Exhibit 10.9

   Security  Agreement  dated as of August 11, 2004 between  Enhance Biotech and
Bioaccelerate, Inc.

                               SECURITY AGREEMENT

THIS SECURITY  AGREEMENT  (this  "Agreement") is dated as of August 11, 2004, by
ENHANCE  BIOTECH,  INC., a Delaware  corporation  (the  "Grantor"),  in favor of
BIOACCELERATE, INC., a Delaware corporation (the "Lender").

                                    Recitals

WHEREAS,  pursuant to that certain letter agreement (the "Letter  Agreement") of
even date herewith  between the Grantor and Lender,  Lender has made available a
senior,  secured credit facility in the aggregate principal amount of up to Four
Million Dollars ($4,000,000);

WHEREAS,  pursuant to that  certain  Note of even date  herewith,  issued by the
Grantor in favor of the  Lender  (as the same may from time to time be  amended,
modified, supplemented or restated, the "Note"), Grantor has promised to pay the
Obligations (as defined herein) to the Lender; and

WHEREAS, the obligations of the Lender under the Letter Agreement are subject to
the condition,  among others,  that Grantor shall have executed and delivered to
Lender this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged  by  Grantor,  Grantor  hereby  represents,
covenants and agrees with Lender as follows:

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1. Definitions.

      a.    When used in this  Agreement  the  following  terms  shall  have the
            following  meanings (such meanings being equally  applicable to both
            the singular and plural forms of the terms defined):

      "Collateral"  has the  meaning  assigned to such term in Section 2 of this
Agreement.

      "Contracts" means all contracts (including any customer, vendor, supplier,
service or  maintenance  contract),  leases,  licenses,  undertakings,  purchase
orders, permits,  franchise agreements or other agreements (other than any right
evidenced by Chattel  Paper,  Documents or  Instruments),  whether in written or
electronic  form, in or under which Grantor now holds or hereafter  acquires any
right,  title or interest,  including,  without  limitation,  with respect to an
Account,  any  agreement  relating  to the  terms  of  payment  or the  terms of
performance thereof.

      "Copyrights" means all of the following now owned or hereafter acquired or
created  (as a work for hire for the  benefit of Grantor) by Grantor or in which
Grantor now holds or hereafter  acquires or receives  any right or interest,  in
whole or in part: (a) all copyrights,  whether registered or unregistered,  held
pursuant  to the laws of the  United  States,  any  State  thereof  or any other
country;  (b)  registrations,  applications,  recordings and  proceedings in the
United States  Copyright Office or in any similar office or agency of the United
States, any State thereof or any other country; (c) any continuations,  renewals
or  extensions  thereof;  (d) any  registrations  to be  issued  in any  pending
applications, and shall include any right or interest in and to work protectable
by any of the foregoing  which are presently or in the future owned,  created or
authorized  (as a work for hire for the  benefit  of  Grantor)  or  acquired  by
Grantor,  in whole or in part;  (e) prior versions of works covered by copyright
and all works based upon,  derived from or incorporating such works; (f) income,
royalties,  damages,  claims and payments now and hereafter  due and/or  payable
with respect to copyrights,  including, without limitation,  damages, claims and
recoveries for past, present or future infringement; (g) rights to sue for past,
present and future  infringements  of any  copyright;  and (h) any other  rights
corresponding to any of the foregoing rights throughout the world.

      "Obligations" has the meaning set forth in Section 3 of this Agreement.

      "Patents"  means  all of the  following  in  which  Grantor  now  holds or
hereafter acquires any interest:  (a) all letters patent of the United States or
any other country, all registrations and recordings thereof and all applications
for letters patent of the United States or any other country, including, without
limitation,  registrations,  recordings  and  applications  in the United States
Patent and  Trademark  Office or in any  similar  office or agency of the United
States,  any State thereof or any other  country;  (b) all reissues,  divisions,
continuations,  renewals,  continuations-in-part  or extensions thereof; (c) all
petty patents,  divisionals and patents of addition; (d) all patents to issue in
any such applications;  (e) income, royalties,  damages, claims and payments now
and hereafter  due and/or  payable with respect to patents,  including,  without
limitation,   damages,  claims  and  recoveries  for  past,  present  or  future
infringement;  and (f) rights to sue for past, present and future  infringements
of any patent.

      "Trademark"  means  any of the  following  in which  Grantor  now holds or
hereafter  acquires any  interest:  (a) all  trademarks,  whether  registered or
unregistered, held pursuant to the laws of the United States, and State thereof,
or any country (b)  registrations,  applications,  recordings and proceedings in
the United States Patent and Trademark Office or in any similar office or agency
of  the  United  States,  any  State  thereof  or any  other  country;  (c)  any
continuations,  renewals or  extensions  thereof;  (d) any  registrations  to be
issued in any pending applications (e) income,  royalties,  damages,  claims and
payments  now and  hereafter  due and/or  payable  with  respect to  trademarks,
including, without limitation,  damages, claims and recoveries for past, present
or  future  infringement;  (g)  rights  to sue  for  past,  present  and  future
infringements of any trademark; and (h) any other rights corresponding to any of
the foregoing rights throughout the world.

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      "UCC" means the Uniform  Commercial Code as the same may from time to time
be in effect in the State of New York; provided,  however, in the event that, by
reason of mandatory provisions of law, any or all of the attachment,  perfection
or priority of Lender's  security  interest in any Collateral is governed by the
Uniform  Commercial Code as in effect in a jurisdiction  other than the State of
New York, the term "UCC" shall mean the Uniform  Commercial  Code (including the
Articles  thereof)  as in  effect at such time in such  other  jurisdiction  for
purposes of the provisions  hereof  relating to such  attachment,  perfection or
priority  and  for  purposes  of  definitions  related  to such  provisions.  In
addition,  the following  terms shall have the meanings set forth for such terms
in the UCC: "Account," "Account Debtor," "Chattel Paper" (including tangible and
electronic  chattel  paper),  "Commercial  Tort  Claims,"  "Commodity  Account,"
"Deposit  Account,"  "Documents,"  "Equipment,"  "Fixtures,"  "Fixture  Filing,"
"General  Intangible"  (including,   without  limitation,  Payment  Intangibles,
Copyrights,  Patents,  Trademarks,  designs,  drawings,  technical  information,
marketing  plans,  customer  lists,  trade secrets,  proprietary or confidential
information,  inventions  (whether  or not  patentable),  procedures,  know-how,
models and data), "Instrument,"  "Intellectual Property," "Inventory" (including
all goods held for sale or lease or to be furnished under a contract of service,
and  including  returns and  repossessions),  "Investment  Property"  (including
Securities, Securities Accounts and Securities entitlements),  "Letter-of-Credit
Right" (whether or not the letter of credit is evidenced by a writing), "Payment
Intangibles,"   "Proceeds,"   "Promissory  Notes,"   "Securities,"   "Securities
Account,"  "Securities  Entitlement" and "Supporting  Obligations."  Each of the
foregoing  terms  shall  include  all of such  items  now  owned,  or  hereafter
acquired, by Grantor.

      b.    Except as otherwise  defined herein,  all capitalized  terms used in
            this Agreement have the meanings stated in the Note.

2.    Grant of  Security.  Subject to the last  paragraph  of this Section 2, as
      collateral  security for the full, prompt,  complete and final payment and
      performance  when due  (whether at stated  maturity,  by  acceleration  or
      otherwise) of all the Obligations,  Grantor hereby grants to Lender a lien
      on and security  interest in, all of Grantor's  right,  title and interest
      in, to and under the  following,  whether now owned or hereafter  acquired
      (all of which being collectively referred to herein as the "Collateral"):

      a.    All  Accounts  of  Grantor  (including,  but  not  limited  to,  and
            notwithstanding  anything in this Agreement to the contrary, any and
            all  proceeds,  money  or  accounts  under  all  Contracts  (without
            exception).

      b.    All Chattel Paper of Grantor;

      c.    All Contracts of Grantor;

      d.    All Deposit Accounts of Grantor;

      e.    All Documents of Grantor;

      f.    All Equipment of Grantor;

      g.    All Fixtures of Grantor;

      h.    All General Intangibles of Grantor;

      i.    All   Instruments  of  Grantor,   including,   without   limitation,
            Promissory Notes;

      j.    All Inventory of Grantor;

      k.    All Investment Property of Grantor;

      l.    All Letter-of Credit Rights of Grantor;

      m.    All Supporting Obligations of Grantor;

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      n.    All  property  of  Grantor  held  by  Lender,   including,   without
            limitation,  all property of every  description  now or hereafter in
            the  possession  or  custody  of or in  transit  to  Lender  for any
            purpose, including, without limitation,  safekeeping,  collection or
            pledge, for the account of Grantor,  or as to which Grantor may have
            any right or power;

      o.    All other goods and personal  property of Grantor wherever  located,
            whether  tangible or intangible,  and whether now owned or hereafter
            acquired,  existing,  leased or consigned  by or to Grantor,  except
            those goods and personal  property  which are  excluded  pursuant to
            Section 2(c) or 2(h) hereunder; and

      p.    To the extent not  otherwise  included,  all Proceeds of each of the
            foregoing and all accessions to,  substitutions and replacements for
            and rents, profits and products of each of the foregoing.

If Grantor  shall at any time acquire a  Commercial  Tort Claim,  Grantor  shall
promptly  notify the Lender in a writing  signed by Grantor of the brief details
thereof and grant to Lender in such writing a security  interest  therein and in
the proceeds thereof, all upon the terms of this Agreement, with such writing to
be in form and substance reasonably satisfactory to the Lender.

Grantor  hereby  authorizes  the  Lender to file,  without  Grantor's  signature
thereon and at Grantor's expense, financing statements,  continuation statements
(including  "in lieu"  continuation  statements)  and amendments  thereto,  that
describe the Collateral and which contain any other information required by Part
5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any
financing statement,  continuation statement or amendment,  including if Grantor
is an organization, the type of organization and any organization identification
number issued to Grantor.

Notwithstanding  the foregoing or any provision of this  Agreement,  the Note or
any other agreement executed in connection herewith or therewith, the Collateral
shall not include,  and no lien shall be granted hereunder in, either (i) any of
the capital stock of Ardent Pharmaceuticals,  Inc. which may be now or hereafter
owned by the Grantor, or (ii) any of the assets of Ardent Pharmaceuticals, which
may be now or hereafter owned by the Grantor.

3.    Security for Obligations. This Agreement secures the payment of (i) all of
      the unpaid principal amount of, and accrued interest on (including any
      interest that accrues after the commencement of any bankruptcy proceeding)
      the Note, (ii) the obligation of Grantor to pay any fees, costs and
      expenses of Lender under the Note, and (iii) all other obligations,
      liabilities and indebtedness owed by Grantor to the Lender under the Note,
      in each case, whether now existing or hereafter incurred (collectively,
      the "Obligations").

4.    Rights of Lender; Collection of Accounts.

      a.    Grantor expressly agrees that Grantor shall remain liable under each
            of its Contracts to observe and perform all the conditions and
            obligations to be observed and performed by it thereunder and that
            Grantor shall perform all of its duties and obligations thereunder
            such that the Grantor shall not be deemed to be in breach of each
            such Contract. The Lender shall not have any obligation or liability
            under any Contract by reason of or arising out of this Agreement or
            the granting to the Lender of a lien therein or the receipt by the
            Lender of any payment relating to any Contract pursuant hereto, nor
            shall the Lender be required or obligated in any manner to perform
            or fulfill any of the obligations of Grantor under or pursuant to
            any Contract, or to make any payment, or to make any inquiry as to
            the nature or the sufficiency of any payment received by them or the
            sufficiency of any performance by any party under any Contract, or
            to present or file any claim, or to take any action to collect or
            enforce any performance or the payment of any amounts which may have
            been assigned to them or to which they may be entitled at any time
            or times.

      b.    The Lender authorizes Grantor to collect its accounts, provided that
            such collection is performed in a prudent and businesslike manner,
            and the Lender may, upon the occurrence and during the continuation
            of any Event of Default and without notice, limit or terminate said
            authority at any time. Upon the occurrence and during the
            continuance of any Event of Default, at the request of the Lender,
            Grantor shall deliver to Lender all original and other documents
            which created and/or relate to such accounts, including, without
            limitation, all original orders, invoices and shipping receipts.


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      c.    The Lender may at any time, upon the occurrence and during the
            continuance of any Event of Default, without notifying Grantor of
            its intention to do so, notify Account Debtors of Grantor, parties
            to the Contracts of Grantor, obligors in respect of Instruments of
            Grantor and obligors in respect of Chattel Paper of Grantor that the
            Accounts and the right, title and interest of Grantor in, to and
            under such Contracts, Instruments and Chattel Paper have been
            assigned to Lender and that payments thereunder or with respect
            thereto are to be made directly to the Lender. Upon the request of
            the Lender, Grantor shall promptly so notify such Account Debtors,
            parties to such Contracts, obligors in respect of such Instruments
            and obligors in respect of such Chattel Paper. Upon the occurrence
            and during the continuance of any Event of Default, the Lender may,
            in Lender's name or in the name of others, communicate with such
            Account Debtors, parties to such Contracts, obligors in respect of
            such Instruments and obligors in respect of such Chattel Paper to
            verify with such parties, to the Lender's satisfaction, the
            existence, amount and terms of any such Accounts, Contracts,
            Instruments or Chattel Paper. Notwithstanding the foregoing, Lender
            shall not notify or otherwise communicate with any parties to
            Contracts or Account Debtors of Grantor except upon the occurrence
            of any Event of Default.

      d.    Without  limiting the foregoing and Lender's  rights as set forth in
            the foregoing,  any action by the Lender pursuant to or as described
            in Section 4(b) or Section 4(c) hereof shall be in  compliance  with
            the provisions set forth in Section 12(b)(v) hereof.

5.    Representations and Warranties of Grantor. Grantor represents and warrants
      as follows:

      a.    Grantor is a corporation duly organized, existing and in good
            standing under the laws of the Delaware, (b) has the legal power to
            own its property and to carry on its business as now being
            conducted, and (c) is duly qualified to do business and is in good
            standing in each jurisdiction in which the character of the
            properties owned or leased by it therein or in which the transaction
            of its business makes such qualification necessary, except where the
            failure to so qualify or be in good standing would not have a
            Material Adverse Effect;

      b.    Grantor  is, and as to  Collateral  acquired by it from time to time
            after the date hereof  Grantor will be, the owner of all  Collateral
            free from any liens,  other than liens created hereby and other than
            Permitted Liens;

      c.    This Agreement creates, for the benefit and security of Lender in
            respect of the Obligations, a legally valid and binding lien on,
            pledge of, and security interest in the Collateral and, upon the
            filing of a UCC Financing Statement, and any applicable filings with
            respect to Copyrights, Patents or Trademarks in respect of the
            Collateral, such lien, pledge and security interest will be
            perfected and will have priority over the claims of any other
            present and future creditors of the Company (other than Permitted
            Liens or liens upon such of the Collateral that must be perfected by
            possession or control of such Collateral); and

      d.    Grantor's chief executive office, principal place of business and
            the place where Grantor maintains its records concerning the
            Collateral are each presently located at the address set forth on
            the signature page hereof; and Grantor's Federal taxpayer
            identification number and Grantor's organizational identification
            number under the laws of the State in which Grantor, as a registered
            organization, was organized are as set forth on the signature page
            hereto.

6. As to the Collateral.

      a.    Notwithstanding  anything  to the  contrary  contained  herein,  the
            assignment by Grantor  herein stated is intended to be an assignment
            for security  purposes and is not intended to divest  Grantor of its
            ownership of the Collateral, except as otherwise provided herein.

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      b.    So long as no Event of Default has occurred and is  continuing,  (i)
            Grantor   shall  retain  title  to  and  record   ownership  of  the
            Collateral,  and (ii)  Grantor  shall be entitled to receive any and
            all income or  distributions  made with  respect to the  Collateral,
            except as provided in Section 6(c) hereof.

      c.    Upon  the  occurrence  and  during  the  continuance  of an Event of
            Default,  all  income  and  proceeds  of the  Collateral  which  are
            received by Grantor  shall be (i)  received in trust for the benefit
            of the Lender,  (ii)  segregated  from other  funds of Grantor,  and
            (iii) forthwith paid over by Grantor to the Lender (for  application
            in accordance with this Agreement) in the same form as so received.

7.    Covenants of Grantor. Grantor covenants and agrees with Lender that unless
      approved by Lender:

      a.    Grantor shall not sell,  assign (by operation of law or  otherwise),
            or otherwise transfer any of the Collateral,  or attempt or contract
            to do so, or grant any option with respect to any of the Collateral,
            except Inventory in the ordinary course of business.

      b.    Grantor shall not change its name,  identity or corporate  structure
            in any manner, nor change its jurisdiction of organization, relocate
            its chief  executive  office,  principal  place of  business  or its
            principal  records  with  respect  to the  Collateral,  or allow the
            relocation of any Collateral, in each case without thirty (30) days'
            prior written  notice to the lender  except for the proposed  merger
            with Ardent Pharmaceuticals, Inc.

      c.    Grantor shall not, directly or indirectly, create or permit to exist
            any lien upon or with  respect to any of the  Collateral,  and shall
            defend the  Collateral  against,  and take such  other  action as is
            necessary to remove, any lien on the Collateral, except for the lien
            created hereby and any Permitted Liens.

      d.    Grantor shall maintain all tangible Collateral in good condition and
            repair, ordinary wear and tear excepted.

      e.    Grantor shall maintain on the Collateral property damage and
            liability insurance in such amounts, against such risks, and in such
            forms and with such companies as are customarily maintained by
            businesses similar to Grantor. Each such policy shall not be
            materially altered or canceled, and the coverage will not be
            materially reduced, in any case, without at least thirty (30) days'
            prior written notice to the Lender. Grantor shall provide the Lender
            with satisfactory evidence of such insurance coverage at the request
            of the Lender.

      f.    Grantor shall promptly pay when due all property and other taxes,
            assessments and government charges or levies imposed upon, and all
            claims (including claims for labor, materials and supplies) against,
            the Collateral, except to the extent the validity thereof is being
            contested in good faith and by appropriate proceedings and adequate
            reserves are being maintained in connection therewith; provided that
            this Section 7(f) shall not apply to claims for labor, materials or
            supplies which Payee consents in writing shall be excluded herewith,
            notwithstanding that such claims, if unpaid, might become a lien or
            charge upon such properties or any part thereof.

      g.    Grantor shall keep and maintain at its own cost and expense
            satisfactory and reasonably complete records of the Collateral.
            Grantor shall furnish the Lender with such information regarding the
            Collateral as the Lender may reasonably request from time to time
            and shall allow the Lender, upon reasonable notice, access during
            normal business hours to inspect the Collateral and Grantor's
            records, accounts and books pertaining to the Collateral, provided
            that no restriction as to normal business hours shall be required
            during the continuance of an Event of Default.

      h.    Grantor  shall not  knowingly  take or omit to take any action,  the
            taking  or  omission  of which  might  impair  Lender's  lien on the
            Collateral or adversely affect the value of the Collateral.

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      i.    Upon the occurrence and during the continuance of any Event of
            Default, Grantor shall not grant any extension of the time of
            payment of any of its Accounts, Chattel Paper, Instruments or
            amounts due under any of its Contracts or Documents, compromise,
            compound or settle the same for less than the full amount thereof,
            release, wholly or partly, any Person liable for the payment
            thereof, or allow any credit or discount whatsoever thereon other
            than trade discounts and rebates granted in the ordinary course of
            Grantor's business.

      j.    Grantor shall (i) protect, defend and maintain the validity and
            enforceability of the Copyrights, Patents and Trademarks, (ii) use
            commercially reasonable efforts to detect infringements of the
            Copyrights, Patents and Trademarks and promptly advise the Lender in
            writing of material infringements detected, and (iii) not allow any
            material Copyrights, Patents or Trademarks to be abandoned,
            forfeited or dedicated to the public without the written consent of
            the Lender, unless any such abandonment is appropriate in accordance
            with reasonable and customary business practice.

      k.    Grantor  shall not  execute or  authorize  to be filed in any public
            office  any  UCC  financing   statement  (or  similar  statement  or
            instrument of registration under the law of any jurisdiction) except
            UCC  financing  statements  filed or to be filed in  respect  of and
            covering the lien created by this Agreement.

      l.    Grantor shall not amend,  modify,  waive, take any action or fail to
            take any action  with  respect  to all or a portion of any  Contract
            which Grantor  reasonably  expects or should expect would  adversely
            affect  Lender's  interest  in the  Collateral  (including,  but not
            limited to, the value of the Collateral) or which affect the timing,
            value or amount of any proceeds due under any Contract.

8.    Further Assurances. Grantor agrees, at any time and from time to time, at
      the expense of Grantor, and upon request of the Lender, to promptly
      execute and deliver all further instruments and documents, and take all
      further action, that may be necessary or desirable, in order to perfect
      and protect any security interest granted or purported to be granted
      hereby or to enable the Lender to exercise and enforce Lender's rights and
      remedies hereunder with respect to any Collateral, including, without
      limitation, (i) delivering and causing to be filed any financing or
      continuation statements (including "in lieu" continuation statements)
      under the UCC with respect to the security interests granted hereby, (ii)
      obtaining "control" by or on behalf of Lender of any Investment Property,
      Deposit Accounts, Letter-of-Credit Rights or Electronic Chatter Paper
      (with reference to applicable provisions of the UCC with respect to
      "control" for such items of Collateral), (iii) placing the interest of the
      Lender as lienholders on the certificate of title (or similar evidence of
      ownership) of any Equipment constituting Collateral owned by Grantor which
      is covered by a certificate of title (or similar evidence of ownership),
      (iv) filing or cooperating with the Lender in filing any forms or other
      documents required to be recorded with the United States Patent and
      Trademark Office, United States Copyright Office, or any actions, filings,
      recordings or registrations in any foreign jurisdiction or under any
      international treaty, required to secure or protect Lender's interest in
      the Collateral, (v) transferring Collateral to the possession of the
      Lender (if a security interest in such Collateral can only be perfected by
      possession), (vi) executing and delivering or causing to be delivered
      written notice to insurers of Lender's security interest in, or claim in
      or under, any policy of insurance (including unearned premiums), and (vii)
      using its best efforts to obtain acknowledgements from bailees having
      possession of any Collateral and waivers of liens from landlords and
      mortgagees of any location where any of the Collateral may from time to
      time be stored or located. If Grantor executes and delivers any document
      or instrument pursuant to this Section 8, such document or instrument
      shall be in form and substance reasonably satisfactory to the Lender and a
      copy thereof shall be provided by Grantor to the Lender; and if Grantor
      takes any other action pursuant to this Section 8, such action shall be
      taken with the prior written consent of the Lender and notice thereof
      shall be given by Grantor to the Lender.

9.    Security  Interest  Absolute.  All rights of the Lender and the assignment
      and security interest hereunder, and all obligations of Grantor hereunder,
      shall  remain in full force and effect and shall  secure the  Obligations,
      and shall be absolute and unconditional, irrespective of:

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<PAGE>

      a.    any  change in the time,  manner or place of  payment  of, or in any
            other term of, all or any of the  Obligations or any other amendment
            or waiver of or any consent to any departure from the Note; or

      b.    any  taking,  exchange,  release  or  non-perfection  of  any  other
            collateral,  or any release or  amendment or waiver of or consent to
            departure from any guaranty, for all or any of the Obligations; or

      c.    any manner of application of any Collateral, or proceeds thereof, to
            all or any  of the  Obligations  or any  manner  of  sale  or  other
            disposition of any Collateral; or

      d.    any other circumstances other than releases, waivers and the like by
            the Lender that might otherwise  constitute a defense  available to,
            or a  discharge  of,  Grantor's  obligations  hereunder  or Lender's
            security interest hereunder.

10.   Continuing Security Interest; Sale of Participations; Release of
      Collateral. This Agreement shall create a continuing security interest in
      the Collateral and shall (i) remain in full force and effect until the
      payment in full of the Obligations (subject to Section 14 hereof), (ii) be
      binding upon Grantor, its successors and its permitted assigns under the
      Note, and (iii) inure to the benefit of, and be enforceable by (subject to
      the terms hereof), the Lender and its successors and assigns. No sales of
      participations in, and no other sales, assignments, transfers or other
      dispositions of, any agreement governing or instrument evidencing the
      Obligations or any portion thereof or interest therein by the Lender shall
      in any manner affect the lien granted to the Lender hereunder. Subject to
      Section 14 hereof, upon the payment in full of the Obligations, the
      security interest granted hereby shall terminate and all rights to the
      Collateral shall revert to Grantor. Upon any such termination, the Lender
      will, at Grantor' expense, execute and deliver to Grantor such documents
      as Grantor shall reasonably request to evidence such termination. The
      Lender shall, at the request of Grantor, deliver any document reasonably
      necessary to release any lien granted hereunder with respect to any
      Collateral Grantor is transferring.

11.   Lender's Duties. The powers conferred on the Lender hereunder are solely
      to protect Lender's interest in the Collateral as a secured party and
      shall not impose any duty upon the Lender to exercise any such powers.
      Except for the safe custody of any Collateral in Lender's possession and
      the accounting for money actually received by Lender hereunder, the Lender
      shall not have any duty as to any Collateral or as to the taking of any
      necessary steps to preserve any rights pertaining to any Collateral. The
      Lender shall not have any responsibility or liability for the collection
      of any proceeds of any Collateral or by reason of any invalidity, lack of
      value or uncollectability of any of the Collateral. The Lender shall be
      deemed to have exercised reasonable care in the custody and preservation
      of any Collateral in the Lender's possession if such Collateral is
      accorded treatment substantially equal to that which the Lender accords
      its own property.

12.   Events of Default; Remedies Upon Default; Actions by Lender.

      a.    The  occurrence  of an Event of Default  under and as defined in the
            Note shall constitute an "Event of Default" hereunder.

      b. If any Event of Default shall have occurred:

            i.    The Lender may exercise in respect of the Collateral, in
                  addition to other rights and remedies provided for herein or
                  otherwise available to Lender (or any of them), all the rights
                  and remedies of a secured party on default under the UCC
                  (whether or not the UCC applies to the affected Collateral),
                  and may also, without notice of any kind or demand of
                  performance or other demand (all and each of which demands and
                  notices are hereby expressly waived to the maximum extent
                  provided by the UCC and other applicable law) reclaim, take
                  possession, recover, store, maintain, finish, repair, prepare
                  for sale or lease, advertise for sale or lease and sell the


                                       8

<PAGE>

                  Collateral  or any  part  thereof  in one or more  parcels  at
                  public or private sale, at any exchange,  broker's board or at
                  the Lender's offices or elsewhere, for cash, on credit, or for
                  future  delivery,  and upon such other terms as the Lender may
                  deem   commercially   reasonable.   In  connection   with  the
                  liquidation,  sale or other disposition of the Collateral, the
                  Lender is  granted a  non-exclusive,  royalty-free  license or
                  other right to use, without charge,  Grantor' labels, patents,
                  copyrights,  trade secrets, trade names,  trademarks,  service
                  marks,  or  any  similar   property  as  it  pertains  to  the
                  Collateral,  in  completing  a  liquidation,   sale  or  other
                  disposition  of  the  Collateral.  The  Lender  shall  not  be
                  obligated to make any sale of Collateral  regardless of notice
                  of sale having  been given.  The Lender may adjourn any public
                  or private sale from time to time by  announcement at the time
                  and place fixed therefor,  and such sale may,  without further
                  notice,  be made at the  time  and  place  to  which it was so
                  adjourned.  Grantor  agrees  that  in any  sale  of any of the
                  Collateral,  whether at a foreclosure  sale or otherwise,  the
                  Lender is hereby  authorized to comply with any  limitation or
                  restriction in connection  with such sale as it may be advised
                  by counsel is  necessary  in order to avoid any  violation  of
                  applicable law (including  compliance  with such procedures as
                  may restrict the number of prospective bidders and the Lender,
                  require  that such  prospective  bidders  and the Lender  have
                  certain  qualifications and restrict such prospective  bidders
                  and the Lender to Persons  who will  represent  and agree that
                  they are  purchasing  for their own account for investment and
                  not  with a  view  to  the  distribution  or  resale  of  such
                  Collateral),  and Grantor  further agrees that such compliance
                  shall not result in such sale being  considered  or deemed not
                  to have been made in a  commercially  reasonable  manner,  nor
                  shall the Lender be liable or  accountable  to Grantor for any
                  discount allowed by reason of the fact that such Collateral is
                  sold in compliance with any such limitation or restriction.

            ii.   Grantor authorizes the Lender, on the terms set forth herein,
                  to enter the premises where the Collateral (or any part of it)
                  is located, to take possession of the Collateral (or any part
                  of it), and to pay, purchase, contract, or compromise any
                  encumbrance, charge or lien which, in the opinion of the
                  Lender, appears to be prior or superior to its security
                  interest. Grantor further agrees, at the Lender's request, to
                  assemble the Collateral and make it available to the Lender at
                  places which the Lender shall reasonably select. To the
                  maximum extent permitted by applicable law, Grantor hereby
                  waives all claims, damages, and demands against the Lender
                  arising out of the repossession, retention or sale of the
                  Collateral.

            iii.  The Lender may sell Collateral without giving warranties as to
                  such  Collateral.  The Lender may  specifically  disclaim  any
                  warranties  of title or the like.  The  foregoing  will not be
                  considered  adversely to affect the commercial  reasonableness
                  of any sale of Collateral.

            iv.   If the Lender sells any of the Collateral upon credit, Grantor
                  will be credited only with, and at the time of, payments
                  actually made by the purchaser in such sale received by the
                  purchaser and applied to the indebtedness of such purchaser.
                  In the event the purchaser in such sale fails to pay for the
                  Collateral, the Lender may resell the Collateral and Grantor
                  shall be credited with the proceeds of the resale in
                  accordance with the preceding sentence. In the event the
                  Lender purchase any of the Collateral being sold, the Lender
                  may pay for the Collateral by crediting some or all of the
                  amounts described in clauses first, second, third and fourth
                  of Section 12(b)(vi) hereof.

            v.    Any  cash  held by the  Lender  as  Collateral  and  all  cash
                  proceeds  received  by the  Lender in  respect of any sale of,
                  collection from, or other realization upon, all or any part of
                  the   Collateral  or  the  exercise  of  any  other   remedies
                  consequent  upon an Event of Default shall be applied in whole
                  or in  part  by the  Lender  against  all or any  part  of the
                  Obligations in the following order:

                                       9

<PAGE>

                  First,  to the Lender in an amount  sufficient  to pay in full
                  the  Obligations,   including  all  reasonable  fees,   costs,
                  expenses,  liabilities  and  advances  incurred or made by the
                  Lender  in  connection  with the  sale,  disposition  or other
                  realization of the Collateral,  including without  limitation,
                  reasonable attorneys' fees;

                  Second,  upon  payment  in  full of all  the  Obligations,  to
                  Grantor or to whomsoever  may be lawfully  entitled to receive
                  such surplus.

            vi.   Grantor shall remain liable for any deficiency if the proceeds
                  of any sale or disposition of the Collateral are  insufficient
                  to fully pay the Obligations, and Grantor also shall be liable
                  for the reasonable  costs and expenses  (including  reasonable
                  attorneys'  fees and  expenses)  incurred by Lender to collect
                  such deficiency.

            vii.  Grantor  hereby  waives  presentment,  demand,  protest or any
                  notice (to the maximum extent  permitted by applicable law) of
                  any kind in connection with this Agreement or any Collateral.

13.   Expenses. Grantor shall upon demand pay to the Lender the amount of any
      and all reasonable expenses, including the reasonable and necessary fees
      and expenses the Lender's counsel and of any experts and agents, which the
      Lender may incur in connection with (a) the administration of this
      Agreement, (b) the custody or preservation of, or the sale of, collection
      from, or other realization upon, any of the Collateral, (c) the exercise
      or enforcement of any of the rights of the Lender hereunder, or (d) the
      failure by Grantor to perform or observe any of the provisions hereof or
      of under the Note.

14.   Reinstatement. This Agreement shall remain in full force and effect and
      continue to be effective should any petition be filed by or against
      Grantor for liquidation or reorganization, should Grantor become insolvent
      or make an assignment for the benefit of creditors or should a receiver or
      trustee be appointed for all or any significant part of Grantor's property
      and assets, and shall continue to be effective or be reinstated, as the
      case may be, if at any time payment and performance of the Obligations, or
      any part thereof, is, pursuant to applicable law, rescinded or reduced in
      amount, or must otherwise be restored or returned by any obligee of the
      Obligations, whether as a "voidable preference," "fraudulent conveyance,"
      or otherwise, all as though such payment or performance had not been made.
      In the event that any payment, or any part thereof, is rescinded, reduced,
      restored or returned, the Obligations shall be reinstated and deemed
      reduced only by such amount paid and not so rescinded, reduced, restored
      or returned.

15.   Amendments,  Etc.  No  amendment  or  waiver  of  any  provision  of  this
      Agreement,  nor consent to any departure by Grantor herefrom, shall in any
      event be  effective  unless the same shall be in writing and signed by the
      parties necessary to amend the Note, and then such waiver or consent shall
      be effective  only in the specific  instance and for the specific  purpose
      for which given.

16.   Cumulative Remedies. The rights and remedies hereunder provided are
      cumulative and may be exercised singly or concurrently, and are not
      exclusive of any rights and remedies provided by law. The Lender shall not
      by any act, delay, omission or otherwise be deemed to have waived any of
      their respective rights or remedies hereunder, nor shall any single or
      partial exercise of any right or remedy hereunder on any one occasion
      preclude the further exercise thereof or the exercise of any other right
      or remedy.

17.   Lender May Perform; Reimbursement; Power of Attorney.

      a.    If Grantor fails to perform any obligation of Grantor under this
            Agreement, the Lender may, but shall not have the obligation to,
            without prior notice to or obtaining the consent of Grantor, perform
            that obligation on behalf of Grantor, including, without limitation,
            obtaining insurance coverage for the Collateral and satisfying tax
            obligations or liens on the Collateral. Grantor shall reimburse the
            Lender on demand for all reasonable expenses and reasonable
            attorneys' fees incurred by the Lender in performing any such
            obligation, including interest at the interest rate specified in the
            Note.


                                       10

<PAGE>

      b.    Grantor hereby absolutely and irrevocably constitutes and appoints
            the Lender as Grantor's true and lawful agent and attorney-in-fact,
            with full power of substitution, in the name of Grantor: (a) to take
            any and all such action as the Lender or any of its agents, nominees
            or attorneys may, in its or their sole and absolute discretion,
            reasonably determine as necessary or advisable for the purpose of
            maintaining, preserving or protecting the security constituted by
            this Agreement or any of the rights, remedies, powers or privileges
            of the Lender under this Agreement; and (b) generally, in the name
            of Grantor to exercise all or any of the powers, authorities and
            discretions, conferred on or reserved to the Lender by or pursuant
            to this Agreement, and (without prejudice to the generality of any
            of the foregoing) to seal and deliver or otherwise perfect any deed,
            assurance, agreement, instrument or act as the Lender may deem
            proper in or for the purpose of exercising any of such powers,
            authorities or discretions, in each case. Grantor hereby ratifies
            and confirms, and hereby agrees to ratify and confirm, whatever
            lawful acts the Lender or any of its agents, nominees or attorneys
            shall do or purport to do in the exercise of the power of attorney
            granted to the Lender pursuant to this Section 17(b), which power of
            attorney, being given for security, is irrevocable. Notwithstanding
            anything to the contrary in this Section 17(b), no such action as
            Grantor's true and lawful agent and attorney-in-fact may be taken by
            Lender except upon the occurrence of any Event of Default.

18.   Addresses for Notices. All notices and other communications to any party
      provided for hereunder shall be in writing and mailed by registered or
      certified mail, return receipt requested, to the addresses for the Grantor
      and the Lender set forth on the signature pages hereto, or, as to any
      party, to such other address as shall be designated by such party in a
      written notice to each other party complying as to delivery with the terms
      of this Section 18: All such notices and other communications shall be
      effective (i) upon personal delivery to the party to be notified; (ii) on
      the date of first attempted delivery after having been sent by registered
      or certified mail, return receipt requested, postage prepaid; (iii) one
      (1) day after deposit with a nationally recognized overnight courier,
      specifying next day delivery, with written verification of receipt.

19.   Forbearance;  Delay.  Any  forbearance,  failure or delay by the Lender in
      exercising  any right,  power or remedy  hereunder  shall not preclude the
      exercise  thereof.  Every  right,  power or  remedy  of the  Lender  shall
      continue  in full force and effect  until such  right,  power or remedy is
      specifically waived by an instrument in writing executed by the Lender.

20.   Severability.  Any  provision of this  Agreement  which is  prohibited  or
      unenforceable  in any  jurisdiction  shall,  as to such  jurisdiction,  be
      ineffective to the extent of such prohibition or unenforceability  without
      invalidating the remaining  provisions hereof, and any such prohibition or
      unenforceability  in any  jurisdiction  shall  not  invalidate  or  render
      unenforceable such provision in any other jurisdiction.

21.   Successors  and Assigns.  This  Agreement is for the benefit of the Lender
      and its successors  and assigns,  and in the event of an assignment of all
      or any of the Obligations,  the rights hereunder, to the extent applicable
      to  the   indebtedness   so  assigned,   may  be  transferred   with  such
      indebtedness.  This  Agreement  shall be  binding on the  Grantor  and its
      respective successors and assigns.

22.   Consent To Jurisdiction And Service Of Process. ANY LEGAL ACTION OR
      PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF
      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 OF GRANTOR
      AND LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
      NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE GRANTOR AND LENDER
      IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
      VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
      HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
      JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.
      EACH OF GRANTOR AND LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS,
      COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED
      BY NEW YORK LAW.


                                       11

<PAGE>

23.   Waiver Of Jury Trial. EACH OF GRANTOR AND LENDER WAIVES ITS RIGHT TO A
      TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
      OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN
      ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY
      PARTY AGAINST ANY OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS,
      TORT CLAIMS, OR OTHERWISE. EACH OF GRANTOR AND LENDER AGREES THAT ANY SUCH
      CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.
      WITHOUT LIMITING THE FOREGOING, EACH OF GRANTOR AND LENDER FURTHER AGREES
      THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
      AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE
      OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT
      OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
      AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

24.   Advice of Counsel; Construction. Each of Grantor and Lender represents and
      warrants that it has discussed this Agreement, including, without
      limitation, Section 22 and Section 23 hereof, with its counsel. The
      parties hereto have participated jointly in the negotiation and drafting
      of this Agreement. In the event an ambiguity or question of intent or
      interpretation arises, this Agreement shall be construed as if drafted
      jointly by the parties hereto and no presumption or burden of proof shall
      arise favoring or disfavoring any party by virtue of the authorship of any
      provisions of the Agreement.

25.   Headings.  The  various  headings  in  this  Agreement  are  inserted  for
      convenience  only and shall not affect the meanings or  interpretation  of
      this Agreement or any provision hereof.

26.   Governing  Law.  This  Agreement  shall be governed  by, and  construed in
      accordance  with,  the internal  laws of the State of New York  determined
      without  reference to principles of conflicts of law, except to the extent
      that  the  validity  or  perfection  of  any  security   interest  created
      hereunder, or remedies hereunder, in respect of any item of the Collateral
      is  governed  by the laws of a  jurisdiction  other  than the State of New
      York.

27.   Counterparts.  This  Agreement  may be executed in  counterparts,  each of
      which shall constitute an original.

      IN WITNESS  WHEREOF,  the parties  have caused this  Agreement  to be duly
executed and delivered as of the date first above written.

                        ENHANCE BIOTECH, INC.

                              By: /s/ Christopher Every

                                  ----------------------
                              Name: Christopher Every
                              Title:   President and CEO

                        BIOACCELERATE, INC.

                              By: /s/ Lee Cole

                                  ----------------------
                              Name: Lee Cole
                              Title: CEO

                                       12