AMENDED
          AND RESTATED SECURITY
          AGREEMENT

         

        THIS
          AMENDED AND RESTATED SECURITY AGREEMENT
          (the
“Agreement”), is
          entered into and made effective as of April 1, 2006, by and between PACER
          HEALTH CORPORATION, a
          Florida
          corporation (the “Company”),
          and
          the BUYER(S)
          listed
          on Schedule I attached to the Securities Purchase Agreement dated the date
          hereof (the
          “Secured
          Party”).

         

        RECITALS:

         

        WHEREAS,
          this
          Agreement shall amend and restate the Security Agreement between the Company
          and
          the Secured Party dated December 29, 2003;

         

        WHEREAS,
          the
          Company has requested the Secured Party to make additional financing available
          to the Company;

         

        WHEREAS,
          the
          Secured Party is willing to provide such additional financing on the condition
          that such additional financing is secured hereunder and under the UCC-1
          filed on
          December 31, 2003 (#20042113504) filed in connection with the Securities
          Purchase Agreement dated December 29, 2003; 

         

        WHEREAS,
          the
          Company shall issue and sell to the Secured Party, as provided in the Securities
          Purchase Agreement of even date herewith between the Company and the Secured
          Party (the “Securities
          Purchase Agreement”),
          and
          the Secured Party shall purchase up to Two Million Dollars ($2,000,000)
          of
          secured convertible debentures (the “Convertible
          Debentures”),
          which
          shall be convertible into shares of the Company’s common stock, par value
          $0.0001 (the “Common
          Stock”)
          (as
          converted, the “Conversion
          Shares”)
          in the
          respective amounts set forth opposite each Buyer(s) name on Schedule I
          attached to the Securities Purchase Agreement; and

         

        WHEREAS,
          to
          induce
          the Secured Party to enter into the transaction contemplated by the Securities
          Purchase Agreement, the Convertible Debentures, the Investor Registration
          Rights
          Agreement of even date herewith between the Company and the Secured Party
          (the
“Investor
          Registration Rights Agreement”),
          the
          Pledge and Escrow Agreement of even date herewith among the Pledgor, the
          Secured
          Party and David Gonzalez, Esq. (the “Pledge
          Agreement”),
          and
          the Irrevocable Transfer Agent Instructions among the Company, the Secured
          Party, Transfer Agent, and David Gonzalez, Esq. (the “Transfer
          Agent Instructions”)
          (collectively referred to as the “Transaction
          Documents”),
          the
          Company hereby grants to the Secured Party a security interest in and to
          the
          pledged property identified on Exhibit
          A
          hereto
          (collectively referred to as the “Pledged
          Property”)
          until
          the satisfaction of the Obligations, as defined herein below.

         

        NOW,
          THEREFORE, for
          and
          in consideration of the promises and the mutual covenants herein contained,
          and
          for other good and valuable consideration, the adequacy and receipt of
          which are
          hereby acknowledged, the parties hereto hereby agree as follows:

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        ARTICLE
          1.

         

        DEFINITIONS
          AND INTERPRETATIONS

         

        Section
          1.1.    Recitals.
          

         

        The
          above
          recitals are true and correct and are incorporated herein, in their entirety,
          by
          this reference.

         

        Section
          1.2.    Interpretations.
          

         

        Nothing
          herein expressed or implied is intended or shall be construed to confer
          upon any
          person other than the Secured Party any right, remedy or claim under or
          by
          reason hereof.

         

        Section
          1.3.    Obligations
          Secured.

         

        The
          obligations secured hereby are any and all obligations of the Company now
          existing or hereinafter incurred to the Secured Party, whether oral or
          written
          and whether arising before, on or after the date hereof including, without
          limitation, those obligations of the Company to the Secured Party under
          this
          Agreement, the Transaction Documents, and any other amounts now or hereafter
          owed to the Secured Party by the Company thereunder or hereunder (collectively,
          the “Obligations”).

         

        ARTICLE
          2.

         

        PLEDGED
          PROPERTY, ADMINISTRATION OF COLLATERAL 

         

         

        AND
          TERMINATION OF SECURITY INTEREST

         

        Section
          2.1.    Pledged
          Property.

         

        (a)    Company
          hereby pledges to the Secured Party, and creates in the Secured Party for
          its
          benefit, a security interest for such time until the Obligations are paid
          in
          full, in and to all of the property of the Company as set forth in Exhibit “A”
          attached
          hereto and the products thereof and the proceeds of all such items
          (collectively, the “Pledged
          Property”):

         

        (b)    Simultaneously
          with the execution and delivery of this Agreement, the Company shall make,
          execute, acknowledge, file, record and deliver to the Secured Party any
          documents reasonably requested by the Secured Party to perfect its security
          interest in the Pledged Property. Simultaneously with the execution and
          delivery
          of this Agreement, the Company shall make, execute, acknowledge and deliver
          to
          the Secured Party such documents and instruments, including, without limitation,
          financing statements, certificates, affidavits and forms as may, in the
          Secured
          Party’s reasonable judgment, be necessary to effectuate, complete or perfect,
          or
          to continue and preserve, the security interest of the Secured Party in
          the
          Pledged Property, and the Secured Party shall hold such documents and
          instruments as secured party, subject to the terms and conditions contained
          herein.

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

         

        Section
          2.2.    Rights;
          Interests; Etc.

         

        (a)    So
          long as no
          Event of Default (as hereinafter defined) shall have occurred and be
          continuing:

         

        (i)    the
          Company
          shall be entitled to exercise any and all rights pertaining to the Pledged
          Property or any part thereof for any purpose not inconsistent with the
          terms
          hereof; and

         

        (ii)    the
          Company shall be entitled to receive and retain any and all payments paid
          or
          made in respect of the Pledged Property.

         

        (b)    Upon
          the
          occurrence and during the continuance of an Event of Default:

         

        (i)    All
          rights of
          the Company to exercise the rights which it would otherwise be entitled
          to
          exercise pursuant to Section 2.2(a)(i) hereof and to receive payments
          which it would otherwise be authorized to receive and retain pursuant to
          Section 2.2(a)(ii) hereof shall be suspended, and all such rights
          shall thereupon become vested in the Secured Party who shall thereupon
          have the
          sole right to exercise such rights and to receive and hold as Pledged Property
          such payments; provided,
          however,
          that if
          the Secured Party shall become entitled and shall elect to exercise its
          right to
          realize on the Pledged Property pursuant to Article 5 hereof, then all cash
          sums received by the Secured Party, or held by Company for the benefit
          of the
          Secured Party and paid over pursuant to Section 2.2(b)(ii) hereof,
          shall be applied against any outstanding Obligations; and

         

        (ii)    All
          interest, dividends, income and other payments and distributions which
          are
          received by the Company contrary to the provisions of
          Section 2.2(b)(i) hereof shall be received in trust for the benefit of
          the Secured Party, shall be segregated from other property of the Company
          and
          shall be forthwith paid over to the Secured Party; or 

         

        (iii)    The
          Secured
          Party in its sole discretion shall be authorized to sell
          any
          or all of the Pledged Property at public or private sale in order to recoup
          all
          of the outstanding principal plus accrued interest owed pursuant to the
          Convertible Debenture as described herein

         

        (c)    An
          “Event
          of Default”
shall
          be deemed to have occurred under this Agreement upon an Event of Default
          under
          the Convertible Debentures.

         

        ARTICLE
          3.

         

        ATTORNEY-IN-FACT;
          PERFORMANCE

         

        Section
          3.1.    Secured
          Party Appointed Attorney-In-Fact.

         

        Upon
          the
          occurrence of an Event of Default, the Company hereby appoints the Secured
          Party
          as its attorney-in-fact, with full authority in the place and stead of
          the
          Company and in the name of the Company or otherwise, from time to time
          in the
          Secured Party’s discretion to take any action and to execute any instrument
          which the Secured Party may reasonably deem necessary to accomplish the
          purposes
          of this Agreement, including, without limitation, to receive and collect
          all
          instruments made payable to the Company representing any payments in respect
          of
          the Pledged Property or any part thereof and to give full discharge for
          the
          same. The Secured Party may demand, collect, receipt for, settle, compromise,
          adjust, sue for, foreclose, or realize on the Pledged Property as and when
          the
          Secured Party may determine. To facilitate collection, the Secured Party
          may
          notify account debtors and obligors on any Pledged Property to make payments
          directly to the Secured Party.

        
          
             

          

          
            3

            
              

            

          

          
             

          

        

         

        Section
          3.2.    Secured
          Party May Perform.

         

        If
          the
          Company fails to perform any agreement contained herein, the Secured Party,
          at
          its option, may itself perform, or cause performance of, such agreement,
          and the
          expenses of the Secured Party incurred in connection therewith shall be
          included
          in the Obligations secured hereby and payable by the Company under
          Section 8.3.

         

        ARTICLE
          4.

         

        REPRESENTATIONS
          AND WARRANTIES

         

        Section
          4.1.    Authorization;
          Enforceability.

         

        Each
          of
          the parties hereto represents and warrants that it has taken all action
          necessary to authorize the execution, delivery and performance of this
          Agreement
          and the transactions contemplated hereby; and upon execution and delivery,
          this
          Agreement shall constitute a valid and binding obligation of the respective
          party, subject to applicable bankruptcy, insolvency, reorganization, moratorium
          and similar laws affecting creditors’ rights or by the principles governing the
          availability of equitable remedies.

         

        Section
          4.2.    Ownership
          of Pledged Property.

         

        The
          Company warrants and represents that it is the legal and beneficial owner
          of the
          Pledged Property free and clear of any lien, security interest, option
          or other
          charge or encumbrance except for the security interest created by this
          Agreement.

         

        ARTICLE
          5.

         

        DEFAULT;
          REMEDIES; SUBSTITUTE COLLATERAL

         

        Section
          5.1.    Default
          and Remedies.

         

        (a)    If
          an Event
          of Default occurs, then in each such case the Secured Party may declare
          the
          Obligations to be due and payable immediately, by a notice in writing to
          the
          Company, and upon any such declaration, the Obligations shall become immediately
          due and payable. 

         

        (b)    Upon
          the
          occurrence of an Event of Default, the Secured Party shall: (i) be entitled
          to receive all distributions with respect to the Pledged Property, (ii) to
          cause the Pledged Property to be transferred into the name of the Secured
          Party
          or its nominee, (iii) to dispose of the Pledged Property, and (iv) to
          realize upon any and all rights in the Pledged Property then held by the
          Secured
          Party.

        
          
             

          

          
            4

            
              

            

          

          
             

          

        

         

        Section
          5.2.    Method
          of Realizing Upon the Pledged Property: Other Remedies.

         

        Upon
          the
          occurrence of an Event of Default, in addition to any rights and remedies
          available at law or in equity, the following provisions shall govern the
          Secured
          Party’s right to realize upon the Pledged Property:

         

        (a)    Any
          item of
          the Pledged Property may be sold for cash or other value in any number
          of lots
          at brokers board, public auction or private sale and may be sold without
          demand,
          advertisement or notice (except that the Secured Party shall give the Company
          ten (10) days’ prior written notice of the time and place or of the
          time after which a private sale may be made (the “Sale
          Notice”)),
          which notice period is hereby agreed to be commercially reasonable. At
          any sale
          or sales of the Pledged Property, the Company may bid for and purchase
          the whole
          or any part of the Pledged Property and, upon compliance with the terms
          of such
          sale, may hold, exploit and dispose of the same without further accountability
          to the Secured Party. The Company will execute and deliver, or cause to
          be
          executed and delivered, such instruments, documents, assignments, waivers,
          certificates, and affidavits and supply or cause to be supplied such further
          information and take such further action as the Secured Party reasonably
          shall
          require in connection with any such sale.

         

        (b)    Any
          cash
          being held by the Secured Party as Pledged Property and all cash proceeds
          received by the Secured Party in respect of, sale of, collection from,
          or other
          realization upon all or any part of the Pledged Property shall be applied
          as
          follows:

         

        (i)    to
          the
          payment of all amounts due the Secured Party for the expenses reimbursable
          to it
          hereunder or owed to it pursuant to Section 8.3 hereof;

         

        (ii)    to
          the
          payment of the Obligations then due and unpaid.

         

        (iii)    the
          balance, if any, to the person or persons entitled thereto, including,
          without
          limitation, the Company.

         

        (c)    In
          addition
          to all of the rights and remedies which the Secured Party may have pursuant
          to
          this Agreement, the Secured Party shall have all of the rights and remedies
          provided by law, including, without limitation, those under the Uniform
          Commercial Code.

         

        (i)    If
          the
          Company fails to pay such amounts due upon the occurrence of an Event of
          Default
          which is continuing, then the Secured Party may institute a judicial proceeding
          for the collection of the sums so due and unpaid, may prosecute such proceeding
          to judgment or final decree and may enforce the same against the Company
          and
          collect the monies adjudged or decreed to be payable in the manner provided
          by
          law out of the property of Company, wherever situated.

         

        (ii)    The
          Company
          agrees that it shall be liable for any reasonable fees, expenses and costs
          incurred by the Secured Party in connection with enforcement, collection
          and
          preservation of the Transaction Documents, including, without limitation,
          reasonable legal fees and expenses, and such amounts shall be deemed included
          as
          Obligations secured hereby and payable as set forth in Section 8.3
          hereof.

        
          
             

          

          
            5

            
              

            

          

          
             

          

        

         

        Section
          5.3.    Proofs
          of Claim.

         

        In
          case
          of the pendency of any receivership, insolvency, liquidation, bankruptcy,
          reorganization, arrangement, adjustment, composition or other judicial
          proceeding relating to the Company or the property of the Company or of
          such
          other obligor or its creditors, the Secured Party (irrespective of whether
          the
          Obligations shall then be due and payable as therein expressed or by declaration
          or otherwise and irrespective of whether the Secured Party shall have made
          any
          demand on the Company for the payment of the Obligations), subject to the
          rights
          of Previous Security Holders, shall be entitled and empowered, by intervention
          in such proceeding or otherwise:

         

        (i)    to
          file and
          prove a claim for the whole amount of the Obligations and to file such
          other
          papers or documents as may be necessary or advisable in order to have the
          claims
          of the Secured Party (including any claim for the reasonable legal fees
          and
          expenses and other expenses paid or incurred by the Secured Party permitted
          hereunder and of the Secured Party allowed in such judicial proceeding),
          and

         

        (ii)    to
          collect and receive any monies or other property payable or deliverable
          on any
          such claims and to distribute the same; and any custodian, receiver, assignee,
          trustee, liquidator, sequestrator or other similar official in any such
          judicial
          proceeding is hereby authorized by the Secured Party to make such payments
          to
          the Secured Party and, in the event that the Secured Party shall consent
          to the
          making of such payments directed to the Secured Party, to pay to the Secured
          Party any amounts for expenses due it hereunder.

         

        Section
          5.4.    Duties
          Regarding Pledged Property.

         

        The
          Secured Party shall have no duty as to the collection or protection of
          the
          Pledged Property or any income thereon or as to the preservation of any
          rights
          pertaining thereto, beyond the safe custody and reasonable care of any
          of the
          Pledged Property actually in the Secured Party’s possession.

         

        ARTICLE
          6.

         

        AFFIRMATIVE
          COVENANTS

         

        The
          Company covenants and agrees that, from the date hereof and until the
          Obligations have been fully paid and satisfied, unless the Secured Party
          shall
          consent otherwise in writing (as provided in Section 8.4
          hereof):

         

        Section
          6.1.    Existence,
          Properties, Etc.

         

        (a)    The
          Company
          shall do, or cause to be done, all things, or proceed with due diligence
          with
          any actions or courses of action, that may be reasonably necessary (i) to
          maintain Company’s due organization, valid existence and good standing under the
          laws of its state of incorporation, and (ii) to preserve and keep in full
          force and effect all qualifications, licenses and registrations in those
          jurisdictions in which the failure to do so could have a Material Adverse
          Effect
          (as defined below); and (b) the Company shall not do, or cause to be done,
          any act impairing the Company’s corporate power or authority (i) to carry
          on the Company’s business as now conducted, and (ii) to execute or deliver
          this Agreement or any other document delivered in connection herewith,
          including, without limitation, any UCC-1 Financing Statements required
          by the
          Secured Party to which it is or will be a party, or perform any of its
          obligations hereunder or thereunder. For purpose of this Agreement, the
          term
“Material
          Adverse Effect”
shall
          mean any material and adverse affect as determined by Secured Party in
          its sole
          discretion, whether individually or in the aggregate, upon (a) the
          Company’s assets, business, operations, properties or condition, financial or
          otherwise; (b) the Company’s to make payment as and when due of all or any
          part of the Obligations; or (c) the Pledged Property.

        
          
             

          

          
            6

            
              

            

          

          
             

          

        

         

        Section
          6.2.    Financial
          Statements and Reports.

         

        The
          Company shall furnish to the Secured Party within a reasonable time such
          financial data as the Secured Party may reasonably request, including,
          without
          limitation, the following:

         

        (a)    The
          balance
          sheet of the Company as of the close of each fiscal year, the statement
          of
          earnings and retained earnings of the Company as of the close of such fiscal
          year, and statement of cash flows for the Company for such fiscal year,
          all in
          reasonable detail, prepared in accordance with generally accepted accounting
          principles consistently applied, certified by the chief executive and chief
          financial officers of the Company as being true and correct and accompanied
          by a
          certificate of the chief executive and chief financial officers of the
          Company,
          stating that the Company has kept, observed, performed and fulfilled each
          covenant, term and condition of this Agreement during such fiscal year
          and that
          no Event of Default hereunder has occurred and is continuing, or if an
          Event of
          Default has occurred and is continuing, specifying the nature of same,
          the
          period of existence of same and the action the Company proposes to take
          in
          connection therewith;

         

        (b)    A
          balance
          sheet of the Company as of the close of each month, and statement of earnings
          and retained earnings of the Company as of the close of such month, all
          in
          reasonable detail, and prepared substantially in accordance with generally
          accepted accounting principles consistently applied, certified by the chief
          executive and chief financial officers of the Company as being true and
          correct;
          and

         

        (c)    Copies
          of all
          accountants' reports and accompanying financial reports submitted to the
          Company
          by independent accountants in connection with each annual examination of
          the
          Company.

         

        Section
          6.3.    Accounts
          and Reports.

         

        The
          Company shall maintain a standard system of accounting in accordance with
          generally accepted accounting principles consistently applied and provide,
          at
          its sole expense, to the Secured Party the following:

         

        (a)    as
          soon as
          available, a copy of any notice or other communication alleging any nonpayment
          or other material breach or default, or any foreclosure or other action
          respecting any material portion of its assets and properties, received
          respecting any of the indebtedness of the Company in excess of $15,000
          (other
          than the Obligations), or any demand or other request for payment under
          any
          guaranty, assumption, purchase agreement or similar agreement or arrangement
          respecting the indebtedness or obligations of others in excess of $15,000,
          including any received from any person acting on behalf of the Secured
          Party or
          beneficiary thereof; and

        
          
             

          

          
            7

            
              

            

          

          
             

          

        

         

        (b)    within
          fifteen (15) days after the making of each submission or filing, a copy of
          any report, financial statement, notice or other document, whether periodic
          or
          otherwise, submitted to the shareholders of the Company, or submitted to
          or
          filed by the Company with any governmental authority involving or affecting
          (i)
          the Company that could have a Material Adverse Effect; (ii) the
          Obligations; (iii) any part of the Pledged Property; or (iv) any of
          the transactions contemplated in this Agreement or the Loan
          Instruments.

         

        Section
          6.4.    Maintenance
          of Books and Records; Inspection.

         

        The
          Company shall maintain its books, accounts and records in accordance with
          generally accepted accounting principles consistently applied, and permit
          the
          Secured Party, its officers and employees and any professionals designated
          by
          the Secured Party in writing, at any time to visit and inspect any of its
          properties (including but not limited to the collateral security described
          in
          the Transaction Documents and/or the Loan Instruments), corporate books
          and
          financial records, and to discuss its accounts, affairs and finances with
          any
          employee, officer or director thereof.

         

        Section
          6.5.    Maintenance
          and Insurance.

         

        (a)    The
          Company
          shall maintain or cause to be maintained, at its own expense, all of its
          assets
          and properties in good working order and condition, making all necessary
          repairs
          thereto and renewals and replacements thereof.

         

        (b)    The
          Company
          shall maintain or cause to be maintained, at its own expense, insurance
          in form,
          substance and amounts (including deductibles), which the Company deems
          reasonably necessary to the Company’s business, (i) adequate to insure all
          assets and properties of the Company, which assets and properties are of
          a
          character usually insured by persons engaged in the same or similar business
          against loss or damage resulting from fire or other risks included in an
          extended coverage policy; (ii) against public liability and other tort
          claims that may be incurred by the Company; (iii) as may be required by the
          Transaction Documents and/or applicable law and (iv) as may be reasonably
          requested by Secured Party, all with adequate, financially sound and reputable
          insurers.

         

        Section
          6.6.    Contracts
          and Other Collateral.

         

        The
          Company shall perform all of its obligations under or with respect to each
          instrument, receivable, contract and other intangible included in the Pledged
          Property to which the Company is now or hereafter will be party on a timely
          basis and in the manner therein required, including, without limitation,
          this
          Agreement.

        
          
             

          

          
            8

            
              

            

          

          
             

          

        

         

        Section
          6.7.    Defense
          of Collateral, Etc.

         

        The
          Company shall defend and enforce its right, title and interest in and to
          any
          part of: (a) the Pledged Property; and (b) if not included within the
          Pledged Property, those assets and properties whose loss could have a Material
          Adverse Effect, the Company shall defend the Secured Party’s right, title and
          interest in and to each and every part of the Pledged Property, each against
          all
          manner of claims and demands on a timely basis to the full extent permitted
          by
          applicable law.

         

        Section
          6.8.    Payment
          of Debts, Taxes, Etc.

         

        The
          Company shall pay, or cause to be paid, all of its indebtedness and other
          liabilities and perform, or cause to be performed, all of its obligations
          in
          accordance with the respective terms thereof, and pay and discharge, or
          cause to
          be paid or discharged, all taxes, assessments and other governmental charges
          and
          levies imposed upon it, upon any of its assets and properties on or before
          the
          last day on which the same may be paid without penalty, as well as pay
          all other
          lawful claims (whether for services, labor, materials, supplies or
          otherwise) as and when due

         

        Section
          6.9.    Taxes
          and Assessments; Tax Indemnity.

         

        The
          Company shall (a) file all tax returns and appropriate schedules thereto
          that are required to be filed under applicable law, prior to the date of
          delinquency, (b) pay and discharge all taxes, assessments and governmental
          charges or levies imposed upon the Company, upon its income and profits
          or upon
          any properties belonging to it, prior to the date on which penalties attach
          thereto, and (c) pay all taxes, assessments and governmental charges or
          levies that, if unpaid, might become a lien or charge upon any of its
          properties; provided,
          however,
          that
          the Company in good faith may contest any such tax, assessment, governmental
          charge or levy described in the foregoing clauses (b) and (c) so long as
          appropriate reserves are maintained with respect thereto. 

         

        Section
          6.10.    Compliance
          with Law and Other Agreements.
          

         

        The
          Company shall maintain its business operations and property owned or used
          in
          connection therewith in compliance with (a) all applicable federal, state
          and local laws, regulations and ordinances governing such business operations
          and the use and ownership of such property, and (b) all agreements,
          licenses, franchises, indentures and mortgages to which the Company is
          a party
          or by which the Company or any of its properties is bound. Without limiting
          the
          foregoing, the Company shall pay all of its indebtedness promptly in accordance
          with the terms thereof.

         

        Section
          6.11.    Notice
          of Default.
          

         

        The
          Company shall give written notice to the Secured Party of the occurrence
          of any
          default or Event of Default under this Agreement, the Transaction Documents
          or
          any other Loan Instrument or any other agreement of Company for the payment
          of
          money, promptly upon the occurrence thereof.

        
          
             

          

          
            9

            
              

            

          

          
             

          

        

         

        Section
          6.12.    Notice
          of Litigation.

         

        The
          Company shall give notice, in writing, to the Secured Party of (a) any
          actions, suits or proceedings wherein the amount at issue is in excess
          of
          $50,000, instituted by any persons against the Company, or affecting any
          of the
          assets of the Company, and (b) any dispute, not resolved within fifteen
          (15) days of the commencement thereof, between the Company on the one hand
          and
          any governmental or regulatory body on the other hand, which might reasonably
          be
          expected to have a Material Adverse Effect on the business operations or
          financial condition of the Company.

         

        ARTICLE
          7.

         

        NEGATIVE
          COVENANTS

         

        The
          Company covenants and agrees that, from the date hereof until the Obligations
          have been fully paid and satisfied, the Company shall not, unless the Secured
          Party shall consent otherwise in writing:

         

        Section
          7.1.    Indebtedness.

         

        The
          Company shall not directly or indirectly permit, create, incur, assume,
          permit
          to exist, increase, renew or extend on or after the date hereof any indebtedness
          on its part, including commitments, contingencies and credit availabilities,
          or
          apply for or offer or agree to do any of the foregoing (excluding any
          indebtedness of the Company to the Secured Party, trade accounts payable
          and
          accrued expenses incurred in the ordinary course of business and the endorsement
          of negotiable instruments payable to the Company, respectively for deposit
          or
          collection in the ordinary course of business).

         

        Section
          7.2.    Liens
          and Encumbrances.

         

        The
          Company shall not directly or indirectly make, create, incur, assume or
          permit
          to exist any assignment, transfer, pledge, mortgage, security interest
          or other
          lien or encumbrance of any nature in, to or against any part of the Pledged
          Property or of the Company’s capital stock, or offer or agree to do so, or own
          or acquire or agree to acquire any asset or property of any character subject
          to
          any of the foregoing encumbrances (including any conditional sale contract
          or
          other title retention agreement), or assign, pledge or in any way transfer
          or
          encumber its right to receive any income or other distribution or proceeds
          from
          any part of the Pledged Property or the Company’s capital stock; or enter into
          any sale-leaseback financing respecting any part of the Pledged Property
          as
          lessee, or cause or assist the inception or continuation of any of the
          foregoing.

         

        Section
          7.3.    Certificate
          of Incorporation, By-Laws, Mergers, Consolidations, Acquisitions and
          Sales.

         

        Without
          the prior express written consent of the Secured Party, the Company shall
          not:
          (a) Amend its Certificate of Incorporation or By-Laws; (b) issue or sell
          its stock, stock options, bonds, notes or other corporate securities or
          obligations; (c) be a party to any merger, consolidation or corporate
          reorganization, (d) purchase or otherwise acquire all or substantially all
          of the assets or stock of, or any partnership or joint venture interest
          in, any
          other person, firm or entity, (e) sell, transfer, convey, grant a security
          interest in or lease all or any substantial part of its assets, nor
          (f) create any subsidiaries nor convey any of its assets to any
          subsidiary.

        
          
             

          

          
            10

            
              

            

          

          
             

          

        

         

        Section
          7.4.    Management,
          Ownership.

         

        The
          Company shall not materially change its ownership, executive staff or management
          without the prior written consent of the Secured Party. The ownership,
          executive
          staff and management of the Company are material factors in the Secured
          Party's
          willingness to institute and maintain a lending relationship with the
          Company.

         

        Section
          7.5.    Dividends,
          Etc.

         

        The
          Company shall not declare or pay any dividend of any kind, in cash or in
          property, on any class of its capital stock, nor purchase, redeem, retire
          or
          otherwise acquire for value any shares of such stock, nor make any distribution
          of any kind in respect thereof, nor make any return of capital to shareholders,
          nor make any payments in respect of any pension, profit sharing, retirement,
          stock option, stock bonus, incentive compensation or similar plan (except
          as
          required or permitted hereunder), without the prior written consent of
          the
          Secured Party.

         

        Section
          7.6.    Guaranties;
          Loans.

         

        The
          Company shall not guarantee nor be liable in any manner, whether directly
          or
          indirectly, or become contingently liable after the date of this Agreement
          in
          connection with the obligations or indebtedness of any person or persons,
          except
          for (i) the indebtedness currently secured by the liens identified on the
          Pledged Property identified on Exhibit A hereto and (ii) the endorsement
          of
          negotiable instruments payable to the Company for deposit or collection
          in the
          ordinary course of business. The Company shall not make any loan, advance
          or
          extension of credit to any person other than in the normal course of its
          business.

         

        Section
          7.7.    Conduct
          of Business.

         

        The
          Company will continue to engage, in an efficient and economical manner,
          in a
          business of the same general type as conducted by it on the date of this
          Agreement.

         

        Section
          7.8.    Places
          of Business.

         

        The
          location of the Company’s chief place of business is 7759 N.W. 146th
          Street,
          Miami Lakes, Florida 33016. The Company shall not change the location of
          its
          chief place of business, chief executive office or any place of business
          disclosed to the Secured Party or move any of the Pledged Property from
          its
          current location without thirty (30) days' prior written notice to the
          Secured
          Party in each instance. 

        
          
             

          

          
            11

            
              

            

          

          
             

          

        

         

        ARTICLE
          8.

         

        MISCELLANEOUS

         

        Section
          8.1.    Notices.

         

        All
          notices or other communications required or permitted to be given pursuant
          to
          this Agreement shall be in writing and shall be considered as duly given
          on:
          (a) the date of delivery, if delivered in person, by nationally recognized
          overnight delivery service or (b) five (5) days after mailing if
          mailed from within the continental United States by certified mail, return
          receipt requested to the party entitled to receive the same:

         

        
          	
                  If
                    to the Secured Party:

                	
                  Cornell
                    Capital Partners, LP

                
	 	
                  101
                    Hudson Street-Suite 3700 

                
	 	
                  Jersey
                    City, New Jersey 07302 

                
	 	
                  Attention:       Mark
                    Angelo

                                          
Portfolio Manager

                
	 	
                  Telephone:       (201)
                    986-8300

                
	 	
                  Facsimile:         
                    (201) 985-8266

                
	 	 
	
                  With
                    a copy to:

                	
                  David
                    Gonzalez, Esq.

                
	 	
                  101
                    Hudson Street, Suite 3700

                
	 	
                  Jersey
                    City, NJ 07302

                
	 	
                  Telephone:       (201)
                    985-8300

                
	 	
                  Facsimile:         (201)
                    985-8266

                
	 	 
	
                  And
                    if to the Company:

                	
                  Pacer
                    Health Corporation

                
	 	
                  7759
                    N.W. 146th
                    Street

                
	 	
                  Miami
                    Lakes, Florida 33016

                
	 	
                  Attention:       
                    Rainier Gonzalez

                
	 	
                  Telephone:       (305)
                    828-7660

                
	 	
                  Facsimile:         
                    (305) 282-2551

                
	 	 
	
                  With
                    a copy to:

                	
                  Kirkpatrick
                    & Lockhart Nicholson Graham, LLP

                
	 	
                  201
                    South Biscayne Boulevard, Suite 2000

                
	 	
                  Miami,
                    Florida 33131

                
	 	
                  Attention:       
                    Clayton E. Parker, Esq.

                
	 	
                  Telephone:       (305)
                    539-3306

                
	 	
                  Facsimile:         
                    (305) 328-7095

                


        

        


        Any
          party
          may change its address by giving notice to the other party stating its
          new
          address. Commencing on the tenth (10th) day
          after the giving of such notice, such newly designated address shall be
          such
          party’s address for the purpose of all notices or other communications required
          or permitted to be given pursuant to this Agreement.

        
          
             

          

          
            12

            
              

            

          

          
             

          

        

         

        Section
          8.2.    Severability.

         

        If
          any
          provision of this Agreement shall be held invalid or unenforceable, such
          invalidity or unenforceability shall attach only to such provision and
          shall not
          in any manner affect or render invalid or unenforceable any other severable
          provision of this Agreement, and this Agreement shall be carried out as
          if any
          such invalid or unenforceable provision were not contained herein.

         

        Section
          8.3.    Expenses.

         

        In
          the
          event of an Event of Default, the Company will pay to the Secured Party
          the
          amount of any and all reasonable expenses, including the reasonable fees
          and
          expenses of its counsel, which the Secured Party may incur in connection
          with:
          (i) the custody or preservation of, or the sale, collection from, or other
          realization upon, any of the Pledged Property; (ii) the exercise or
          enforcement of any of the rights of the Secured Party hereunder or
          (iii) the failure by the Company to perform or observe any of the
          provisions hereof.

         

        Section
          8.4.    Waivers,
          Amendments, Etc.

         

        The
          Secured Party’s delay or failure at any time or times hereafter to require
          strict performance by Company of any undertakings, agreements or covenants
          shall
          not waiver, affect, or diminish any right of the Secured Party under this
          Agreement to demand strict compliance and performance herewith. Any waiver
          by
          the Secured Party of any Event of Default shall not waive or affect any
          other
          Event of Default, whether such Event of Default is prior or subsequent
          thereto
          and whether of the same or a different type. None of the undertakings,
          agreements and covenants of the Company contained in this Agreement, and
          no
          Event of Default, shall be deemed to have been waived by the Secured Party,
          nor
          may this Agreement be amended, changed or modified, unless such waiver,
          amendment, change or modification is evidenced by an instrument in writing
          specifying such waiver, amendment, change or modification and signed by
          the
          Secured Party.

         

        Section
          8.5    .Continuing
          Security Interest.

         

        This
          Agreement shall create a continuing security interest in the Pledged Property
          and shall: (i) remain in full force and effect until payment in full of the
          Obligations; and (ii) be binding upon the Company and its successors and
          heirs and (iii) inure to the benefit of the Secured Party and its
          successors and assigns. Upon the payment or satisfaction in full of the
          Obligations, the Company shall be entitled to the return, at its expense,
          of
          such of the Pledged Property as shall not have been sold in accordance
          with
          Section 5.2 hereof or otherwise applied pursuant to the terms
          hereof.

         

        Section
          8.6.    Independent
          Representation.

         

        Each
          party hereto acknowledges and agrees that it has received or has had the
          opportunity to receive independent legal counsel of its own choice and
          that it
          has been sufficiently apprised of its rights and responsibilities with
          regard to
          the substance of this Agreement.

        
          
             

          

          
            13

            
              

            

          

          
             

          

        

         

        Section
          8.7.    Applicable
          Law: Jurisdiction.

         

        This
          Agreement shall be governed by and interpreted in accordance with the laws
          of
          the State of New Jersey without regard to the principles of conflict of
          laws.
          The parties further agree that any action between them shall be heard in
          Hudson
          County, New Jersey, and expressly consent to the jurisdiction and venue
          of the
          Superior Court of New Jersey, sitting in Hudson County and the United States
          District Court for the District of New Jersey sitting in Newark, New Jersey
          for
          the adjudication of any civil action asserted pursuant to this
          Paragraph.

         

        Section
          8.8.    Waiver
          of Jury Trial.

         

        AS
          A
          FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT AND
          TO
          MAKE THE FINANCIAL ACCOMMODATIONS TO THE COMPANY, THE COMPANY HEREBY WAIVES
          ANY
          RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS
          AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO THIS TRANSACTION.
          

         

        Section
          8.9.    Entire
          Agreement.

         

        This
          Agreement constitutes the entire agreement among the parties and supersedes
          any
          prior agreement or understanding among them with respect to the subject
          matter
          hereof.

         

        


        


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            14

            
              

            

          

          
             

          

        

         

        IN
          WITNESS WHEREOF, the
          parties hereto have executed this Security Agreement as of the date first
          above
          written.

         

        


        
          	 	
                  COMPANY:

                
	 	
                  PACER
                    HEALTH CORPORATION

                
	 	 
	 	
                  By:
                    ______________________________      

                
	 	
                  Name: Rainier
                    Gonzalez

                
	 	
                  Title: CEO

                
	 	 
	 	 
	 	
                  SECURED
                    PARTY:

                
	 	
                  CORNELL
                    CAPITAL PARTNERS, LP

                
	 	 
	 	
                  By: Yorkville
                    Advisors, LLC

                
	 	
                  Its: General
                    Partner

                
	 	 
	 	
                  By:
                    ______________________________      

                
	 	
                  Name: Mark
                    Angelo

                
	 	
                  Title: Portfolio
                    Manager

                
	 	 


        

        


         

         

         

        
 

        
          
             

          

          
            15

            
              

            

          

          
             

          

        

         

        EXHIBIT
          A

         

         

        DEFINITION
          OF PLEDGED PROPERTY

         

         

        For
          the
          purpose of securing prompt and complete payment and performance by the
          Company
          of all of the Obligations, the Company unconditionally and irrevocably
          hereby
          grants to the Secured Party a continuing security interest in and to, and
          lien
          upon, the following Pledged Property of the Company:

         

         

        (a)    all
          goods of
          the Company, including, without limitation, machinery, equipment, furniture,
          furnishings, fixtures, signs, lights, tools, parts, supplies and motor
          vehicles
          of every kind and description, now or hereafter owned by the Company or
          in which
          the Company may have or may hereafter acquire any interest, and all
          replacements, additions, accessions, substitutions and proceeds thereof,
          arising
          from the sale or disposition thereof, and where applicable, the proceeds
          of
          insurance and of any tort claims involving any of the foregoing;

         

         

        (b)    all
          inventory
          of the Company, including, but not limited to, all goods, wares, merchandise,
          parts, supplies, finished products, other tangible personal property, including
          such inventory as is temporarily out of Company’s custody or possession and
          including any returns upon any accounts or other proceeds, including insurance
          proceeds, resulting from the sale or disposition of any of the
          foregoing;

         

         

        (c)    all
          contract
          rights and general intangibles of the Company, including, without limitation,
          goodwill, trademarks, trade styles, trade names, leasehold interests,
          partnership or joint venture interests, patents and patent applications,
          copyrights, deposit accounts whether now owned or hereafter
          created;

         

         

        (d)    all
          documents, warehouse receipts, instruments and chattel paper of the Company
          whether now owned or hereafter created;

         

         

        (e)    all
          accounts
          and other receivables, instruments or other forms of obligations and rights
          to
          payment of the Company (herein collectively referred to as “Accounts”),
          together with the proceeds thereof, all goods represented by such Accounts
          and
          all such goods that may be returned by the Company’s customers, and all proceeds
          of any insurance thereon, and all guarantees, securities and liens which
          the
          Company may hold for the payment of any such Accounts including, without
          limitation, all rights of stoppage in transit, replevin and reclamation
          and as
          an unpaid vendor and/or lienor, all of which the Company represents and
          warrants
          will be bona fide and existing obligations of its respective customers,
          arising
          out of the sale of goods by the Company in the ordinary course of
          business;

         

         

        (f)    to
          the extent
          assignable, all of the Company’s rights under all present and future
          authorizations, permits, licenses and franchises issued or granted in connection
          with the operations of any of its facilities;

         

         

        (g)    all
          products
          and proceeds (including, without limitation, insurance proceeds) from the
          above-described Pledged Property.

         

        


        
          
             

          

          
            A-1