gihcexhibit1011111809.htm


    
      

      

    

    Exhibit
10.11

    
 

    SECURITY
AGREEMENT

     

     

    THIS
SECURITY AGREEMENT (this “Agreement”)
is made as of November __, 2009, by and between Green Irons
Holdings  Corp., a Nevada corporation (the “Company”)
and the party executing below as a secured party (collectively, the “Secured
Party”).

     

    RECITALS

     

    A.           Company
has issued to the Secured Party a senior secured convertible promissory note
(the “Note”)
in the principal amount of Three Hundred Thirty Four Thousand Nine Hundred Five
Dollars ($334,905).

     

    B.           In
order to induce Secured Party to acquire the Note from Company, Company has
agreed, among other things, to execute this Agreement.

     

    NOW,
THEREFORE, in consideration of the agreements herein and in reliance upon
the representations and warranties set forth herein and therein, the parties
agree as follows:

     

                       
  ARTICLE
1.                      

    DEFINED
TERMS

     

    1.1          DEFINITIONS.  Unless
otherwise defined herein or unless the context otherwise requires, terms used in
this Agreement, including its preamble and recitals, have the meanings provided
in the Uniform Commercial Code in effect in the State of Nevada (the “UCC”).  In
addition, the following terms when used in this Agreement, including its
preamble and recitals, shall have the following meanings:

     

    “Transaction
Documents” means (a) this Agreement, (b) the Note, and (c) the UCC-1
filed in connection herewith.

     

    “Obligations”
means the payment and performance obligations of Company under any of the
Transaction Documents.

     

                
  ARTICLE
2.                      

    SECURITY
INTEREST

     

               2.1           GRANT
OF SECURITY INTEREST.  To secure the timely payment and
performance in full of the Obligations, Company does hereby assign, grant and
pledge to the Secured Party all of the estate, right, title and interest of
Company in and to the collateral as more fully described on Exhibit
A hereto, whether now owned or later acquired or created, and including
all proceeds of the collateral, whether cash or non-cash (the “Collateral”).

     

    2.2          FINANCING
STATEMENTS.

     

      
(a)    Company
hereby authorizes Secured Party to file this Agreement and all financing
statements, continuation statements, amendments, assignments, collateral
assignments, certificates, and other documents and instruments with respect to
the Collateral pursuant to the UCC and otherwise in any jurisdiction and with
any filing offices (whether state, federal or foreign) as may be necessary or
reasonably requested by such Secured Party to perfect, or from time to time to
publish notice of, or continue or renew, the security interests granted hereby
(including, such financing statements, continuation statements, certificates,
and other documents as may be necessary or reasonably requested to perfect a
security interest in any additional property rights hereafter acquired by
Company or in any replacements, products or proceeds thereof), in each case in
form and substance satisfactory to such Secured Party.

     

      
(b)     Company will
pay the cost of filing such financing statements relating to it in all public
offices where filing is necessary or reasonably requested by Secured Party and
will pay any and all recording, transfer or filing taxes that may be due in
connection with any such filing.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     
(c)    Such
financing statements may describe the Collateral in the same manner as described
herein or may contain an indication or description of collateral that describes
such property in any other manner as Secured Party may reasonably determine is
necessary, advisable or prudent to ensure the perfection of the security
interest in the Collateral granted to Secured Party herein.

     

    ARTICLE
3.

    REPRESENTATIONS
AND WARRANTIES OF DEBTOR

     

    Company
makes the following representations and warranties to and in favor of Secured
Party as of the date hereof.  All of these representations and
warranties shall survive the execution and delivery of this
Agreement:

     

    3.1           OFFICES,
LOCATION OF COLLATERAL.  The chief executive office or chief
place of business of Company is located at 10497 Town and Country Way, Suite
310, Houston, Texas 77024.

     

    3.2           TITLE
AND LIENS.  Company has good, valid, and marketable title to
its respective portion of the Collateral, free from all liens and encumbrances
of any kind, except for (i) normal and customary state or municipal impositions
not yet due and payable, and (ii) purchase money security interests incurred in
the normal course of business.  As a result of this Agreement, Secured
Party will together have a senior priority security interest in the Collateral,
subordinate to no other security interest.

     

    ARTCLE
4.

    COVENANTS
OF DEBTOR

     

    Company
covenants to and in favor of Secured Party as follows:

     

    4.1          COMPLIANCE
WITH OBLIGATIONS.  Company shall perform and comply in all
material respects with all obligations and conditions on its part to be
performed with respect to the Collateral.

     

    4.2          EVENTS
OF DEFAULT.  Company shall give to Secured Party prompt notice
of any material default with respect to the Collateral of which Company has
knowledge or has received notice.

     

    4.3           PRESERVATION
OF VALUE; LIMITATION OF LIENS.  Company shall not take any
action in connection with the Collateral which would impair in any material
respect the respective interests or rights of Secured Party therein or with
respect thereto, except as expressly permitted hereby; provided,
however, that nothing in this Agreement shall prevent Company, prior to
the exercise by Secured Party of any of its respective rights pursuant to the
terms hereof, from undertaking Company’s operations in the ordinary course of
business.  Company shall not directly or indirectly create, incur,
assume or suffer to exist any liens on or with respect to all or any part of the
Collateral senior to or pari passu with the liens created by this Agreement,
except for the Permitted Encumbrances.  Company shall at its own cost
and expense promptly take such action as may be necessary to discharge any such
liens.

     

    4.4          MAINTENANCE
OF RECORDS.  Company shall, at all times, keep accurate and
complete records of its respective portion of the Collateral.  Company
shall permit representatives of Secured Party, upon reasonable prior notice, at
any time during normal business hours of the Company to inspect and make
abstracts from Company’s books and records pertaining to the
Collateral.  Upon the occurrence and during the continuation of any
Event of Default, at Secured Party’s request, Company shall promptly deliver
copies of any and all such records to Secured Party.

     

    4.5          PAYMENT
OF TAXES.  Company shall pay or cause to be paid, before any
fine, penalty, interest or cost attaches thereto, all taxes, assessments and
other governmental or non-governmental charges or levies (other than those taxes
that it is contesting in good faith and by appropriate proceedings, and in
respect of which it has established adequate reserves for such taxes) now or
hereafter assessed or levied against the Collateral pledged by it hereunder and
shall retain copies of, and, upon request, permit Secured Party to examine
receipts showing payment of any of the foregoing.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    4.6          NAME;
JURISDICTION OF ORGANIZATION.  Company shall give Secured Party
at least 30 days prior written notice before Company changes its name,
jurisdiction of organization or entity type and shall at the expense of Company
execute and deliver such instruments and documents as may be required by Secured
Party or applicable legal requirements to maintain their senior perfected
security interests in the Collateral subject to the Permitted
Encumbrances.

     

    4.7          PROCEEDS
OF COLLATERAL.  Company shall, at all times, keep pledged to
Secured Party pursuant hereto all Collateral and all dividends, distributions,
interest, principal and other proceeds received by the Company with respect
thereto, and all other Collateral and other securities, instruments, proceeds
and rights from time to time received by or distributable to Company in respect
of any Collateral, and shall not permit any issuer of such Collateral to issue
any shares of stock or other equity interests which shall not have been
immediately duly pledged to Secured Party hereunder.

     

    ARTICLE
5.

    RIGHTS
AND REMEDIES

     

    5.1          EVENT
OF DEFAULT DEFINED.  Any breach of the provisions of this
Agreement which is not cured within fifteen calendar (15) days of written notice
from Secured Party or any event of default under any of the Transaction
Documents following expiration of any applicable notice and grace periods as
described in the Transaction Documents will constitute an "Event
of Default" hereunder.

     

    5.2          REMEDIES
UPON EVENT OF DEFAULT.

     

      
(a)           During any
period during which an Event of Default shall have occurred and be continuing,
Secured Party may (but shall be under no obligation to), directly or by using
agent or broker:

     

          
(i) 
proceed
to protect and enforce the rights vested in it by this Agreement and under the
UCC;

     

         
(ii) 
cause all
moneys and other property pledged as security to be paid and/or delivered
directly to it, and demand, sue for, collect and receive any such moneys and
property;

     

         
(iii) 
cause any
action at law or suit in equity or other proceeding to be instituted and
prosecuted to collect or enforce any Obligations of Company or rights included
in the Collateral, or for specific enforcement of any covenant or agreement
contained herein, or in aid of the exercise of any power therein or herein
granted, or for any foreclosure hereunder and sale under a judgment or decree in
any judicial proceeding, or to enforce any other legal or equitable right vested
in it by this Agreement or by law;

     

         
(iv) 
foreclose
or enforce any other agreement or other instrument by or under or pursuant to
which the Obligations of any Company are issued or secured;

     

         
(v) 
subject
to Section
5.2(b), sell, lease or otherwise dispose of any or all of the Collateral,
in one or more transactions, at such prices as Secured Party may deem best, and
for cash or on credit or for future delivery, without assumption of any credit
risk, at any broker’s board or at public or private sale, without demand of
performance or notice of intention to sell, lease or otherwise dispose of, or of
time or place of disposition (except such notice as is required by applicable
statute and cannot be waived), it being agreed that Secured Party may be
purchasers or lessees on their own behalf at any such sale and that Secured
Party or anyone else who may be the purchaser, lessee or recipient for value of
any or all of the Collateral so disposed of shall, upon such disposition,
acquire all of Company’s rights therein.  Secured Party may adjourn
any public or private sale or cause the same to be adjourned from time to time
by announcement at the time and place fixed for the same, and such sale may,
without further notice or publication, be made at any time or place to which the
same may be so adjourned.  If Secured Party sells any of the
Collateral upon credit, after reasonable inquiry as to the credit worthiness of
the purchaser, Company will be credited only with payments actually made by the
purchaser, received by Secured Party and applied to the indebtedness of the
purchaser.  In the event the purchaser fails to pay for the
Collateral, Secured Party may resell the Collateral and Company shall be
credited with the proceeds of the sale;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

         
(vi) 
incur
expenses, including reasonable attorneys’ fees, consultants’ fees, and other
costs appropriate to the exercise of any right or power under this
Agreement;

     

         
(vii) 
perform
any obligation of Company hereunder and make payments, purchase, contest or
compromise any encumbrance, charge, or lien, and pay taxes and
expenses;

     

         
(viii) 
make any
reasonable compromise or settlement deemed desirable with respect to any or all
of the Collateral and extend the time of payment, arrange for payment
installments, or otherwise modify the terms of, any or all of the
Collateral;

     

         
(ix) 
secure
the appointment of a receiver of any or all of the Collateral;

     

          (x) 
exercise
any other or additional rights or remedies granted to Secured Party under any
other provision of this Agreement or exercisable by a secured party under the
UCC, whether or not the UCC applies to the affected Collateral, or under any
other applicable law and take any other action which Secured Party deem
necessary or desirable to protect or realize upon their security interests in
the Collateral or any part thereof; and/or

     

         
(xi) 
appoint a
third party (who may be an employee, officer or other representative of Secured
Party) to do any of the foregoing, or take any other action permitted hereunder,
on behalf of  Secured Party.

     

     
(b)    If,
pursuant to any law, prior notice of any action described in Section 5.2(a)
is required to be given to Company, Company hereby acknowledges that the minimum
time required by such law, or if no minimum is specified, ten days, shall be
deemed a reasonable notice period.

     

     
(c)            Any action
or proceeding to enforce this Agreement may be taken by Secured Party either in
a Company’s name or in Secured Party’s name, as Secured Party may deem
necessary.

     

    
      	
               (i)    
       

            	
              All
      rights of marshalling of assets of Company, including any such right with
      respect to the Collateral, are hereby waived by
  Company.

            


    

     

    
      	
              (ii)   
        

            	
              Secured
      Party shall incur no liability as a result of the sale of any or all of
      the Collateral at any private sale pursuant to Section 5.2(a)
      conducted in a commercially reasonable manner.  Company hereby
      waives any claims against Secured Party arising by reason of the fact that
      the price at which any or all of the Collateral may have been sold at such
      a private sale was less than the price that might have obtained at a
      public sale or was less than the aggregate amount of the Obligations, even
      if Secured Party accepts the first offer received and does not offer the
      Collateral to more than one
offeree.

            


    

     

    5.3          ATTORNEY-IN-FACT.  Upon
the occurrence and during the continuation of an Event of Default, the Company
hereby irrevocably constitutes and appoints Secured Party as its true and lawful
attorney-in-fact to enforce all rights of such Company with respect to the
Collateral, including the right to give appropriate receipts, releases and
satisfactions for and on behalf of and in the name of the Company or, at the
option of Secured Party, in the name of Secured Party, with the same force and
effect as the Company could do if this Agreement had not been
made.  If Secured Party shall so elect after the occurrence and during
the continuation of an Event of Default hereunder, Secured Party shall have the
right at all times to settle, compromise, adjust, or liquidate all claims or
disputes directly with the Company or any obligor of the Company upon such terms
and conditions as Secured Party may determine in its sole discretion, and to
charge all costs and expenses thereof (including reasonable attorneys’ fees and
charges) to the Company’s account and to add them to the Obligations whereupon
such costs and expenses shall be and become part of the
Obligations.  This power of attorney is a power coupled with an
interest and shall be irrevocable.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5.4           EXPENSES;
INTEREST.  All costs and expenses (including reasonable
attorneys’ fees and expenses) incurred by Secured Party in connection with
exercising any actions taken under Article 5, together with interest thereon (to
the extent permitted by law) computed at a rate of 10% per annum (or if less,
the maximum rate permitted by law) from the date on which such costs or expenses
are invoiced to and become payable by Company, to the date of payment thereof,
shall constitute part of the Obligations secured by this Agreement and shall be
paid by Company to Secured Party within 10 days after written
demand.

     

    5.5           NO
IMPAIRMENT OF REMEDIES.  If under applicable law, Secured Party
proceeds by either judicial foreclosure or by non-judicial sale or enforcement,
Secured Party may, at its sole option, determine which of its remedies or rights
to pursue without affecting any of its respective rights and remedies under this
Agreement.  If, by exercising any right and remedy, Secured Party
forfeits any of its other rights or remedies, including any right to enter a
deficiency judgment against Company or any third party (whether because of any
applicable law pertaining to “election of remedies” or the like), Company
nevertheless hereby consents to such action by Secured Party.  To the
extent permitted by applicable law, Company also waives any claim based upon
such action, even if such action by Secured Party results in a full or partial
loss of any rights of subrogation, indemnification or reimbursement which
Company might otherwise have had but for such action by Secured Party or the
terms herein.  Any election of remedies which results in the denial or
impairment of the right of Secured Party to seek a deficiency judgment against
any third party shall not, to the extent permitted by applicable law, impair
Company’s obligations hereunder.  If Secured Party bids at any
foreclosure or trustee’s sale or at any private sale permitted by law or this
Agreement, Secured Party may bid all or less than the amount of the
Obligations.  To the extent permitted by applicable law, the amount of
the successful bid at any such sale, whether Secured Party or any other party is
the successful bidder, shall be conclusively deemed to be the fair market value
of the Collateral and any deficiency between such bid amount and the remaining
balance of the Obligations shall be conclusively deemed to be the amount of the
Obligations.

     

    ARTICLE
6.

    CERTAIN
WAIVERS

     

    6.1           MODIFICATION
OF OBLIGATIONS.  Company’s liability hereunder shall not be
reduced, limited, impaired, discharged or terminated if Secured Party at any
time, without notice to or demand of Company (unless specifically required by
the Transaction Documents):

     

      
(a)   
renews,
extends, accelerates, or otherwise changes the time, place, manner or terms, or
otherwise modifies any of the Obligations (including any payment
terms);

     

      
(b)   
extends
or waives the time for Company’s performance of, or compliance with, any term,
covenant or agreement on its part to be performed or observed under the
Transaction Documents, or waives such performance or compliance or consents to a
failure of, or departure from, such performance or compliance;

     

      
(c)   
settles,
compromises, releases or discharges, or accepts or refuses any offer of
performance with respect to, or substitutions for, any of the Obligations or any
agreement relating thereto and/or subordinates the payment of the same to the
payment of any other obligations;

     

      
(d)   
requests
and accepts other guaranties of any of the Obligations and takes and holds
security for the payment hereof or any of the Obligations;

     

      
(e)   
releases,
surrenders, exchanges, substitutes, compromises, settles, rescinds, waives,
alters, subordinates or modifies, with or without consideration, any security
for payment of any of the Obligations, any other guaranties of any of the
Obligations, or any other obligation of any third party with respect to any of
the Obligations;

     

      
(f)   
to the
extent permitted by law, enforces and applies any security, if any, now or
hereafter held by or for the benefit of Secured Party in respect hereof or any
of the Obligations and directs the order or manner of sale thereof, or exercises
any other right or remedy that Secured Party may have against any such security,
in each case as Secured Party in its discretion may determine, including
foreclosure on any collateral pursuant to one or more judicial or nonjudicial
sales, whether or not every aspect of any such sale is commercially reasonable;
or

     

      
(g)   
exercises
any other rights available to it under any of the Transaction Documents, at law
or in equity.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    6.2           SECURITY
INTERESTS ABSOLUTE.  All rights of the Secured Party and the
security interests hereunder, and all obligations of Company hereunder, shall be
absolute and unconditional irrespective of:

     

      
(a)   
any
failure or omission to assert or enforce or agreement or election not to assert
or enforce, or the stay or enjoining, by order of court, by operation of law or
otherwise, of the exercise or enforcement of, any claim or demand or any right,
power or remedy (whether arising under any of the Transaction Documents, at law,
in equity or otherwise) with respect to any of the Obligations or any agreement
relating thereto, or with respect to any other guaranty of or security for the
payment of any of the Obligations;

     

      
(b)   
any
rescission, waiver, amendment or modification of, or any consent to departure
from, any of the terms or provisions (including provisions relating to events of
default) hereof, in any other Transaction Documents or any agreement or
instrument executed pursuant thereto, or of any other guaranty or security for
any of the Obligations, in each case, whether or not in accordance with the
terms hereof or any other Transaction Documents or any agreement relating to
such other guaranty or security;

     

      
(c)   
the
application of payments received from any source to the payment of indebtedness
of Company to Secured Party other than the Obligations, even though Secured
Party might have elected to apply such payment to any part or all of the
Obligations;

     

      
(d)   
Secured
Party’s consent to the change, reorganization or termination of the corporate
structure or existence of Company and to any corresponding restructuring of any
of the Obligations;

     

      
(e)   
any other
act or thing or omission, or delay to do any other act or thing, which may or
might in any manner or to any extent vary the risk of Company as an obligor in
respect of any of the Obligations;

     

      
(f)   
any
Obligations or any agreement relating thereto, at any time being found to be
illegal, invalid or unenforceable in any respect

     

      
(g)   
any
defenses, set-offs or counterclaims which Company may allege or assert against
Secured Party in respect of the Obligations; and

     

      
(h)   
whether
Secured Party makes, or does not or fails to make, any additional loan to
Company subsequent to the date hereof.

     

    6.3           CERTAIN
WAIVERS.  Company hereby waives any and all defenses afforded
to a surety, including promptness, diligence, notice of acceptance and any other
notice with respect to any of the Obligations and this Agreement and any
requirement that Secured Party protect, secure, perfect or insure any security
interest or lien, or any property subject thereto, or exhaust any right or take
any action against Company or any other third party or entity or any collateral
securing any of the Obligations, as the case may be.

     

    6.4           POSTPONEMENT
OF SUBROGATION.  Company agrees that it will not exercise any
rights which it may acquire by way of rights of subrogation under this
Agreement, by any payment made hereunder or otherwise, while this Agreement is
in effect, unless such action is required to stay or prevent the running of any
applicable statute of limitations.  Any amount paid to Company on
account of any such subrogation rights prior to such time shall be held in trust
for Secured Party and shall immediately be paid to Secured Party and credited
and applied against the Obligations.  Any time after this Agreement
has terminated and if Company has made payment to Secured Party of all of the
Obligations, or if an action is required to stay or prevent the running of any
applicable statute of limitations, then, at Company’s request, Secured Party
will execute and deliver to Company appropriate documents (without recourse and
without representation or warranty) necessary to evidence the transfer by
subrogation to Company of an interest in the Obligations resulting from such
payment by Company.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    ARTICLE
7.

    MISCELLANEOUS
PROVISIONS

     

    7.1          NOTICE.  All
notices or other communications required or permitted to be given hereunder
shall be made in writing and shall be considered given (a) when made if made by
hand delivery, (b) one business day after being deposited with an overnight
courier if made by a courier guaranteeing overnight delivery, (c) on the date
indicated on the notice of receipt if made by first-class United States mail,
with return receipt requested, and (d) upon confirmation if made by
telecopier.  Any party shall have the right to change its address for
notice hereunder to any other location within the continental United States by
giving of notice to the other parties in the manner set forth
hereinabove.

     

    7.2          DELAY
AND WAIVER; REMEDIES CUMULATIVE.  No failure or delay by
Secured Party in exercising any right or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power.  Any waiver, permit, consent or approval of any
kind or character on the part of Secured Party of any breach or default under
the Agreement or any waiver on the part of Secured Party of any provision or
condition of this Agreement must be in writing and shall be effective only to
the extent in such writing specifically set forth.  No right, power or
remedy herein conferred upon or reserved to Secured Party hereunder is intended
to be exclusive of any other right, power or remedy, and every such right, power
and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right, power and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or
remedy.  Resort to any or all security now or hereafter held by
Secured Party may be taken concurrently or successively and in one or several
consolidated or independent judicial actions or lawfully taken nonjudicial
proceedings, or both.

     

    7.3          ENTIRE
AGREEMENT.  This Agreement and any agreement, document or
instrument referred to herein integrate all the terms and conditions mentioned
herein or incidental hereto and supersede all oral negotiations and prior
writings in respect of the subject matter hereof.

     

    7.4          GOVERNING
LAW.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, exclusive of its conflict of
laws rules.

     

    7.5          SEVERABILITY.  In
case any one or more of the provisions contained in this Agreement should be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

     

    7.6          HEADINGS.  Paragraph
headings have been inserted in this Agreement as a matter of convenience for
reference only and it is agreed that such paragraph headings are not a part of
this Agreement and shall not be used in the interpretation of any provision of
this Agreement.

     

    7.7          WAIVER
OF JURY TRIAL.  THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVE ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY COURSE OR CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN), OR ACTIONS OF SECURED PARTY.  THIS PROVISION IS A
MATERIAL INDUCEMENT FOR SECURED PARTY TO MAKE THE LOAN.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    7.8          CONSENT
TO JURISDICTION.  Each party hereto agrees that any legal
action or proceeding with respect to or arising out of this Agreement may be
brought in or removed to the federal or state courts located in Clark County,
Nevada, as Secured Party may elect.  By execution and delivery of this
Agreement, each party hereto accepts, for themselves and in respect of their
property, generally and unconditionally, the jurisdiction of the aforesaid
courts.  Each of the parties hereto irrevocably consents to the
service of process out of any of the aforementioned courts in any manner
permitted by law.  Nothing herein shall affect the right of Secured
Party to bring legal action or proceedings in any other competent
jurisdiction.  Each party hereto hereby waives any right to stay or
dismiss any action or proceeding under or in connection with this Agreement
brought before the foregoing courts on the basis of forum
non-conveniens.

     

    7.9          SUCCESSORS
AND ASSIGNS.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and
assigns.

     

    7.10        COUNTERPARTS.  This
Agreement may be executed in one or more duplicate counterparts and when signed
by all of the parties listed below, shall constitute a single binding
agreement.  Delivery of an executed signature page of this Agreement
by facsimile transmission shall be as effective as delivery of a manually
executed counterpart thereof.

     

    7.11        BENEFIT
OF AGREEMENT.  Nothing in this Agreement, express or implied,
shall give or be construed to give, any person other than the parties hereto and
their respective successors, transferees and assigns any legal or equitable
right, remedy or claim under this Agreement, or under any covenants and
provisions of this Agreement, each such covenant and provision being for the
sole benefit of the parties hereto and their respective successors, transferees
and assigns.

     

    7.12        AMENDMENTS
AND WAIVERS.  No amendment, modification, termination or waiver
of any provision of this Agreement or consent to any departure therefrom shall
be effective unless the same shall be in writing and signed by each of the
parties hereto.  Each amendment, modification, termination or waiver
shall be effective only in the specific instance and for the specific purpose
for which it was given.

     

    7.13        SURVIVAL
OF AGREEMENTS.  The provisions regarding the payment of
expenses and indemnification obligations shall survive and remain in full force
and effect until terminated pursuant to Section 7.14 (unless reinstated pursuant
to section 7.15).

     

    7.14        RELEASE
AND SATISFACTION.  Upon the indefeasible payment (whether in
cash and/or other consideration which is satisfactory to Secured Party in its
sole discretion) and performance in full of the Obligations, (i) this Agreement
and the security interests created hereby shall terminate and Secured Party will
return the Collateral, including all documentation evidencing or affecting the
Collateral, and (ii) upon written request of Company, Secured Party shall
execute and deliver to Company, at Company’s expense and without representation
or warranty by or recourse to Secured Party, releases and satisfactions of all
financing statements, mortgages, notices of assignment and other registrations
of security.

     

    7.15        REINSTATEMENT.  This
Agreement shall continue to be effective or be automatically reinstated, as the
case may be, if at any time any payment pursuant to this Agreement is rescinded
or must otherwise be restored or returned upon the insolvency, bankruptcy,
reorganization, liquidation of Company or upon the dissolution of, or
appointment of any intervenor or conservator of, or trustee or similar official
for, Company or any substantial part of Company’s assets, or otherwise, all as
though such payments had not been made.

     

    7.16        LIMITATION
ON DUTY OF SECURED PARTY WITH RESPECT TO THE COLLATERAL.  The
powers conferred on Secured Party hereunder are solely to protect its respective
interests in the Collateral and shall not impose any duty on Secured Party or
any of its designated agents to exercise any such powers.  Except for
the safe custody of any Collateral in its possession and the accounting for
monies actually received by it hereunder, Secured Party shall have no duty with
respect to any Collateral and no implied duties or obligations shall be read
into this Agreement against Secured Party.  Secured Party shall be
deemed to have exercised reasonable care in the custody and preservation of the
Collateral in its possession if the Collateral is accorded treatment that is
substantially equivalent to that which Secured Party accords its own property,
it being expressly agreed, to the maximum extent permitted by applicable law,
that Secured Party shall have no responsibility for (a) taking any necessary
steps to preserve rights against any parties with respect to any Collateral or
(b) taking any action to protect against any diminution in value of the
Collateral, but, in each case, Secured Party may do so and all expenses
reasonably incurred in connection therewith shall be part of the
Obligations.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

    Company:

     

                                                                      GREEN
IRONS HOLDINGS CORP.

    a Nevada
corporation

     

    By:       /s/ Philip
Mann______________________    

    Philip
Mann

    Its:        Chief
Financial Officer

     

    Secured
Party:

     

    _____________________________________

     

     

     

     

    By:  ___________________________

     

    Its:  ___________________________

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


     

     

     

     

    EXHIBIT
A

    DESCRIPTION
OF COLLATERAL

     

     

    All
assets of Green Irons Holdings Corp., a Nevada corporation referred to herein as
the “Company”, which are specified below:

     

               Equipment:  All
equipment means all goods, machinery, furniture, furnishings, fixtures, tools,
supplies, motor vehicles and all other property used or useful in the business
of the Company, now or hereafter owned or possessed or hereafter acquired by the
Company, and including specifically (without limitation) all accessions thereto,
all substitutions and replacements thereof, and all deposits made on any such
equipment;

     

    Deposit
Accounts and Other Cash: All deposits and deposit accounts with any bank,
savings and loan association, credit union or like organization, and all funds
and amounts therein, and whether or not held in trust, or in custody or
safekeeping, or otherwise restricted or designated for a particular purpose, and
all other cash or marketable securities on hand, whether held in-vault or
otherwise;

     

    Receivables:
Each and every right of the Company to the payment of money, whether such right
to payment now exists or hereafter arises, whether such right to payment arises
out of a sale, lease or other disposition of goods or other property, out of a
rendering of services, or of a loan, out of the overpayment of taxes or other
liabilities, or any other transaction or event, whether such right to payment is
created, generated or earned by the Company or by some other person who
subsequently transfers his, her or its interest to the Company, whether such
right to payment is or is not already earned by performance, and howsoever such
right to payment may be evidenced, together with all other rights and interests
(including all liens and other security interests) which the Company may at any
time have by law or agreement against any account debtor or other person
obligated to make such payment or against any property of such account debtor or
other persons including, but not limited to, all present and future accounts,
contract rights, chattel paper, bonds, notes and other debt instruments, and
rights to payment in the nature of general intangibles;

     

    General
Intangibles: All general intangibles of the Company whether now owned or
hereafter acquired, including (without limitation) all general intangibles (as
defined in the UCC); and

     

    Securities:
All securities, joint venture and other equity interests now owned or
hereafter acquired by the Company.

     

    The collateral shall
include (i) all substitutes and replacements for and proceeds of any and all of
the foregoing property, and in the case of all tangible collateral, all
accessions, accessories, attachments, parts, equipment and repairs now or
hereafter attached or affixed to or use in connection with any such goods and
(ii) all warehouse receipts, bills of lading and other documents of titles now
or hereafter covering such goods.

     

     10