Exhibit 10.8

                               SECURITY AGREEMENT

     SECURITY AGREEMENT  (this  "Agreement"),  dated as of July 14, 2006, by and
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among  SimplaGene  USA USA, Inc  a Nevada corporation, ("Company"), 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
Company and the Secured Party (the "Subscription Agreement"), 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,  Company  shall  issue to the Secured Party
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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,
Company  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 Company 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
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shall  have  the  meanings  set  forth  in  this  Section 1.  Terms used but not
otherwise  defined  in  this  Agreement that are defined in Article 9 of the UCC
(such  as  "general  intangibles"  and  "proceeds")  shall  have  the respective
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meanings  given  such  terms  in  Article  9  of  the  UCC.
(a)     "Collateral"  means the collateral in which the Secured Party is granted
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a  security  interest  by  this Agreement and which shall include the following,
whether  presently  owned  or  existing  or  hereafter  acquired  or coming into
existence,  and  all  additions and accessions thereto and all substitutions and
replacements  thereof,  and  all  proceeds,  products  and  accounts  thereof,
including,  without  limitation,  all  proceeds from the sale or transfer of the
Collateral  and  of  insurance  covering  the  same  and  of  any tort claims in
connection  therewith.

(i)     All  Goods of the Company, including, without limitation, all inventory,
machinery,  equipment,  computers,  motor vehicles, trucks, tanks, boats, ships,
appliances,  furniture,  special  and  general tools, fixtures, test and quality
control  devices  and  other  equipment  of  every  kind and nature and wherever
situated,  together  with  all documents of title and documents representing the
same,  all  additions  and  accessions thereto, replacements therefor, all parts
therefor,  and all substitutes for any of the foregoing and all other items used
and  useful  in  connection  with  the Company's businesses and all improvements
thereto  (collectively,  the  "Equipment");  and
                               ---------

(ii)     Intentionally  omitted;  and,

(iii)     All  of  the  Company's  contract  rights  and  general  intangibles,
including,  without  limitation,  all  partnership  interests,  stock  or  other
securities,  licenses,  distribution  and  other  agreements,  computer software
development  rights,  leases,  franchises,  customer  lists,  quality  control
procedures,  grants  and  rights,  goodwill,  trademarks,  service  marks, trade
styles, trade names, patents, patent applications, copyrights, deposit accounts,
     and  income  tax  refunds  (collectively,  the  "General Intangibles"); and
                                                      -------------------

(iv)     All  Receivables  of  the  Company, except those liens held by Shoppers
Charge  Accounts  Co, including all insurance proceeds, and rights to refunds or
indemnification  whatsoever  owing, together with all instruments, all documents
of  title  representing  any  of the foregoing, all rights in any merchandising,
goods, equipment, motor vehicles and trucks which any of the same may represent,
and  all  right,  title,  security  and   guaranties   with   respect   to  each
Receivable,  including  any  right  of  stoppage  in  transit;  and

(v)     All  of  the  Company's documents, instruments and chattel paper, files,
records,  books  of account, business papers, computer programs and the products
and  proceeds  of  all of the foregoing Collateral set forth in clauses (i)-(iv)
above.

(b)     "Company"  shall mean, collectively, Company and all of the subsidiaries
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of  Company,  a  list  of  which  is  contained  in Schedule A, attached hereto.
                                                    ----------

(c)     "Obligations"  means  all  of  the  Company's  obligations  under  this
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Agreement  and  the Debentures, in each case, 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.

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

2.     Grant  of  Security  Interest.  As an inducement for the Secured Party to
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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,  the  Company  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  the Company'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 the Company.
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The  Company  represents  and  warrants  to,  and covenants and agrees with, the
Secured  Party  as  follows:

(a)     The  Company  has  the  requisite corporate power and authority to enter
into  this Agreement and otherwise to carry out its obligations thereunder.  The
execution,  delivery  and  performance  by the Company of this Agreement and the
filings  contemplated  therein have been duly authorized by all necessary action
on  the  part  of  the Company and no further action is required by the Company.
This  Agreement constitutes a legal, valid and binding obligation of the Company
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)     The  Company represents and warrants that it has no place of business or
offices  where  its respective books of account and records are kept (other than
temporarily  at  the  offices  of  its attorneys or accountants) or places where
Collateral  is  stored  or  located,  except as set forth on Schedule A attached
                                                             ----------
hereto;

(c)     The  Company  is  the  sole  owner  of  the  Collateral  (except  for
non-exclusive  licenses  granted  by  the  Company  in  the  ordinary  course of
business),  free  and  clear  of  any liens, except those liens held by Shoppers
Charge  Accounts Co., 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,
the  Company  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).

(d)     No  part of the Collateral has been judged invalid or unenforceable.  No
written  claim has been received that any Collateral or the Company's use of any
Collateral  violates  the  rights  of any third party. There has been no adverse
decision  to  the  Company's claim of ownership rights in or exclusive rights to
use  the  Collateral  in  any jurisdiction or to the Company'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 the Company,
threatened before any court, judicial body, administrative or regulatory agency,
arbitrator  or  other  governmental  authority.

(e)     The Company shall at all times maintain its books of account and records
relating  to  the  Collateral  at  its  principal  place  of  business  and  its
Collateral  at the locations set forth on Schedule A attached hereto and may not
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relocate  such  books  of  account  and records or tangible Collateral unless it
delivers  to  the  Secured  Party  at least 30 days prior to such relocation (i)
written  notice  of  such relocation and the new location thereof (which must be
within  the  United  States)  and  (ii)  evidence  that  appropriate  financing
statements  and other necessary documents have been filed and recorded and other
steps have been taken to perfect the Security Interest to create in favor of the
Secured  Party  valid,  perfected  and  continuing  first  priority liens in the
Collateral.

(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  and, upon making the filings described in the immediately following
sentence,  a  perfected  first  priority  security  interest in such Collateral.
Except  for the filing of financing statements on Form-1 under the UCC with  the
jurisdictions  indicated  on  Schedule  B,  attached hereto, no authorization or
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approval of or filing with or notice to any governmental authority or regulatory
body  is  required  either  (i)  for  the  grant  by  the  Company  of,  or  the
effectiveness  of,  the  Security  Interest granted hereby or for the execution,
delivery  and  performance  of  this  Agreement  by  the Company or (ii) for the
perfection  of  or  exercise  by  the  Secured  Party of its rights and remedies
hereunder.

(g)     On  the date of execution of this Agreement, the Company will deliver to
the  Secured  Party one or more executed UCC financing statements on Form-1 with
respect to the Security Interest for filing with  the jurisdictions indicated on
Schedule  B,  attached  hereto  and  in  such  other  jurisdictions  as  may  be
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requested  by  the  Secured  Party.

(h)     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 the Company is bound.  No
consent  (including,  without limitation, from stock holders or creditors of the
Company)  is  required for the Company to enter into and perform its obligations
hereunder.

(i)     The  Company shall at all times maintain the liens and Security Interest
provided  for hereunder as valid and perfected 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.
The  Company  hereby agrees to defend the same against any and all persons.  The
Company  shall  safeguard  and  protect  all  Collateral  for the account of the
Secured  Party.  At  the request of the Secured Party, the Company 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 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.

(j)     The  Company  will  not transfer, pledge, hypothecate, encumber, license
(except in the ordinary course of business), sell or otherwise dispose of any of
the  Collateral  without  the  prior  written consent of the Secured Party.

(k)     The  Company  shall keep and preserve its Equipment, Inventory and other
tangible Collateral in good condition, repair and order and shall not operate or
locate any such Collateral (or cause to be operated  or  located)  in  any  area
excluded  from  insurance  coverage.

(l)     The  Company shall, within ten (10) days of obtaining knowledge thereof,
advise  the  Secured  Party  promptly,  in sufficient detail, of any substantial
change  in the Collateral, and of the occurrence of any event which would have a
material adverse effect on the value of the Collateral or on the Secured Party's
security  interest  therein.

(m)     The Company shall promptly execute and deliver to the Secured Party such
further   deeds,   mortgages,   assignments,   security   agreements,  financing
statements or other instruments, documents, certificates and assurances and take
such  further  action as the Secured Party may from time to time request and may
in  its  sole  discretion  deem  necessary  to  perfect,  protect or enforce its
security interest in the Collateral including, without limitation, the execution
and  delivery  of  a  separate  security agreement with respect to the Company's
intellectual  property ("Intellectual Property Security Agreement") in which the
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Secured Party has been granted a security interest hereunder, substantially in a
form  acceptable  to  the  Secured  Party,  which Intellectual Property Security
Agreement,  other  than  as stated therein, shall be subject to all of the terms
and  conditions  hereof.

(n)     The  Company  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.

(o)     The  Company  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.

(p)     The Company 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.

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

(r)     Schedule A attached hereto contains a list of all of the subsidiaries of
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Company.

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

(a)     The  occurrence  of  an  Event of Default (as defined in the Transaction
Documents)  under  the  Transaction  Documents,  or  breach  of the terms of the
Transaction  Documents.

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

(c)     The  failure by the Company 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
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at  any  time  thereafter  while uncured, if subject to cure, the Company shall,
upon  receipt by it of any revenue, income or other sums subject to the Security
Interest,  whether  payable  pursuant  to the Debentures or otherwise, or of any
check,  draft,  note,  trade  acceptance  or  other  instrument  evidencing  an
obligation to pay any such sum, hold the same in trust for the Secured Party and
shall forthwith endorse and transfer any such  sums  or  instruments,  or  both,
to  the  Secured  Party  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, 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 the UCC and/or any other applicable
law (including the Uniform Commercial Code of  any  jurisdiction  in  which  any
Collateral  is  then located).  Without limitation, 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), and, for that purpose, enter, with the
aid and assistance of any person, any premises where the Collateral, or any part
thereof,  is  or  may  be placed and remove the  same,  and  the  Company  shall
assemble  the  Collateral  and  make it available to the Secured Party at places
which  the  Secured  Party  shall  reasonably  select,  whether at the Company's
premises  or  elsewhere,  and make available to the Secured Party, without rent,
all  of  the Company's respective premises and facilities for the purpose of the
Secured  Party  taking  possession  of,  removing  or  putting the Collateral in
saleable  or  disposable  form.

(b)     The  Secured  Party  shall have the right to operate the business of the
Company  using the Collateral and shall have the right to assign, sell, lease 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  time or times and at such place or places, for such sale
price  or  prices,  and  upon such terms and conditions as the Secured Party may
deem  commercially  reasonable,  all  without  (except  as  shall be required by
applicable  statute and cannot be waived) advertisement or demand upon or notice
to the Company or right of redemption of the Company, which are hereby expressly
waived.  Upon each such sale, lease, assignment or other transfer of Collateral,
the  Secured  Party  may,  unless  prohibited  by applicable law which cannot be
waived,  purchase  all  or  any part of the Collateral being sold, free from and
discharged  of  all  trusts,  claims,  right  of  redemption and equities of the
Company,  which  are  hereby  waived  and  released.

7.     Applications  of Proceeds.  The proceeds of any such sale, lease or other
       -------------------------
disposition  of the Collateral hereunder shall be applied first, to the expenses
of  retaking,  holding, storing, 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  the Company any surplus proceeds.  If, upon the sale, license or
other  disposition  of  the Collateral, the proceeds thereof are insufficient to
pay all amounts to which the Secured Party is legally entitled, the Company will
be liable for the deficiency, together with interest thereon, at the rate of 18%
per  annum  (the  "Default  Rate"),  and  the  reasonable  fees of any attorneys
                   -------------
employed  by  the  Secured  Party  to  collect  such  deficiency.  To the extent
permitted  by applicable law, the Company 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 Default Rate.

9.     Responsibility  for  Collateral.  The Company assumes all liabilities and
       -------------------------------
responsibility  in  connection  with  all Collateral, and the obligations of the
Company hereunder or under the Transaction Documents shall in no way be affected
or diminished by reason of the loss, destruction, damage  or  theft  of  any  of
the  Collateral  or  its  unavailability  for  any  reason.

10.     Security  Interest  Absolute.  All  rights  of the Secured Party and all
        ----------------------------
Obligations  of  the  Company  hereunder,  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 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 waives 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.

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

(a)     The  Company  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  the Company's true and lawful
attorney-in-fact, with power, in its own name or in the name of the Company, to,
after  the occurrence and during the continuance of  an  Event  of  Default  (i)
endorse any notes, checks, drafts, money orders, or other instruments of payment
(including  payments  payable under or in respect of any policy of insurance) in
respect  of  the  Collateral that may come into possession of the Secured Party;
(ii)  to sign and endorse any UCC financing statement or any invoice, freight or
express  bill,  bill  of  lading,  storage or warehouse receipts, drafts against
debtors, assignments, verifications and notices in connection with accounts, and
other  documents  relating  to  the Collateral; (iii) to pay or discharge taxes,
liens,  security interests or other encumbrances at any time levied or placed on
or  threatened  against  the  Collateral;  (iv) to demand, collect, receipt for,
compromise,  settle and sue for monies due in respect of the Collateral; and (v)
generally,  to  do,  at  the  option  of the Secured Party, and at the Company'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  the  Company might or could do; and the Company 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)     On  a  continuing  basis,  the  Company will make, execute, acknowledge,
deliver, file and record, as the case may be, in the proper filing and recording
places    in    any    jurisdiction,    including,   without   limitation,   the
jurisdictions  indicated  on  Schedule B, attached hereto, all such instruments,
                              ----------
and  take all such action as may reasonably be deemed necessary or advisable, or
as  reasonably  requested by the Secured Party, to perfect the Security Interest
granted  hereunder  and  otherwise  to carry out the intent and purposes of this
Agreement,  or  for  assuring  and  confirming to the Secured Party the grant or
perfection  of  a  security  interest  in  all  the  Collateral.

(c)     The  Company  hereby  irrevocably  appoints  the  Secured  Party  as the
Company's  attorney-in-fact,  with  full authority in the place and stead of the
Company and in the name of the Company, 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  the  Company:

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.     Other Security.  To the extent that the Obligations are now or hereafter
        --------------
secured   by   property   other   than  the  Collateral  or  by  the  guarantee,
endorsement  or property of any other person, firm, corporation or other entity,
then  the Secured Party shall have the right, in its sole discretion, to pursue,
relinquish,  subordinate,  modify or take any other action with respect thereto,
without  in any way modifying or affecting any of the Secured Party's rights and
remedies  hereunder.

15.     Miscellaneous.
        -------------

(a)     No  course of dealing between the Company 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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      *.*.*


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


                              SIMPLAGENE USA, INC.
                             ----------------------

   By:     /s/Paul  Roman
           --------------
 Name:     Paul  Roman
Title:     President  &  Chief  Executive  Officer


   By:     /s/Thomas  McNeill
           ------------------
 Name:     Thomas  McNeill
Title:     Vice  President  &  Chief  Financial  Officer



                              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

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