Exhibit 10.109


    
      

    


    Exhibit
      10.109

     

    GENERAL
      SECURITY AGREEMENT 

     

    1.
      SECURITY INTEREST 

     

    (a)
      For
      value received, the undersigned (“Debtor”), hereby grants to ROYAL
      BANK OF CANADA
      (“RBC”),
      a
      security interest (the “Security Interest”) in the undertaking of Debtor and in
      all of Debtor’s present and after acquired personal property including, without
      limitation, in all Goods (including all parts, accessories, attachments, special
      tools, additions and accessions thereto), Chattel Paper, Documents of Title
      (whether negotiable or not), Instruments, Intangibles, Money and Securities
      now
      owned or hereafter owned or acquired by or on behalf of Debtor (including such
      as may be returned to or repossessed by Debtor) and in all proceeds and renewals
      thereof, accretions thereto and substitutions therefore (hereinafter
      collectively called “Collateral”), and including, without limitation, all of the
      following now owned or hereafter owned or acquired by or on behalf of Debtor:
      

     

    
      	
               

            	
              (i)

            	
              all
                inventory of whatever kind and wherever situate;
                

            


    

     

    
      	
               

            	
              (ii)

            	
              all
                equipment (other than Inventory) of whatever kind and wherever situate,
                including, without limitation, all machinery, tools, apparatus, plant,
                furniture, fixtures and vehicles of whatsoever nature or kind;
                

            


    

     

    
      	
               

            	
              (iii)

            	
              all
                Accounts and book debts and generally all debts, dues, claims, choices
                in
                action and demands of every nature and kind howsoever arising or
                secured
                including letters of credit and advices of credit, which are now
                due,
                owing or accruing or growing due to or owned by or which may hereafter
                become due, owing or accruing or growing due to or owned by Debtor
                (“Debts”); 

            


    

     

    
      	
               

            	
              (iv)

            	
              all
                lists, records and files relating to Debtor’s customers, clients and
                patients; 

            


    

     

    
      	
               

            	
              (v)

            	
              all
                deeds, documents, writings, papers, books of account and other books
                relating to or being records of Debts, Chattel Paper or Documents
                of Title
                or by which such are or may hereafter be secured, evidenced, acknowledged
                or made payable; 

            


    

     

    
      	
               

            	
              (vi)

            	
              all
                contractual rights and insurance claims;


            


    

     

    
      	
               

            	
              (vii)

            	
              all
                patents, industrial designs, trade-marks, trade secrets and know-how
                including without limitation environmental technology and biotechnology,
                confidential information, trade-names, goodwill, copyrights, personality
                rights, plant breeders’ rights, integrated circuit topographies, software
                and all other forms of intellectual and industrial property, and
                any
                registrations and applications for registration of any of the foregoing
                (collectively “Intellectual Property”); and


            


    

     

    
      	
               

            	
              (viii)

            	
              all
                property described in Schedule “C” or any schedule now or hereafter
                annexed hereto. 

            


    

     

    (b)
      The
      Security Interest granted hereby shall not extend or apply to and Collateral
      shall not include the last day of the term of any lease or agreement therefor
      but upon the enforcement of the Security Interest, Debtor shall stand possessed
      of such last day in trust to assign the same to any person acquiring such term.
      

     

    (c)
      The
      terms “Goods”, “Chattel Paper”, “Document of Title”, “Instrument”, “Intangible”,
“Security”, “proceed”, “Inventory”, “accession”, “Money”, “Account”, “financing
      statement” and “financing change statement” whenever used herein shall be
      interpreted pursuant to their respective meanings when used in The Personal
      Property Security Act of the province referred to in Clause 14(s), as amended
      from time to time, which Act, including amendments thereto and any Act
      substituted therefor and amendments thereto is herein referred to as the
“P.P.S.A.”. Provided always that the term “Goods” when used herein shall not
      include “consumer goods” of Debtor as that term is defined in the P.P.S.A., and
      the term “Inventory” when used herein shall include livestock and the young
      thereof after conception and crops that become such within one year of execution
      of this Security Agreement. Any reference herein to “Collateral” shall unless
      the context otherwise requires, be deemed a reference to “Collateral or any part
      thereof”. 

     

    2.
      INDEBTEDNESS SECURED 

     

    The
      Security Interest granted hereby secures payment and performance of any and
      all
      obligations, indebtedness and liability of Debtor to RBC (including interest
      thereon) present or future, direct or indirect, absolute or contingent, matured
      or not, extended or renewed, wheresoever and howsoever incurred and any ultimate
      unpaid balance thereof and whether the same is from time to time reduced and
      thereafter increased or entirely extinguished and thereafter incurred again
      and
      whether Debtor be bound alone or with another or others and whether as principal
      or surety (hereinafter collectively called the “Indebtedness”). If the Security
      Interest in the Collateral is not sufficient, in the event of default, to
      satisfy all Indebtedness of the Debtor, the Debtor acknowledges and agrees
      that
      Debtor shall continue to be liable for any Indebtedness remaining outstanding
      and RBC shall be entitled to pursue full payment thereof. 

     

    3.
      REPRESENTATIONS AND WARRANTIES OF DEBTOR 

     

    Debtor
      represents and warrants and as long as this Security Agreement remains in effect
      shall be deemed to continuously represent and warrant that: 

     

    (a)
      the
      Collateral is genuine and owned by Debtor free of all security interests,
      mortgages, liens, claims, charges, licenses, leases, infringements by third
      parties, encumbrances or other adverse claims or interests (hereinafter
      collectively called “Encumbrances”), save for the Security Interest and those
      Encumbrances shown on Schedule “A” or hereafter approved in writing by RBC,
      prior to their creation or assumption; 

     

    (b)
      all
      Intellectual Property applications and registrations are valid and in good
      standing and Debtor is the owner of the applications and registrations;


     

    (c)
      each
      Debt, Chattel Paper and Instrument constituting Collateral is enforceable in
      accordance with its terms against the party obligated to pay the same (the
      “Account Debtor”), and the amount represented by Debtor to RBC from time to time
      as owing by each Account Debtor or by all Account Debtors will be the correct
      amount actually and unconditionally owing by such Account Debtor or Account
      Debtors, except for normal cash discounts where applicable, and no Account
      Debtor will have any defence, set off, claim or counterclaim against Debtor
      which can be asserted against RBC, whether in any proceeding to enforce
      Collateral or otherwise; 

     

    (d)
      the
      locations specified in Schedule “B” as to business operations and records are
      accurate and complete and with respect to Goods (including Inventory)
      constituting Collateral, the locations specified in Schedule “B” are accurate
      and complete save for Goods in transit to such locations and inventory on lease
      or consignment; and all fixtures or Goods about to become fixtures and all
      crops
      and all oil, gas or other minerals to be extracted and all timber to be cut
      which forms part of the Collateral will be situate at one of such locations;
      and


     

    Page
      1 of
      9 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (e)
      the
      execution, delivery and performance of the obligations under this Security
      Agreement and the creation of any security interest in or assignment hereunder
      of Debtor’s rights in the Collateral to RBC will not result in a breach of any
      Agreement to which Debtor is a party. 

     

    4.
      COVENANTS OF THE DEBTOR 

     

    So
      long
      as this Security Agreement remains in effect Debtor covenants and agrees:


     

    (a)
      to
      defend the Collateral against the claims and demands of all other parties
      claiming the same or an interest therein; to diligently initiate and prosecute
      legal action against all infringers of Debtor’s rights in Intellectual Property;
      to take all reasonable action to keep the Collateral free from all Encumbrances,
      except for the Security Interest, licenses which are compulsory under federal
      or
      provincial legislation and those shown on Schedule “A” or hereafter approved in
      writing by RBC, prior to their creation or assumption, and not to sell,
      exchange, transfer, assign, lease, license or otherwise dispose of Collateral
      or
      any interest therein without the prior written consent of RBC; provided always
      that, until default, Debtor may, in the ordinary course of Debtor’s business,
      sell or lease Inventory and, subject to Clause 7 hereof, use Money available
      to
      Debtor; 

     

    (b)
      to
      notify RBC promptly of : 

     

    
      	
               

            	
              (i)

            	
              any
                change in the information contained herein or in the Schedules hereto
                relating to Debtor, Debtor’s business or Collateral,
                

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                details of any significant acquisition of Collateral,
                

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                details of any claims or litigation affecting Debtor or Collateral,
                

            


    

     

    
      	
               

            	
              (iv)

            	
              any
                loss or damage to Collateral, 

            


    

     

    
      	
               

            	
              (v)

            	
              any
                default by any Account Debtor in payment or other performance of
                its
                obligations with respect to Collateral, and


            


    

     

    
      	
               

            	
              (vi)

            	
              the
                return to or repossession by Debtor of Collateral;
                

            


    

     

    (c)
      to
      keep Collateral in good order, condition and repair and not to use Collateral
      in
      violation of the provisions of this Security Agreement or any other agreement
      relating to Collateral or any policy insuring Collateral or any applicable
      statute, law, by-law, rule, regulation or ordinance; to keep all agreements,
      registrations and applications relating to Intellectual Property and
      intellectual property used by Debtor in its business in good standing and to
      renew all agreements and registrations as may be necessary or desirable to
      protect Intellectual Property, unless otherwise agreed in writing by RBC; to
      apply to register all existing and future copyrights, trade-marks, patents,
      integrated circuit topographies and industrial designs whenever it is
      commercially reasonable to do so; 

     

    (d)
      to
      do, execute, acknowledge and deliver such financing statements, financing change
      statements and further assignments, transfers, documents, acts, matters and
      things (including further schedules hereto) as may be reasonably requested
      by
      RBC of or with respect to Collateral in order to give effect to these presents
      and to pay all costs for searches and filings in connection therewith;


     

    (e)
      to
      pay all taxes, rates, levies, assessments and other charges of every nature
      which may be lawfully levied, accessed or imposed against or in respect of
      Debtor or Collateral as and when the same become due and payable; 

     

    (f)
      to
      insure collateral in such amounts and against such risks as would customarily
      be
      insured by a prudent owner of similar Collateral and in such additional amounts
      and against such additional risks at RBC, may from time to time direct, with
      loss payable to RBC and Debtor, as insureds, as their respective interests
      may
      appear, and to pay all premiums therefor and deliver copies of policies and
      evidence of renewal to RBC on request; 

     

    (g)
      to
      prevent Collateral, save Inventory sold or leased as permitted hereby, from
      being or becoming an accession to other property not covered by this Security
      Agreement; 

     

    (h)
      to
      carry on and conduct the business of Debtor in a proper and efficient manner
      and
      so as to protect and preserve Collateral and to keep, in accordance with
      generally accepted accounting principles, consistently applied, proper books
      of
      account for Debtor’s business as well as accurate and complete records
      concerning Collateral, and mark any and all such records and Collateral at
      RBC’s
      request so as to indicate the Security Interest; 

     

    (i)
      to
      deliver to RBC from time to time promptly upon request: 

     

    
      	
               

            	
              (i)

            	
              any
                Documents of Title, Instruments, Securities and Chattel Paper
                constituting, representing or relating to Collateral,
                

            


    

     

    
      	
               

            	
              (ii)

            	
              all
                books of account and all records, ledgers, reports, correspondence,
                schedules, documents, statements, lists and other writings relating
                to
                Collateral for the purpose of inspecting, auditing or copying the
                same,
                

            


    

     

    
      	
               

            	
              (iii)

            	
              all
                financial statements prepared by or for Debtor regarding Debtor’s
                business, 

            


    

     

    
      	
               

            	
              (iv)

            	
              all
                policies and certificates of insurance relating to Collateral, and
                

            


    

     

    
      	
               

            	
              (v)

            	
              such
                information concerning Collateral, the Debtor and Debtor’s business and
                affairs as RBC may reasonably request.


            


    

     

    5.
      USE AND VERIFICATION OF COLLATERAL 

     

    Subject
      to compliance with Debtor’s covenants contained herein and Clause 7 hereof,
      Debtor may, until default, possess, operate, collect, use and enjoy and deal
      with Collateral in the ordinary course of Debtor’s business in any 

     

    Page
      2 of
      9 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    manner
      not inconsistent with the provisions hereof; provided always that RBC shall
      have
      the right or any time and from time to time to verify the existence and state
      of
      the Collateral in any manner RBC may consider appropriate and Debtor agrees
      to
      furnish all assistance and information and to perform all such acts as RBC
      may
      reasonably request in connection therewith and for such purpose to grant to
      RBC
      or its agents access to all places where Collateral may be located and to all
      premises occupied by Debtor. 

     

    6.
      SECURITIES 

     

    If
      Collateral at any time includes Securities, Debtor authorizes RBC to transfer
      the same or any part thereof into its own name or that of its nominee(s) so
      that
      RBC or its nominee(s) may appear of record as the sole owner thereof; provided
      that, until default, RBC shall deliver promptly to Debtor all notices or other
      communications received by it or its nominee(s) as such registered owner and,
      upon demand and receipt of payment of any necessary expenses thereof, shall
      issue to Debtor or its order a proxy to vote and take all action with respect
      to
      such Securities. After default, Debtor waives all rights to receive any notices
      or communications received by RBC or its nominee(s) as such registered owner
      and
      agrees that no proxy issued by RBC to Debtor or its order as aforesaid shall
      thereafter be effective. 

     

    7.
      COLLECTION OF DEBTS 

     

    Before
      or
      after default under this Security Agreement, RBC may notify all or any Account
      Debtors of the Security Interest and may also direct such Account Debtors to
      make all payments on Collateral to RBC. Debtor acknowledges that any payments
      on
      or other proceeds of Collateral received by Debtor from Account Debtors, whether
      before or after notification of this Security Interest to Account Debtors and
      whether before or after default under this Security Agreement, shall be received
      and held by Debtor in trust for RBC and shall be turned over to RBC upon
      request. 

     

    8.
      INCOME FROM AND INTEREST ON COLLATERAL 

     

    (a)
      Until
      default, Debtor reserves the right to receive any Money constituting income
      from
      or interest on Collateral and if RBC receives any such Money prior to default,
      RBC shall either credit the same against the Indebtedness or pay the same
      promptly to Debtor. 

     

    (b)
      After
      default, Debtor will not request or receive any Money constituting income from
      or interest on Collateral and if Debtor receives any such Money without any
      request by it, Debtor will pay the same promptly to RBC. 

     

    9.
      INCREASES, PROFITS, PAYMENTS OR DISTRIBUTIONS 

     

    (a)
      Whether or not default has occurred, Debtor authorizes RBC: 

     

    
      	
               

            	
              (i)

            	
              to
                receive any increase in or profits on Collateral (other than Money)
                and to
                held the some as part of Collateral. Money so received shall be treated
                as
                income for the purposes of Clause B hereof and dealt with accordingly;
                

            


    

     

    
      	
               

            	
              (ii)

            	
              to
                receive any payment or distribution upon redemption or retirement
                or upon
                dissolution and liquidation of the issuer of Collateral; to surrender
                such
                Collateral in exchange therefor and to hold any such payment or
                distribution as part of Collateral.


            


    

     

    (b)
      If
      Debtor receives any such increase or profits (other than Money) or payments
      or
      distributions, Debtor will deliver the same promptly to RBC to be held by RBC
      as
      herein provided. 

     

    10.
      DISPOSITION OF MONEY 

     

    Subject
      to any applicable requirements of the P.P.S.A., all Money collected or received
      by RBC pursuant to or in exercise of any right it possesses with respect to
      Collateral shall be applied on account of Indebtedness in such manner as RBC
      deems best or, at the option of RBC, may be held unappropriated in a collateral
      account or released to Debtor, all without prejudice to the liability of Debtor
      or the rights of RBC hereunder, and any surplus shall be accounted for as
      required by law. 

     

    11.
      EVENTS OF DEFAULT 

     

    The
      happening of any of the following events or conditions shall constitute default
      hereunder which is herein referred to as “default”: 

     

    (a)
      the
      nonpayment when due, whether by acceleration or otherwise, of any principal
      or
      interest forming part of Indebtedness or the failure of Debtor to observe or
      perform any obligation, covenant, term, provision or condition contained in
      this
      Security Agreement or any other agreement between Debtor and RBC; 

     

    (b)
      the
      death of or a declaration of incompetency by a court of competent jurisdiction
      with respect to Debtor, if an individual; 

     

    (c)
      the
      bankruptcy or insolvency of Debtor; the filing against Debtor of a position
      in
      bankruptcy; the making of an assignment for the benefit of creditors by Debtor;
      the appointment of a receiver or trustee for Debtor or for any assets of Debtor
      or the institution by or against Debtor of any other type of insolvency
      proceeding under the Bankruptcy and Insolvency Act or otherwise; 

     

    (d)
      the
      institution by or against Debtor of any formal or informal proceeding for the
      dissolution or liquidation of, settlement of claims against or winding up of
      affairs of Debtor; 

     

    (e)
      if
      any Encumbrance affecting Collateral becomes enforceable against Collateral;
      

     

    (f)
      if
      Debtor ceases or threatens to cease to carry on business or makes or agrees
      to
      make a bulk sale of assets without complying with applicable law or commits
      or
      threatens to commit an act of bankruptcy; 

     

    (g)
      if
      any execution, sequestration, extent or other process of any court becomes
      unforceable against Debtor or if distress or analogous process is levied upon
      the assets of Debtor or any part thereof; 

     

    (h)
      if
      any certificate, statement, representation, warranty or audit report heretofore
      or hereafter furnished by or on behalf of Debtor pursuant to or in connection
      with this Security Agreement, or otherwise (including, without limitation,
      the
      representations and warranties contained herein) or as an inducement to RBC
      to
      extend any credit to or to enter into this or any other agreement with Debtor,
      proves to have been false in any material respect at the time as of which the
      facts therein set forth were stated or certified, or proves to have omitted
      any
      substantial contingent or unliquidated liability or claim against Debtor; or
      if
      upon the date of execution of this Security Agreement, there shall have been
      any
      material adverse change in any of the facts disclosed by any such certificate,
      representation, statement, warranty or audit report, which change shall not
      have
      been disclosed to RBC at or prior to the time of such execution. 

     

    Page
      3 of
      9 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    12.
      ACCELERATION 

     

    RBC,
      in
      its sole discretion, may declare all or any part of Indebtedness which is not
      by
      its terms payable on demand to be immediately due and payable, without demand
      or
      notice of any kind, in the event of default, or if RBC considers itself insecure
      or that the Collateral is in jeopardy. The provisions of this clause are not
      intended in any way to affect any rights of RBC with respect to any Indebtedness
      which may now or hereafter be payable on demand. 

     

    13.
      REMEDIES 

     

    (a)
      Upon
      default, RBC may appoint or reappoint by instrument in writing, any person
      or
      persons whether an officer or officers or an employee or employees of RBC or
      not, to be a receiver or receivers (hereinafter called a “Receiver”, which term
      when used herein shall include a receiver and manager) of Collateral (including
      any interest, income or profits therefrom) and may remove any Receiver so
      appointed and appoint another in his/ her stead. Any such Receiver shall, so
      far
      as concerns responsibility for his/her acts, be deemed the agent of Debtor
      and
      not RBC, and RBC shall not be in any way responsible for any misconduct,
      negligence or non-feasance on the part of any such Receiver, his/her servants,
      agents or employees. Subject to the provisions of the instrument appointing
      him/her, any such Receiver shall have power to take possession of Collateral,
      to
      preserve Collateral or its value, to carry on or concur in carrying on all
      or
      any part of the business of Debtor and to sell, lease, license or otherwise
      dispose of or concur in selling, leasing, licensing or otherwise disposing
      of
      Collateral. To facilitate the foregoing powers, any such Receiver may, to the
      exclusion of all others, including Debtor, enter upon, use and occupy all
      premises owned or occupied by Debtor wherein Collateral may be situate, maintain
      Collateral upon such premises, borrow money on a secured or unsecured basis
      and
      use Collateral directly in carrying on Debtor’s business or as security for
      loans or advance to enable the Receiver to carry on Debtor’s business or
      otherwise, as such Receiver shall, in its discretion, determine. Except as
      may
      be otherwise directed by RBC, all Money received from time to time by such
      Receiver in carrying out his/her appointment shall be received in trust for
      and
      paid over to RBC. Every such Receiver may, in the discretion of RBC, be vested
      with all or any of the rights and powers of RBC. 

     

    (b)
      Upon
      default, RBC may, either directly or through its agents or nominees, exercise
      any or all of the powers and rights given to a Receiver by virtue of the
      foregoing sub-clause (a). 

     

    (c)
      RBC
      may take possession of, collect, demand, due on, enforce, recover and receive
      Collateral and give valid and binding receipts and discharges therefor and
      in
      respect thereof and, upon default, RBC may sell, license, lease or otherwise
      dispose of Collateral in such manner, at such time or times and place or places,
      for such consideration and upon such terms and conditions as to RBC may seem
      reasonable. 

     

    (d)
      In
      addition to those rights granted herein and in any other agreement now or
      hereafter in effect between Debtor and RBC and in addition to any other rights
      RBC may have at law or in equity, RBC shall have, both before and after default,
      all rights and remedies of a secured party under the P.P.S.A. Provided always,
      that RBC shall not be liable or accountable for any failure to exercise its
      remedies, take possession of, collect, enforce, realize, sell, lease, license
      or
      otherwise dispose of Collateral or to institute any proceedings for such
      purposes. Furthermore, RBC shall have no obligation to take any steps to
      preserve rights against prior parties to any Instrument or Chattel Paper whether
      Collateral or proceeds and whether or not in RBC’s possession and shall not be
      liable or accountable for failure to do so. 

     

    (e)
      Debtor acknowledges that RBC or any Receiver appointed by it may take possession
      of Collateral wherever it may be located and by any method permitted by law
      and
      Debtor agrees upon request from RBC or any such Receiver to assemble and deliver
      possession of Collateral at such place or places as directed. 

     

    (f)
      Debtor agrees to be liable for and to pay all costs, charges and expenses
      reasonably incurred by RBC or any Receiver appointed by it, whether directly
      or
      for services rendered (including reasonable solicitors and auditors costs and
      other legal expenses and Receiver remuneration), in operating Debtor’s accounts,
      in preparing or enforcing this Security Agreement, taking and maintaining
      custody of, preserving, repairing, processing, preparing for disposition and
      disposing of Collateral and in enforcing or collecting Indebtedness and all
      such
      costs, charges and expenses, together with any amounts owing as a result of
      any
      borrowing by RBC or any Receiver appointed by it, as permitted hereby, shall
      be
      a first charge on the proceeds of realization, collection or disposition of
      Collateral and shall be secured hereby. 

     

    (g)
      RBC
      will give Debtor such notice, if any, of the date, time and place of any public
      sale or of the date after which any private disposition of Collateral is to
      be
      made as may be required by the P.P.S.A. 

     

    (h)
      Upon
      default and receiving written demand from RBC, Debtor shall take such further
      action as may be necessary to evidence and effect an assignment or licensing
      of
      Intellectual Property to whomever RBC directs, including to RBC. Debtor appoints
      any officer or director or branch manager of RBC upon default to be its attorney
      in accordance with applicable legislation with full power of substitution and
      to
      do on Debtor’s behalf anything that is required to assign, license or transfer,
      and to record any assignment, license or transfer of the Collateral. This power
      of attorney, which is coupled with an interest, is irrevocable until the release
      or discharge of the Security Interest. 

     

    14.
      MISCELLANEOUS 

     

    (a)
      Debtor hereby authorizes RBC to file such financing statements, financing change
      statements and other documents and do such acts, matters and things (including
      completing and adding schedules hereto identifying Collateral or any permitted
      Encumbrances affecting Collateral or identifying the locations at which Debtor’s
      business is carried on and Collateral and records relating thereto are situate)
      as RBC may deem appropriate to perfect on an ongoing basis and continue the
      Security Interest, to protect and preserve Collateral and to realize upon the
      Security Interest and Debtor hereby irrevocable constitutes and appoints the
      Manager or Acting Manager from time to time of the herein mentioned branch
      of
      RBC the true and lawful attorney of Debtor, with full power of substitution,
      to
      do any of the foregoing in the name of Debtor whenever and wherever it may
      be
      deemed necessary or expedient. 

     

    (b)
      Without limiting any other right of RBC, whenever Indebtedness is immediately
      due and payable or RBC has the right to declare Indebtedness to be immediately
      due and payable (whether or not it has so declared), RBC may, in its sole
      discretion, set off against Indebtedness any and all amounts then owed to Debtor
      by RBC in any capacity, whether or not due, and RBC shall be deemed to have
      exercised such right to set off immediately at the time of making its decision
      to do so even though any charge therefor is made or entered on RBC’s records
      subsequent thereto. 

     

    (c)
      Upon
      Debtor’s failure to perform any of its duties hereunder, RBC may, but shall not
      be obligated to, perform any or all of such duties, and Debtor shall pay to
      RBC,
      forthwith upon written demand therefor, an amount equal to the expense incurred
      by RBC in so doing plus interest thereon from the date such expense is incurred
      until it is paid at the rate of 15% per annum. 

     

    (d)
      RBC
      may grant extensions of time and other indulgences, take and give up security,
      accept compositions, compound, compromise, settle, grant releases and discharges
      and otherwise deal with Debtor, debtors of Debtor, sureties and others and
      with
      Collateral and other security as RBC may see fit without prejudice to the
      liability of Debtor or RBC’s right to hold and realize the Security Interest.
      Furthermore, RBC may demand, collect and sue on Collateral in either Debtor’s or
      RBC’s name, at RBC’s option, and may endorse Debtor’s name on any and all
      cheques, commercial paper, and any other Instruments pertaining to or
      constituting Collateral. 

     

    Page
      4 of
      9 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (e)
      No
      delay or omission by RBC in exercising any right or remedy hereunder or with
      respect to any Indebtedness shall operate as a waiver thereof or of any other
      right or remedy, and no single or partial exercise thereof shall preclude any
      other or further exercise thereof or the exercise of any other right or remedy.
      Furthermore, RBC may remedy any default by Debtor hereunder or with respect
      to
      any Indebtedness in any reasonable manner without waiving the default remedied
      and without waiving any other prior or subsequent default by Debtor. All rights
      and remedies of RBC granted or recognized herein are cumulative and may be
      exercised at any time and from time to time independently or in combination.
      

     

    (f)
      Debtor waives protest of any instrument constituting Collateral at any time
      held
      by RBC on which Debtor is in any way liable and, subject to Clause 13(g) hereof,
      notice of any other action taken by RBC. 

     

    (g)
      This
      Security Agreement shall enure to the benefit of and be binding upon the parties
      hereto and their respective heirs, executors, administrators, successors and
      assigns. In any action brought by an assignee of this Security Agreement and
      the
      Security Interest or any part thereof in enforce any rights hereunder, Debtor
      shall not assert against the assignee any claim or defence which Debtor now
      has
      or hereafter may have against RBC. If more than one Debtor executes this
      Security Agreement the obligations of such Debtors hereunder shall be joint
      and
      several. 

     

    (h)
      RBC
      may provide any financial and other information it has about Debtor, the
      Security Interest and the Collateral to any one acquiring or who may acquire
      on
      interest in the Security Interest or the Collateral from the Bank or any one
      acting on behalf of the Bank. 

     

    (i)
      Save
      for any schedules which may be added hereto pursuant to the provisions hereof,
      no modification, variation or amendment of any provision of this Security
      Agreement shall be made except by a written agreement, executed by the parties
      hereto and no waiver of any provision hereof shall be effective unless in
      writing. 

     

    (j)
      Subject to the requirements of Clauses 13(g) and 14(k) hereof, whenever either
      party hereto is required or entitled to notify or direct the other or to make
      a
      demand or request upon the other, such notice, direction, demand or request
      shall be in writing and shall be sufficiently given, in the case of RBC, if
      delivered to it or sent by prepaid registered mail addressed to it at its
      address herein set forth or as changed pursuant hereto, and, in the case of
      Debtor, if delivered to it or if sent by prepaid registered mail addressed
      to it
      at its last address known to RBC. Either party may notify the other pursuant
      hereto of any change in such party’s principal address to be used for the
      purposes hereof. 

     

    (k)
      This
      Security Agreement and the security afforded hereby is in addition to and not
      in
      substitution for any other security now or hereafter held by RBC and is intended
      to be a continuing Security Agreement and shall remain in full force and effect
      until the Manager or Acting Manager from time to time of the herein mentioned
      branch of RBC shall actually receive written notice of its discontinuence;
      and,
      notwithstanding such notice, shall remain in full force and effect thereafter
      until all Indebtedness contracted for or created before the receipt of such
      notice, shall remain in full force and effect thereafter until all indebtedness
      contracted for or created before the receipt of such notice by RBC, and any
      extensions or renewals thereof (whether made before or after receipt of such
      notice) together with interest accruing thereon after such notice, shall be
      paid
      in full. 

     

    (l)
      The
      headings used in this Security Agreement are for convenience only and are not
      be
      considered a part of this Security Agreement and do not in any way limit or
      amplify the terms and provisions of this Security Agreement. 

     

    (m)
      When
      the context so requires, the singular number shall be read as if the plural
      were
      expressed and the provisions hereof shall be read with all grammatical changes
      necessary dependent upon the person referred in being a male, female, firm
      or
      corporation. 

     

    (n)
      In
      the event any provisions of this Security Agreement, as amended from time to
      time, shall be deemed invalid or void, in whole or in part, by any Court of
      competent jurisdiction, the remaining terms and provisions of this Security
      Agreement shall remain in full force and effect. 

     

    (o)
      Nothing herein contained shall in any way obligate RBC to grant, continue,
      renew, extend time for payment of or accept anything which constitutes or would
      constitute Indebtedness. 

     

    (p)
      The
      Security Interest created hereby is intended to attach when this Security
      Agreement is signed by Debtor and delivered to RBC. 

     

            (q)
      Debtor acknowledges and agrees that in the event it amalgamates with any other
      company or companies it is the intention of the parties hereto that the term
      “Debtor” when used herein shall apply to each of the amalgamating companies and
      to the amalgamated company, such that the Security Interest granted hereby
      

     

    (i)
      shall
      extend to “Collateral” (as that term is herein defined) owned by each of the
      amalgamating companies and the amalgamated company at the time of amalgamation
      and to any “Collateral” thereafter owned of acquired by the amalgamated company,
      and 

     

    (ii)
      shall secure the “Indebtedness” (as that term is herein defined) of each of the
      amalgamating companies and the amalgamated company to RBC at the time of
      amalgamation and any “Indebtedness” of the amalgamated company to RBC thereafter
      arising. The Security Interest shall attach to “Collateral” owned by each
      company amalgamating with Debtor, and by the amalgamated company, at the time
      of
      the amalgamation, and shall attach to any “Collateral” thereafter owned or
      acquired by the amalgamated company when such becomes owned or is acquired.
      

     

    (r)
      In
      the event that Debtor is a body corporate, it is hereby agreed that The
      Limitation of Civil Rights Act of the Province of Saskatchewan, or any provision
      thereof, shall have no application to this Security Agreement or any agreement
      or instrument renewing or extending or collateral to this Security Agreement.
      In
      the event that Debtor is an agricultural corporation within the meaning of
      The
      Saskatchewan Form Security Act. Debtor agrees with RBC that all of Part IV
      (other than Section 46) of that Act shall not apply to Debtor.


     

    (s)
      This
      Security Agreement and the transactions evidenced hereby shall be governed
      by
      and construed in accordance with the laws of the province in which the herein
      mentioned branch of RBC is located, as those laws may from time to time be
      in
      affect, including where applicable, the P.P.S.A. 

     

    15.
      COPY OF AGREEMENT 

     

    (a)
      Debtor hereby acknowledges receipt of a copy of this Security Agreement.


     

    (b)
      Debtor waives Debtor’s right to receive a copy of any financing statement or
      financing change statement registered by RBC or of any verification statement
      with respect to any financing statement or financing change statement registered
      by RBC. (Applies in all P.P.S.A. Provinces except Ontario). 

     

    Page
      5 of
      9 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    16.
      Debtor represents and warrants that the following information is accurate:
      

     

    INDIVIDUAL
      DEBTOR 

     

    
      	 	 	 	 	 	 	 	 	 
	
              SURNAME
                (LAST NAME)

            	
                

            	
              FIRST
                NAME

            	
                

            	
              SECOND
                NAME

            	
                

            	
              BIRTH
                DATE

              YEAR
                MONTH DAY

            
	 	 	 	 
	
              ADDRESS
                OF INDIVIDUAL DEBTOR

            	
                

            	
              CITY

            	
                

            	
              PROVINCE

            	
                

            	
              POSTAL
                CODE

            
	 	 	 	 
	
              SURNAME
                (LAST NAME)

            	
                

            	
              FIRST
                NAME

            	
                

            	
              SECOND
                NAME

            	
                

            	
              BIRTH
                DATE

              YEAR
                MONTH DAY

            
	 	 	 	 	 
	
              ADDRESS
                OF INDIVIDUAL DEBTOR (IF DIFFERENT FROM ABOVE)

            	
                

            	
              CITY

            	
                

            	 	
                

            	
              PROVINCE

            	
                

            	
              POSTAL
                CODE

            
	 	 	 	 	 
	
              BUSINESS
                DEBTOR

            	
                

            	 	
                

            	 	
                

            	 	
                

            	 


    

    


    
      	 	 	 	 	 	 	 
	 	 	 	 
	
              NAME
                OF BUSINESS DEBTOR

              VERICHIP
                HOLDINGS INC.

            	
                

            	 	
                

            	 	
                

            	 
	 	 	 	 
	
              ADDRESS
                OF BUSINESS DEBTOR

              SUITE
                100

              13551
                COMMERCE PARKWAY

            	
                

            	
              CITY

              RICHMOND

            	
                

            	
              PROVINCE

              BC

            	
                

            	
              POSTAL
                CODE

              V6V
                2LI

            


    

     

    TRADE
      NAME (IF APPLICABLE) 

     

    
      	 	 	 	 	 	 	 
	
              TRADE
                NAME OF DEBTOR

            	
                

            	 	
                

            	 	
                

            	 
	 	 	 	 
	
              PRINCIPAL,
                ADDRESS (IF DIFFERENT FROM ABOVE)

            	
                

            	
              CITY

            	
                

            	
              PROVINCE

            	
                

            	
              POSTAL
                CODE

            


    

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF Debtor has executed this Security Agreement this 27 day of
      March, 2006. 

     

    VERCHIP
      HOLDINGS INC. 

     

    
      	 	 	 	 	 
	
              

            	
               

            	
              

            	
               

            	
              Seal

            
	
              Colleen
                Powell

            	
               

            	
              Nurez
                Khimji

            	
               

            	 
	 	 	 
	
              WITNESS

            	
               

            	 	
               

            	 
	 	 	 
	
              

            	
               

            	
              

            	
               

            	
              Seal

            
	 	 	 
	
              Colleen
                Powell

            	
               

            	
              Keevin
                Vanloo

            	
               

            	 
	 	 	 
	
              WITNESS

            	
               

            	 	
               

            	 
	 	 	 
	
              BRANCH
                ADDRESS

            	
               

            	 	
               

            	 
	 	 	 
	
              1025
                W GEORGIA ST 3RD FLR

            	
               

            	 	
               

            	 
	
              VANCOUVER
                BC

            	
               

            	 	
               

            	 
	
              V6E
                3N9

            	
               

            	 	
               

            	 


    

     

    Page
      6 of
      9 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      “A” 

     

    (ENCUMBRANCES
      AFFECTING COLLATERAL) 

     

    Page
      7 of
      9 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      “B” 

     

    
      	
              1.

            	
              Locations
                of Debtor’s Business Operations 

            


    

     

    SUITE
      100- 13551 COMMERCE PARKWAY, RICHMOND, BC 

     

    
      	
              2.

            	
              Locations
                of Records relating to Collateral (if different from 1. above)
                

            


    

     

    
      	
              3.

            	
              Locations
                of Collateral (if different from 1. above)


            


    

     

    Page
      8 of
      9 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      “C” 

    (DESCRIPTION
      OF PROPERTY) 

     

    Page
      9 of
      9