entitled to, among other relief to which the Collateral Agent or
Lenders may be entitled under the Note, Subscription Agreement and any other
agreement to which the Debtor, Lenders or Collateral Agent are parties,
(collectively “Loan Documents”) and/or applicable law, an order from the court
granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362
to permit the Collateral Agent to exercise all of its rights and remedies
pursuant to the Loan Documents and/or applicable law.  Debtor EXPRESSLY WAIVES THE BENEFIT OF THE
AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362.  FURTHERMORE, Debtor EXPRESSLY ACKNOWLEDGES
AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF
THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11
U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN
ANY WAY THE ABILITY OF THE COLLATERAL AGENT TO ENFORCE ANY OF ITS RIGHTS AND
REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW.  Debtor hereby consents to any motion for
relief from stay which may be filed by the Collateral Agent in any bankruptcy
or insolvency proceeding initiated by or against Debtor, and further agrees not
to file any opposition to any motion for relief from stay filed by the
Collateral Agent.  Debtor represents,
acknowledges and agrees that this provision is a specific and material aspect
of this Agreement, and that the Collateral Agent would not agree to the terms
of this Agreement if this waiver were not a part of this Agreement.  Debtor further represents, acknowledges and
agrees that this waiver is knowingly, intelligently and voluntarily made, that
neither the Collateral Agent nor any person acting on behalf of the Collateral
Agent has made any representations to induce this waiver, that Debtor has been
represented (or has had the opportunity to be represented) in the signing of
this Agreement and in the making of this waiver by independent legal counsel
selected by Debtor and that Debtor has had the opportunity to 


 


8

















 


discuss this waiver with counsel.   Debtor further agrees that any bankruptcy or
insolvency proceeding initiated by Debtor will only be brought in the Federal
Court within the Southern District of New York.


 


12.                                 Miscellaneous.


 


12.1                           Expenses.  Debtors shall pay to the Collateral Agent, on
demand, the amount of any and all actual expenses, including, without
limitation, reasonable attorneys’ fees, legal expenses and brokers’ fees, which
the Collateral Agent may incur in connection with (a) sale, collection or
other enforcement or disposition of Collateral; (b) exercise or
enforcement of any the rights, remedies or powers of the Collateral Agent
hereunder or with respect to any or all of the Obligations upon breach or
threatened breach; or (c) failure by Debtors to perform and observe any
agreements of Debtors contained herein which are performed by the Collateral
Agent.


 


12.2                           Waivers,
Amendment and Remedies.  No course of dealing by the Collateral Agent
and no failure by the Collateral Agent to exercise, or delay by the Collateral
Agent in exercising, any right, remedy or power hereunder shall operate as a
waiver thereof, and no single or partial exercise thereof shall preclude any
other or further exercise thereof or the exercise of any other right, remedy or
power of the Collateral Agent.  No
amendment, modification or waiver of any provision of this Agreement and no consent
to any departure by Debtors therefrom, shall, in any event, be effective unless
contained in a writing signed by the Collateral Agent, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.  The rights,
remedies and powers of the Collateral Agent, not only hereunder, but also under
any instruments and agreements evidencing or securing the Obligations and under
applicable law are cumulative, and may be exercised by the Collateral Agent
from time to time in such order as the Collateral Agent may elect.


 


12.3                           Notices.  All notices or other communications given or
made hereunder shall be in writing and shall be personally delivered or deemed
delivered the first business day after being faxed (provided that a copy is
delivered by first class mail) to the party to receive the same at its address
set forth below or to such other address as either party shall hereafter give
to the other by notice duly made under this Section:


 


	
  To Debtor:

  	
  Aegis
  Assessments, Inc.

  
	
   

  	
  7975
  N. Hayden Road, Suite D363

  
	
   

  	
  Scottsdale,
  Arizona 85258

  
	
   

  	
  Attn:
  Eric D. Johnson, CEO

  
	
   

  	
  Fax:
  (480) 778-1310

  
	
   

  	
   

  
	
  With
  a copy by telecopier only to:

  	
   

  
	
   

  	
   

  
	
   

  	
  Rogers &
  Theobald LLP

  
	
   

  	
  The
  Camelback Esplanade

  
	
   

  	
  2425
  East Camelback Road, Suite 850

  
	
   

  	
  Phoenix,
  Arizona 85016

  
	
   

  	
  Attn:
  Daniel M. Mahoney, Esq.

  
	
   

  	
  Fax:
  (602) 852-5570

  
	
   

  	
   

  
	
  To the
  Collateral Agent

  	
  Barbara R. Mittman, Esq.

  
	
  and/or the Lenders:

  	
  Grushko & Mittman, P.C.

  
	
   

  	
  551 Fifth Avenue, Suite 1601

  



 


9

















 


	
   

  	
  New York, NY 10176

  
	
   

  	
  Fax: (212) 697-3575

  
	
   

  	
   

  
	
  With a copy by telecopier only to:

  	
   

  
	
   

  	
   

  
	
   

  	
  Grushko & Mittman, P.C.

  
	
   

  	
  551 Fifth Avenue, Suite 1601

  
	
   

  	
  New York, New York 10176

  
	
   

  	
  Fax: (212) 697-3575

  



 


Any party may change its address by
written notice in accordance with this paragraph.


 


12.4                           Term;
Binding Effect.  This Agreement shall (a) remain
in full force and effect until payment and satisfaction in full of all of the
Obligations; (b) be binding upon each Debtor, and its successors and
permitted assigns; and (c) inure to the benefit of the Collateral Agent,
for the benefit of the Lenders and their respective successors and assigns.


 


12.5                           Captions.  The captions of Paragraphs, Articles and
Sections in this Agreement have been included for convenience of reference
only, and shall not define or limit the provisions hereof and have no legal or
other significance whatsoever.


 


12.6                           Governing
Law; Venue; Severability. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without regard to conflicts of laws principles
that would result in the application of the substantive laws of another
jurisdiction, except to the extent that the perfection of the security interest
granted hereby in respect of any item of Collateral may be governed by the law of
another jurisdiction.  Any legal action
or proceeding against a Debtor with respect to this Agreement may be brought in
the courts in the State of New York or of the United States for the Southern
District of New York, and, by execution and delivery of this Agreement, each
Debtor hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts.  Each Debtor hereby irrevocably waives any
objection which they may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with this
Agreement brought in the aforesaid courts and hereby further irrevocably waives
and agrees not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient
forum.  If any provision of this
Agreement, or the application thereof to any person or circumstance, is held
invalid, such invalidity shall not affect any other provisions which can be
given effect without the invalid provision or application, and to this end the
provisions hereof shall be severable and the remaining, valid provisions shall
remain of full force and effect.


 


12.7                           Entire
Agreement.  This Agreement contains
the entire agreement of the parties and supersedes all other agreements and
understandings, oral or written, with respect to the matters contained herein.


 


10

















 


12.8                           Counterparts/Execution.  This Agreement may be executed in any number
of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument.  This Agreement may be executed by facsimile
signature and delivered by facsimile transmission.


 


[THIS SPACE INTENTIONALLY LEFT
BLANK]


 


11

















 


IN WITNESS WHEREOF, the
undersigned have executed and delivered this Security Agreement, as of the date
first written above.


 


	
  “DEBTOR”

  	
  “THE COLLATERAL AGENT”

  
	
  AEGIS ASSESSMENT INC.

  	
  BARBARA R. MITTMAN

  
	
  a Delaware corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/
  Richard Reincke

  	
   

  	
   /s/
  Barbara Mittman

  	
   

  
	
   

  	
   

  
	
  Its:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  APPROVED BY
  “LENDERS”:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   /s/ Konrad Ackerman

  	
   

  	
   /s/ Harborview Master Fund LP

  	
   

  
	
  ALPHA CAPITAL AKTIENGESELLSCHAFT

  	
  HARBORVIEW
  MASTER FUND LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/ DKR Soundshore Oasis Holding Fund Ltd.

  	
   

  	
   

  
	
  DKR
  SOUNDSHORE OASIS HOLDING FUND LTD.

  	
   

  



 


 


This Security
Agreement may be signed by facsimile signature and


delivered by
confirmed facsimile transmission.


 


12

















 


SCHEDULE A TO
SECURITY AGREEMENT


 


	
  LENDER

  	
   

  	
  PRINCIPAL AMOUNT OF NOTES

  	
   

  
	
  ALPHA CAPITAL
  AKTIENGESELLSCHAFT

  Pradafant 7

  9490 Furstentums

  Vaduz, Lichtenstein

  Fax: 011-42-32323196

  	
   

  	
  $

  	
  250,000.00

  	
   

  
	
  HARBORVIEW MASTER FUND
  LP

  850- Third Avenue Suite 1801

  New York, NY 10022

  Fax: (646) 218-1401

  	
   

  	
  $

  	
  125,000.00

  	
   

  
	
  DKR SOUNDSHORE OASIS
  HOLDING FUND LTD.

  C/o DKR Capital Partners, L.P.

  1281 East Main Street

  Stamford, CT 06902

  Fax: (203) 674-4737

  	
   

  	
  $

  	
  125,000.00

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  500,000.00

  	
   

  



 


13