Exhibit 10.9

                               SECURITY AGREEMENT

     SECURITY  AGREEMENT  (this  "Agreement"), dated as of July 14, 2006, by and
                                  ---------
among Paul Roman, ("Roman"), and Dutchess Private Equities Fund, LP and Dutchess
                    -----
Private  Equities  Fund,  II,  LP,  both  Delaware  Limited partnerships, as the
secured parties signatory hereto and their respective endorsees, transferees and
assigns  (collectively,  the "Secured Party") (sometimes hereinafter the Company
                              -------------
and  the  Secured  Party  are  collectively  referred  to  as  the  "parties").

                              W I T N E S S E T H:

     WHEREAS,  pursuant to Subscription Agreement, dated the date hereof between
SimplaGENE  USA,  Inc.  (the "Company") and the Secured Party (the "Subscription
                                                                    ------------
Agreement"),  the  Company  has  agreed  to  issue  to the Secured Party and the
---------
Secured  Party  has  agreed  to  purchase  from Company certain of Company's ten
percent  (10%)  Secured  Convertible Debentures, due five years from the date of
issue  (the "Debentures"), which are convertible into shares of Company's Common
             ----------
Stock, par value $.001 per share (the "Common Stock").  In connection therewith,
                                       ------------
the  Company  shall  issue  to  the  Secured Party certain Common Stock purchase
warrants  dated as of the date hereof to purchase the number of shares of Common
Stock  (the  "Warrants");  and
              --------

WHEREAS,  in order to induce the Secured Party to purchase the Debentures, Roman
has  agreed  to  execute and deliver to the Secured Party this Agreement for the
benefit  of  the  Secured  Party  and  to  grant to it a first priority security
interest  in certain property of Roman to secure the prompt payment, performance
and  discharge  in full of all of Company's obligations under the Debentures and
exercise  and  discharge  in  full  of Company's obligations under the Warrants.

NOW,  THEREFORE,  in  consideration  of  the agreements herein contained and for
other  good  and valuable consideration, the receipt and sufficiency of which is
hereby  acknowledged,  the  parties  hereto  hereby  agree  as  follows:

1.     Certain  Definitions.  As  used  in  this  Agreement, the following terms
       --------------------
shall  have  the  meanings  set  forth  in  this  Section  1.

(a)     "Collateral"  means  any  shares  of the Company's common stock ("Common
         ----------
Stock")  or the contractual right to purchase Common Stock pursuant to all stock
options  granted  to  Roman by the Company, whether currently owned or hereafter
acquired  by Roman, his affiliates, heirs, agents or corporations or other legal
entities  controlled  by Roman, in which the Secured Party is granted a security
interest  by  this  Agreement.

(b)     "Obligations"  means  all  of  the  Company's  obligations  under  the
         -----------
Debentures,  whether now or hereafter existing, voluntary or involuntary, direct
or  indirect, absolute or contingent, liquidated or unliquidated, whether or not
jointly  owed  with  others,  and  whether or not from time to time decreased or
extinguished and later decreased, created or incurred, and all or any portion of
such  obligations  or  liabilities  that  are  paid,  to  the  extent all or any
part  of  such  payment  is avoided or recovered directly or indirectly from the
Secured  Party  as  a  preference,  fraudulent  transfer  or  otherwise  as such
obligations  may  be amended, supplemented, converted, extended or modified from
time  to  time.

(c)     "UCC"  means  the Uniform Commercial Code, as currently in effect in the
         ---
Commonwealth  of  Massachusetts.

2.     Grant  of  Security  Interest.  As an inducement for the Secured Party to
       -----------------------------
purchase  the  Debentures  and  to  secure  the  complete  and  timely  payment,
performance  and  discharge  in  full,  as  the  case  may  be,  of  all  of the
Obligations,  Roman hereby, unconditionally and irrevocably, pledges, grants and
hypothecates  to  the  Secured  Party,  a  continuing  security  interest  in, a
continuing  first  lien upon, an unqualified right to possession and disposition
of  and a right of set-off against, in each case to the fullest extent permitted
by  law,  all of Roman's right, title and interest of whatsoever kind and nature
in  and  to  the  Collateral  (the  "Security  Interest").
                                     ------------------

3.     Representations,  Warranties,  Covenants  and Agreements of Roman.  Roman
       -----------------------------------------------------------------
represents  and warrants to, and covenants and agrees with, the Secured Party as
follows:

(a)     Roman  has the requisite legal capacity to enter into this Agreement and
otherwise to carry out his obligations thereunder.  This Agreement constitutes a
legal,  valid  and  binding  obligation  of Roman enforceable in accordance with
its  terms,  except  as enforceability may be limited by bankruptcy, insolvency,
reorganization,  moratorium  or  similar  laws  affecting  the  enforcement  of
creditor's  rights  generally.

(b)     Roman  is the sole owner of the Collateral, free and clear of any liens,
security  interests,  encumbrances, rights or claims, and is fully authorized to
grant  the  Security  Interest in and to pledge the Collateral.  There is not on
file  in any governmental or regulatory authority, agency or recording office an
effective  financing  statement,  security agreement, license or transfer or any
notice  of  any of the foregoing (other than those that have been filed in favor
of  the  Secured  Party pursuant to this Agreement) covering or affecting any of
the  Collateral.  So  long as this Agreement shall be in effect, Roman shall not
execute  and  shall  not  knowingly  permit  to be on file in any such office or
agency  any  such financing statement or other document or instrument (except to
the extent filed or recorded in favor of the Secured Party pursuant to the terms
     of  this  Agreement).

(c)     No  part of the Collateral has been judged invalid or unenforceable.  No
written  claim  has  been  received  that  any  Collateral or Roman's use of any
Collateral  violates  the  rights  of any third party. There has been no adverse
decision  to the Roman's claim of ownership rights in or exclusive rights to use
the Collateral in any jurisdiction or to Roman's right to keep and maintain such
Collateral  in  full force  and  effect,  and  there  is no proceeding involving
said  rights  pending  or, to the best knowledge of Roman, threatened before any
court,  judicial  body, administrative or regulatory agency, arbitrator or other
governmental  authority.

(d)     This  Agreement  creates  in favor of the Secured Party a valid security
interest  in  the  Collateral  securing  the  payment  and  performance  of  the
Obligations.

(e)     On  the  date  of execution of this Agreement, Roman will deliver to the
Secured  Party  one  or  more  executed  UCC financing statements on Form-1 with
respect  to  the  Security  Interest for filing in New York and with  such other
jurisdictions  as  may  be  requested  by  the  Secured  Party.

(f)     This  Agreement  creates  in favor of the Secured Party a valid security
interest  in  the  Collateral  securing  the  payment  and  performance  of  the
Obligations  of  the  Company.

(g)     The  execution,  delivery  and  performance  of  this Agreement does not
conflict with or cause a breach or default, or an event that with or without the
passage  of time  or  notice,  shall  constitute  a breach or default, under any
agreement  to  which  the  Company  is  a  party or by which Roman is bound.  No
consent (including, without limitation, from creditors of Roman) is required for
Roman  to  enter  into  and  perform  his  obligations  hereunder.

(h)     Roman  shall  at  all  times  maintain  the  liens and Security Interest
provided  for  hereunder as valid first priority liens and security interests in
the  Collateral  in  favor  of  the  Secured  Party until this Agreement and the
Security  Interest  hereunder  shall  terminate  pursuant to Section 11.   Roman
hereby  agrees  to  defend  the  same  against any and all persons.  Roman shall
safeguard  and  protect all Collateral for the account of the Secured Party.  At
the  request  of  the  Secured Party, Roman will sign and deliver to the Secured
Party at any time or from time to time one or more financing statements pursuant
to  the  UCC  (or   any   other   applicable   statute)   in   form   reasonably
satisfactory  to  the  Secured Party and the Company will pay the cost of filing
the  same  in all public offices wherever filing is, or is deemed by the Secured
Party  to  be,  necessary  or  desirable  to  effect  the rights and obligations
provided  for  herein.  Without  limiting  the  generality of the foregoing, the
Company  shall  pay  all fees, taxes and other amounts necessary to maintain the
Collateral and the Security Interest hereunder, and the Company shall obtain and
furnish  to  the  Secured  Party  from  time to time, upon demand, such releases
and/or  subordinations of claims and liens which may be required to maintain the
priority  of  the  Security  Interest  hereunder.

(i)     Roman will not transfer, pledge, hypothecate, encumber, license, sell or
     otherwise  dispose  of  any  of  the  Collateral  without the prior written
consent  of  the  Secured  Party.

(j)     Roman  shall permit the Secured Party and its representatives and agents
to  inspect the Collateral at any time, and to make copies of records pertaining
to  the  Collateral  as may be requested by the Secured Party from time to time.

(k)     Roman  will take all steps reasonably necessary to diligently pursue and
seek  to  preserve, enforce and collect any rights, claims, causes of action and
accounts  receivable  in  respect  of  the  Collateral.

(l)     Roman  shall promptly notify the Secured Party in sufficient detail upon
becoming  aware of any attachment, garnishment, execution or other legal process
levied against any Collateral in excess of ten thousand dollars ($10,000) and of
any  other  information  received by the  Company  that  may  materially  affect
the value of the Collateral, the Security Interest or the rights and remedies of
the  Secured  Party  hereunder.

(m)     All  information heretofore, herein or hereafter supplied to the Secured
Party  by  or  on behalf of Roman with respect to the Collateral is accurate and
complete  in  all  material  respects  as  of  the  date  furnished.

4.     Defaults.  The  following  events  shall  be  "Events  of  Default":
       --------                                       -------------------

(a)     The  occurrence  of  an  Event of Default (as defined in the Transaction
Documents  between  the  Company  and  the Secured Party of this date) under the
Transaction  Documents,  or  breach  of  the terms of the Transaction Documents.

(b)     Any representation or warranty of Roman in this Agreement shall prove to
     have  been  incorrect  in  any  material  respect  when  made;

(c)     The  failure  by  Roman  to  observe  or  perform any of its obligations
hereunder  in  any  material  respect.

5.     Duty  To  Hold In Trust.  Upon the occurrence of any Event of Default and
       -----------------------
at  any  time thereafter while uncured, if subject to cure, and after exhausting
all  remedies  against  the  Company,  including  all  collateral granted to the
Secured  Party  by  the  Company,  the  Secured Party shall be entitled to sell,
transfer or dispose of the Collateral for application to the satisfaction of the
Obligations.

6.     Rights  and  Remedies  Upon  Default.  Upon  occurrence  of  any Event of
       ------------------------------------
Default  and at any time thereafter while uncured, if subject to cure, and after
exhausting all remedies against the Company, including all collateral granted to
the Secured Party by the Company, the Secured Party  shall  have  the  right  to
exercise  all  of the remedies conferred hereunder and under the Debentures, and
the  Secured  Party  shall  have  all the rights and remedies of a secured party
under  this Agreement.  The Secured Party shall have  the  following rights  and
powers:

(a)     The  Secured  Party  shall  have  the  right  to  take possession of the
Collateral  set  forth  in  Section  1  (a).

(b)     The  Secured Party shall have the right to the Collateral and shall have
the  right  to assign, sell, or otherwise dispose of and deliver all or any part
of  the  Collateral,  at  public  or  private sale or otherwise, either  with or
without  special conditions or stipulations, for cash or on credit or for future
delivery,  in such parcel or parcels and at such tim and times and at such place
or  places, and at such amount or amounts, upon such terms and conditions as the
Secured  Party  may  deem  commercially  reasonable.

     (c)     In  no  event  will  the  Secured Party have the right to any other
assets  of  Roman  other  than  the  Collateral.

7.     Applications  of  Proceeds.  The  proceeds  of  any  such  sale, or other
       --------------------------
disposition  of the Collateral hereunder shall be applied first, to the expenses
of  retaking,  processing  and  preparing  for  sale,  selling,  and  the  like
(including,  without  limitation,  any  taxes,  fees and other costs incurred in
connection  therewith)  of the Collateral, to the reasonable attorneys' fees and
expenses  incurred by the Secured Party in enforcing its rights hereunder and in
connection with collecting, storing and disposing of the Collateral, and then to
satisfaction  of  the  Obligations, and to the  payment  of  any  other  amounts
required by applicable law, after which the Secured Party shall pay to Roman any
surplus  proceeds.  To  the extent permitted by applicable law, Roman waives all
claims,  damages  and  demands  against  the  Secured  Party  arising out of the
repossession,  removal,  retention  or sale of the Collateral, unless due to the
gross  negligence  or  willful  misconduct  of  the  Secured  Party.

8.     Costs and Expenses.     The Company agrees to pay all out-of-pocket fees,
       -------------------
costs  and  expenses  incurred  in   connection   with   any   filing   required
hereunder,  including without limitation, any financing statements, continuation
statements,  partial  releases  and/or termination statements related thereto or
any  expenses  of  any  searches  reasonably required by the Secured Party.  The
Company  shall  also  pay  all  other claims and charges which in the reasonable
opinion  of  the  Secured Party might prejudice, imperil or otherwise affect the
Collateral  or  the  Security  Interest  therein.  The  Company  will also, upon
demand,  pay to the Secured Party the amount of any and all reasonable expenses,
including the reasonable fees and expenses of its counsel and of any experts and
agents, which the Secured Party may incur in connection with (i) the enforcement
of  this  Agreement,  (ii)  the  custody  or  preservation  of,  or the sale of,
collection  from, or other realization upon, any of the Collateral, or (iii) the
exercise  or  enforcement  of  any  of the rights of the Secured Party under the
Debentures.  Until  so  paid,  any  fees payable hereunder shall be added to the
principal  amount  of  the Debentures and shall bear interest at the rate of 18%
per  annum.

9.     Responsibility  for  Collateral.  Roman  assumes  all  liabilities  and
       -------------------------------
responsibility  in  connection  with  all  Collateral.

10.     Security  Interest  Absolute.  All  rights  of the Secured Party and all
        ----------------------------
Obligations  of  the  Company, shall be absolute and unconditional, irrespective
of:  (a)  any  lack  of  validity  or  enforceability  of  this  Agreement,  the
Debentures,  the  Warrants  or any agreement entered into in connection with the
foregoing,  or any portion hereof or thereof; (b) any change in the time, manner
or  place  of  payment or performance 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 Debentures, the Warrants  or any other agreement entered into
in   connection   with   the   foregoing;   (c)   any   exchange,   release   or
nonperfection of any of the Collateral, or any release or amendment or waiver of
or  consent  to departure from any other collateral for, or any guaranty, or any
other security, for all or any of the Obligations; (d) any action by the Secured
Party  to obtain, adjust, settle and cancel in its sole discretion any insurance
claims  or matters made or arising in connection with the Collateral; or (e) any
other  circumstance  which  might  otherwise  constitute  any legal or equitable
defense  available to the Company or Roman, or a discharge of all or any part of
the  Security  Interest  granted  hereby.  Until the Obligations shall have been
paid  and performed in full, the rights of the Secured Party shall continue even
if the Obligations are barred for any reason, including, without limitation, the
running  of  the  statute  of  limitations or bankruptcy.  The Company expressly
waives presentment, protest, notice of protest, demand, notice of nonpayment and
demand  for  performance.  In  the  event  that  at any time any transfer of any
Collateral  or  any  payment  received  by  the Secured Party hereunder shall be
deemed  by  final  order  of  a  court  of competent jurisdiction to have been a
voidable  preference or fraudulent conveyance under the bankruptcy or insolvency
laws  of  the United States, or shall be deemed to be otherwise due to any party
other than the Secured Party, then, in any such event, the Company's obligations
hereunder  shall  survive  cancellation  of  this  Agreement,  and  shall not be
discharged or satisfied by any prior payment thereof and/or cancellation of this
Agreement,  but  shall  remain  a  valid  and  binding obligation enforceable in
accordance  with  the  terms and provisions hereof.  The Company and Roman waive
all right to require the Secured Party to proceed against any other person or to
apply any Collateral which the Secured Party may hold at any time, or to marshal
assets,  or  to pursue any other remedy.  The Company waives any defense arising
by  reason  of  the  application of the statute of limitations to any obligation
secured  hereby.

11.     Term  of  Agreement.  This  Agreement  and  the  Security Interest shall
        -------------------
terminate  on the date on which all payments under the Debentures have been made
in  full  and all other Obligations of the Company have been paid or discharged.
Upon  such  termination, the Secured Party, at the request and at the expense of
the  Company,  will  join in executing any termination statement with respect to
any  financing  statement  executed  and  filed  pursuant  to  this  Agreement.
Notwithstanding  anything  to  the contrary contained herein, Roman shall at all
times  be free to dispose of the Collateral in accordance with the provisions of
the  Leak-out Agreement dated the date hereof with Secured Party.  Further, this
Agreement  shall  terminate  automatically  upon termination of the restrictions
contained  in  the  Leak-out  Agreement.

12.     Power  of  Attorney;  Further  Assurances.
        -----------------------------------------

(a)     Roman authorizes the Secured Party, and does hereby make, constitute and
appoint it, and its respective officers,  agents,  successors  or  assigns  with
full  power  of  substitution, as Roman's true and lawful attorney-in-fact, with
power,  in  its  own  name or in the name of Roman, to, after the occurrence and
during  the  continuance  of  an Event of Default (i) to pay or discharge taxes,
liens,  security interests or other encumbrances at any time levied or placed on
or  threatened  against  Collateral; (ii) generally, to do, at the option of the
Secured  Party,  and  at Roman's expense, at any time, or from time to time, all
acts and things which the Secured Party deems necessary to protect, preserve and
realize  upon  the Collateral and the Security Interest granted therein in order
to  effect the intent of this Agreement, the Debentures and the Warrants, all as
fully  and effectually as Roman might or could do; and Roman hereby ratifies all
that said attorney shall lawfully do or cause to be done by virtue hereof.  This
power  of  attorney is coupled with an interest and shall be irrevocable for the
term of this Agreement and thereafter as long as any of the Obligations shall be
outstanding.

(b)     Roman  hereby  irrevocably  appoints  the Secured Party as the Company's
attorney-in-fact, with full authority in the place and stead of Roman and in the
name of Roman, from time to time in the  Secured  Party's  discretion,  to  take
any  action  and  to  execute  any  instrument  which the Secured Party may deem
necessary  or  advisable to accomplish the purposes of this Agreement, including
the  filing,  in  its  sole discretion, of one or more financing or continuation
statements and amendments thereto, relative to any of the Collateral without the
signature  of  the  Company  where  permitted  by  law.

13.     Notices.  All  notices,  requests,  demands  and  other  communications
        -------
hereunder  shall be in writing, with copies to all the other parties hereto, and
shall  be  deemed  to  have  been duly given when (i) if delivered by hand, upon
receipt,  (ii)  if  sent by facsimile, upon receipt of proof of sending thereof,
(iii)  if  sent  by  nationally  recognized  overnight delivery service (receipt
requested), the next business day or (iv) if mailed by first-class registered or
certified  mail, return receipt requested,  postage  prepaid,  four  days  after
posting in the U.S. mails, in each case if delivered to the following addresses:

If  to  Roman:

Paul  Roman
SimplaGene  USA,  Inc,
500  Bi-County  Blvd.  Ste.  400
Farmingdale,  NY  11735-3940
Telephone:  631-694-1111
Facsimile:  631-694-8493

With  Copy  to:

Gary  T.  Moomjian
Moomjian  &  Waite,  LLP
100  Jericho  Quadrangle  -  Suite  225
Jericho,  New  York  11753
Phone:  516-937-5900,  Ext.  47
Fax:  516-937-5050


If  to  the  Secured  Party:

Dutchess  Capital  Management,  LLC
Douglas  Leighton
50  Commonwealth  Ave,  Suite  2
Boston,  MA  02116
(617)  301-4700
(617)  249-0947

14.     Miscellaneous.
        -------------

(a)     No  course  of  dealing  between  Roman  and  the Secured Party, nor any
failure  to  exercise,  nor  any delay in exercising, on the part of the Secured
Party,  any  right,  power  or privilege hereunder or under the Debentures shall
operate  as  a  waiver  thereof; nor shall any single or partial exercise of any
right,  power or privilege hereunder or thereunder preclude any other or further
exercise  thereof  or  the  exercise  of  any  other  right, power or privilege.

(b)     All  of the rights and remedies of the Secured Party with respect to the
Collateral,  whether  established  hereby  or  by the Debentures or by any other
agreements,  instruments  or  documents or by law shall be cumulative and may be
exercised  singly  or  concurrently.

(c)     This  Agreement  constitutes  the  entire  agreement of the parties with
respect  to  the  subject  matter  hereof and is intended to supersede all prior
negotiations,  understandings  and agreements with respect to the subject matter
hereof.  Except  as  specifically  set  forth in this Agreement, no provision of
this  Agreement  may  be  modified  or  amended  except  by  a written agreement
specifically  referring  to  this  Agreement  and  signed by the parties hereto.

(d)     In the event that any provision of this Agreement is held to be invalid,
prohibited  or  unenforceable  in  any  jurisdiction for any reason, unless such
provision is narrowed by judicial construction, this Agreement shall, as to such
jurisdiction,  be  construed  as  if  such  invalid, prohibited or unenforceable
provision  had  been  more narrowly drawn so as not to be invalid, prohibited or
unenforceable.  If,  notwithstanding  the  foregoing,  any  provision  of  this
Agreement  is  held  to  be  invalid,  prohibited  or  unenforceable  in  any
jurisdiction,  such  provision, as to such jurisdiction, shall be ineffective to
the  extent  of  such  invalidity,  prohibition  or  unenforceability  without
invalidating  the remaining portion of such provision or the other provisions of
this  Agreement  and  without  affecting  the validity or enforceability of such
provision  or  the other provisions of this Agreement in any other jurisdiction.

(e)     No  waiver  of  any  breach or default or any right under this Agreement
shall  be considered valid unless in writing and signed by the party giving such
waiver,  and no such waiver shall be deemed a waiver of any subsequent breach or
default  or  right,  whether  of  the  same  or  similar  nature  or  otherwise.

(f)     This  Agreement  shall  be binding upon and inure to the benefit of each
party  hereto  and  its  successors  and  assigns.

(g)     Each  party  shall take such further action and execute and deliver such
further  documents  as may be necessary or appropriate in order to carry out the
provisions  and  purposes  of  this  Agreement.

(h)     The validity, terms, performance and enforcement of this Agreement shall
be  governed  and construed by the provisions  hereof  and  in  accordance  with
the  laws of the Commonwealth of Massachusetts applicable to agreements that are
negotiated,  executed,  delivered  and  performed  solely in the Commonwealth of
Massachusetts.

(i)     All  disputes  arising  under  this  agreement  shall be governed by and
interpreted  in  accordance  with the laws of the Commonwealth of Massachusetts,
without regard to principles of conflict of laws.  The parties to this agreement
will  submit  all  disputes  arising under  this  agreement  to  arbitration  in
Boston,  Massachusetts  before  a  single arbitrator of the American Arbitration
Association  ("AAA").  The  arbitrator  shall  be selected by application of the
rules  of  the  AAA,  or  by  mutual  agreement of the parties, except that such
arbitrator  shall be an attorney admitted to practice law in the Commonwealth of
Massachusetts.  No  party  to  this agreement will challenge the jurisdiction or
venue  provisions  as  provided  in this section.  Nothing in this section shall
limit  the Holder's right to obtain an injunction for a breach of this Agreement
from  a  court  of  law.

(j)     This  Agreement  may  be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and, all of which taken
together  shall  constitute  one and  the  same Agreement.  In  the  event  that
any  signature  is  delivered  by  facsimile  transmission, such signature shall
create  a  valid  binding  obligation of the party executing (or on whose behalf
such  signature  is executed) the same with the same force and effect as if such
facsimile  signature  were  the  original  thereof.

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                                      *.*.*


IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be
duly  executed  on  the  day  and  year  first  above  written.


     ROMAN
     -----
/s/Paul A. Roman
----------------
Paul A.  Roman



                              DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
                              DUTCHESS  PRIVATE  EQUITIES  FUND,  II,  L.P.
                              BY  ITS  GENERAL  PARTNER  DUTCHESS
                              CAPITAL  MANAGEMENT,  LLC


   By:  /s/Douglas H. Leighton
        ----------------------
 Name:  Douglas  H.  Leighton
Title:  A  Managing  Member