ex10-3.htm


    Exhibit
      10.3


     

    SECURITY
      AGREEMENT

     

    THIS
      SECURITY AGREEMENT (the
“Agreement”), is
      entered into and made
      effective as of January 3, 2008, by and between IR BIOSCIENCES HOLDINGS,
      INC.,
a Delaware corporation with its principal place of business located
      at
      8767 E. Via De Ventura, Suite 190, Scottsdale, AZ 85258 (the “Company”), and the
      undersigned subsidiaries of the Company (each a “Guarantor,” and
      collectively together with the Company, the “Grantors”), in favor
      YA GLOBAL INVESTMENTS,
      L.P. (the “Secured
      Party”).

     

    WHEREAS,
in
      connection with
      the Securities Purchase Agreement by and among the Company and the Secured
      Party
      of even date herewith (the “Securities
      Purchase
      Agreement”), the Company has agreed, upon the terms and subject to the
      conditions of the Securities Purchase Agreement, to issue to the Secured Party
      (i) an aggregate original principal amount of up to $3,000,000 of senior secured
      convertible debentures (the “Convertible
      Debentures”), which shall be convertible into shares of the Company’s
      Common Stock (the “Conversion Shares”);
      and (ii) warrants (the “Warrants”) to be
      exercisable to acquire additional shares of Common Stock (the “Warrants Shares”)
      initially in that number of shares of Common Stock set forth in the Securities
      Purchase Agreement;

     

    WHEREAS,
      each of the
      Guarantors (other than the Company) has executed and delivered a Guaranty dated
      the date hereof (the “Guaranty”) in favor
      of the Secured Party, with respect to the Company’s obligations under the
      Securities Purchase Agreement, the Convertible Debentures, and the Transaction
      Documents (as defined below); and

     

    WHEREAS,
      each of the
      Guarantors shall receive a direct benefit from the Secured Party entering into
      the Securities Purchase Agreement, the Convertible Debentures, and the
      Transaction; and

     

    WHEREAS,
it
      is a condition
      precedent to the Secured Party purchasing the Convertible Debentures and
      Warrants pursuant to the Securities Purchase Agreement that the Grantors shall
      have executed and delivered to the Secured Party this Agreement providing for
      the grant to the Secured Party of a security interest in all personal property
      of each Grantor to secure all of the Company's obligations under the
“Transaction Documents” (as defined in the Securities Purchase Agreement) (the
“Transaction
      Documents”) and the Guarantors’ obligations under the
      Guaranty;

     

    NOW,
      THEREFORE, in
      consideration of the promises and the mutual covenants herein contained, and
      for
      other good and valuable consideration, the adequacy and receipt of which are
      hereby acknowledged, the parties hereto hereby agree as follows:

     

    ARTICLE
      1.

     

    DEFINITIONS
      AND
      INTERPRETATIONS

     

    Section
      1.1.                                
Recitals.  The
      above recitals are true and correct and are incorporated herein, in their
      entirety, by this reference.

     

    Section
      1.2.                                
Interpretations.
      Nothing herein expressed or implied is intended or shall be construed to confer
      upon any person other than the Secured Party any right, remedy or claim under
      or
      by reason hereof.

     

    Section
      1.3.                                
Definitions.    Reference
      is hereby made to the Securities Purchase Agreement and the Convertible
      Debentures for a statement of the terms thereof. All capitalized terms used
      in
      this Agreement and the recitals hereto and not defined herein shall have the
      meanings set forth in the Securities Purchase Agreement, the Convertible
      Debentures, or in Articles 8 or 9 of the Uniform Commercial Code as in effect
      from time to time in the State of New Jersey (the "Code").

     

    Section
      1.4.                                
Other
      Definitions.  As used in this Agreement, the following terms
      shall have the respective meanings indicated below, such meanings to be
      applicable equally to both the singular and plural forms of such
      terms:

     

    “Event
      of Default”
shall be deemed to have occurred under this Agreement upon an Event
      of Default
      under and as defined in the Convertible Debentures.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      2.

     

    PLEDGED
      PROPERTY

     

    
      	
              Section
                2.1.

            	
              Grant
                of Security
                Interest. 

            


    

     

    (a)           
      As collateral security for all of the Obligations (as defined in Section 2.2 hereof),
      each Grantor hereby pledges and assigns to the Secured Party, and grants to
      the
      Secured Party for its benefit, a continuing security interest in and to all
      personal property of each Grantor, wherever located and whether now or
      hereinafter existing and whether now owned or hereafter acquired, of every
      kind
      and description, tangible or intangible, including without limitation, all
      Goods, Inventory, Equipment, Fixtures, Instruments (including promissory notes),
      Documents, Accounts (including health-care-insurance receivables, and license
      fees), Contracts, Contract Rights, Chattel Paper (whether tangible or
      electronic), Deposit Accounts (and in and to any deposits or other sums at
      any
      time credited to each such Deposit Account), Money, Letters of Credit and
      Letter-of-Credit Rights (whether or not the letter of credit is evidenced by
      a
      writing), Commercial Tort Claims, Securities and all other Investment Property,
      General Intangibles (including payment intangibles and software), Farm Products,
      all books and records relating to any of the foregoing, and all supporting
      obligations, and any and all proceeds and products of any thereof, including
      proceeds of insurance covering any or all of the foregoing, wherever located,
      whether now owned, or now due, in which a Grantor has an interest or the power
      to transfer rights, or hereafter acquired, arising, or to become due, or in
      which a Grantor obtains an interest, or the power to transfer rights, and as
      more particularly described on Exhibit A attached
      hereto (collectively, the “Pledged
      Property”).

     

    (b)           
      Simultaneously with the execution and delivery of this Agreement, each Grantor
      shall make, execute, acknowledge, file, record and deliver to the Secured Party
      such documents, instruments, and agreements, including, without limitation,
      financing statements, certificates, affidavits and forms as may, in the Secured
      Party’s reasonable judgment, be necessary to effectuate, complete or perfect, or
      to continue and preserve, the security interest of the Secured Party in the
      Pledged Property.

     

    Section
      2.2                             
Security for
      Obligations.  The security interest created hereby in the
      Pledged Property constitutes continuing collateral security for all of the
      following obligations, whether now existing or hereinafter incurred
      (collectively, the “Obligations”):

     

    (a)  (i)
      the payment by the Company, as and when due and payable (by scheduled maturity,
      acceleration, demand or otherwise), of all amounts from time to time owing
      by it
      in respect of the Convertible Debentures, the other Transaction Documents,
      or
      any other amounts owing by it to the Secured Party, whether or not now in
      existence or hereinafter incurred, or (ii) in the case of any Guarantor, the
      payment by such Guarantor, as and when due and payable of all “Guaranteed
      Obligations” under (and as defined in) the Guaranty; and

     

    (b)  the
      due performance and observance by the each Grantor of all of its other
      obligations from time to time existing in respect of any of the Transaction
      Documents, including without limitation, with respect to any conversion or
      redemption rights of the Secured Party under the Convertible
      Debentures.

     

    ARTICLE
      3.

     

    ATTORNEY-IN-FACT;
      PERFORMANCE

     

    
      	
              Section
                3.1.

            	
              Secured
                Party
                Appointed Attorney-In-Fact. 

            


    

     

    The
      Grantors hereby appoint the Secured Party as its attorney-in-fact, with full
      authority in the place and stead of the Grantor and in the name of the Grantor
      or otherwise, exercisable after and during the continuance of an Event of
      Default, from time to time in the Secured Party’s discretion to take any action
      and to execute any instrument which the Secured Party may reasonably deem
      necessary to accomplish the purposes of this Agreement, including, without
      limitation, to (a) receive and collect all instruments made payable to the
      Grantor representing any payments in respect of the Pledged Property or any
      part
      thereof and to give full discharge for the same; (b) demand, collect, receipt
      for, settle, compromise, adjust, sue for, foreclose, or realize on the Pledged
      Property as and when the Secured Party may determine, and (c) to facilitate
      collection, the Secured Party may notify account debtors and obligors on any
      Pledged Property to make payments directly to the Secured Party.  The
      foregoing power of attorney is a power coupled with an interest and shall be
      irrevocable until all Obligations are paid and performed in full.  The
      Grantors agree that the powers conferred on the Secured Party hereunder are
      solely to protect the Secured Party’s interests in the Pledged Property and
      shall not impose any duty upon the Secured Party to exercise any such
      powers.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                3.2.

            	
              Secured
                Party May
                Perform. 

            


    

     

    If
      a
      Grantor fails to perform any agreement contained herein, the Secured Party,
      at
      its option, may itself perform, or cause performance of, such agreement, and
      the
      expenses of the Secured Party incurred in connection therewith shall be included
      in the Obligations secured hereby and payable by such Grantor under
      Section 8.3.

     

    ARTICLE
      4.

     

    REPRESENTATIONS
      AND
      WARRANTIES

     

    
      	
              Section
                4.1.

            	
              Authorization;
                Enforceability. 

            


    

     

    Each
      of
      the parties hereto represents and warrants that it has taken all action
      necessary to authorize the execution, delivery and performance of this Agreement
      and the transactions contemplated hereby; and upon execution and delivery,
      this
      Agreement shall constitute a valid and binding obligation of the respective
      party, subject to applicable bankruptcy, insolvency, reorganization, moratorium
      and similar laws affecting creditors’ rights or by the principles governing the
      availability of equitable remedies.

     

    
      	
              Section
                4.2.

            	
              Ownership
                of Pledged
                Property. 

            


    

     

    Each
      Grantor represents and warrants that it is the legal and beneficial owner of
      the
      Pledged Property free and clear of any lien, security interest, option or other
      charge or encumbrance (each, a “Lien”) except for the security interest created
      by this Agreement and other Permitted Liens.  For purposes of this
      Agreement, “Permitted Liens” means: (1) the security interest created by this
      Agreement, (2) existing Liens which have been disclosed by the Company to the
      Secured Party on Schedule 4.2 attached hereto; (3) inchoate Liens for taxes,
      assessments or governmental charges or levies not yet due, as to which the
      grace
      period, if any, related thereto has not yet expired, or being contested in
      good
      faith and by appropriate proceedings for which adequate reserves have been
      established in accordance with GAAP; (4) Liens of carriers, materialmen,
      warehousemen, mechanics and landlords and other similar Liens which secure
      amounts which are not yet overdue or which are being contested in good faith
      by
      appropriate proceedings for which adequate reserves have been established in
      accordance with GAAP; (5) licenses, sublicenses, leases or subleases granted
      to
      other Persons not materially interfering with the conduct of the business of
      the
      Company; (6) Liens securing capitalized lease obligations and purchase money
      indebtedness incurred solely for the purpose of financing an acquisition or
      lease; (7) easements, rights-of-way, restrictions, encroachments, municipal
      zoning ordinances and other similar charges or encumbrances, and minor title
      deficiencies, in each case not securing debt and not materially interfering
      with
      the conduct of the business of the Company and not materially detracting from
      the value of the property subject thereto; (8) Liens arising out of the
      existence of judgments or awards which judgments or awards do not constitute
      an
      Event of Default; (9) Liens incurred in the ordinary course of business in
      connection with workers compensation claims, unemployment insurance, pension
      liabilities and social security benefits and Liens securing the performance
      of
      bids, tenders, leases and contracts in the ordinary course of business,
      statutory obligations, surety bonds, performance bonds and other obligations
      of
      a like nature (other than appeal bonds) incurred in the ordinary course of
      business (exclusive of obligations in respect of the payment for borrowed
      money); (10) Liens in favor of a banking institution arising by operation of
      law
      encumbering deposits (including the right of set-off) and contractual set-off
      rights held by such banking institution and which are within the general
      parameters customary in the banking industry and only burdening deposit accounts
      or other funds maintained with a creditor depository institution; (11) usual
      and
      customary set-off rights in leases and other contracts; and (12) escrows in
      connection with acquisitions and dispositions.

     

    Section
      4.3                                
Location of Pledged
      Property.

     

    The
      Pledged Property is or will be kept at the address(es) of each Grantor set
      forth
      on the signature pages hereof, or such other locations as the Grantors have
      given the Secured Party written notice prior to the date hereof, and, unless
      otherwise provided herein, the Grantors will not remove any Pledged Property
      from such locations without the prior written consent of the Secured Party
      which
      consent shall not be unreasonably withheld.

     

    Section
      4.4                                
Location, State
      of
      Incorporation and Name of Grantors.

     

    Each
      Grantor’s principal place of business, state of organization, organization
      identification number, and exact legal name is as set forth on each such
      Grantor’s signature page to this Agreement.

     

    Section
      4.5                                
Priority of Security
      Interest.

     

    The
      security interest granted to the Secured Party hereunder shall be a first
      priority security interest subject to no other Liens.  Except for the
      Permitted Liens, no financing statement covering any of the Pledged Property
      or
      any proceeds thereof is on file in any public office.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      5.

     

    DEFAULT;
      REMEDIES

     

    
      	
              Section
                5.1

            	
              Method
                of Realizing
                Upon the Pledged Property: Other Remedies.
                

            


    

     

    If
      any
      Event of Default shall have occurred and be continuing:

     

    (a)           
      The Secured Party may exercise in respect of the Pledged Property, in addition
      to any other rights and remedies provided for herein or otherwise available
      to
      it, all of the rights and remedies of a secured party upon default under the
      Code (whether or not the Code applies to the affected Pledged Property), and
      also may (i) take absolute control of the Pledged Property, including, without
      limitation, transfer into the Secured Party's name or into the name of its
      nominee or nominees (to the extent the Secured Party has not theretofore done
      so) and thereafter receive, for the benefit of the Secured Party, all payments
      made thereon, give all consents, waivers and ratifications in respect thereof
      and otherwise act with respect thereto as though it were the outright owner
      thereof, (ii) require each Grantor to assemble all or part of the Pledged
      Property as directed by the Secured Party and make it available to the Secured
      Party at a place or places to be designated by the Secured Party that is
      reasonably convenient to both parties, and the Secured Party may enter into
      and
      occupy any premises owned or leased by a Grantor where the Pledged Property
      or
      any part thereof is located or assembled for a reasonable period in order to
      effectuate the Secured Party's rights and remedies hereunder or under law,
      without obligation to the Grantor in respect of such occupation, and
      (iii) without notice except as specified below and without any obligation
      to prepare or process the Pledged Property for sale, (A) sell the Pledged
      Property or any part thereof in one or more parcels at public or private sale,
      at any of the Secured Party's offices or elsewhere, for cash, on credit or
      for
      future delivery, and at such price or prices and upon such other terms as the
      Secured Party may deem commercially reasonable and/or (B) lease, license or
      dispose of the Pledged Property or any part thereof upon such terms as the
      Secured Party may deem commercially reasonable.  Each Grantor agrees
      that, to the extent notice of sale or any other disposition of the Pledged
      Property shall be required by law, at least ten (10) days' notice to the Grantor
      of the time and place of any public sale or the time after which any private
      sale or other disposition of the Pledged Property is to be made shall constitute
      reasonable notification.  The Secured Party shall not be obligated to
      make any sale or other disposition of any Pledged Property regardless of notice
      of sale having been given.  The Secured Party may adjourn any public
      or private sale from time to time by announcement at the time and place fixed
      therefor, and such sale may, without further notice, be made at the time and
      place to which it was so adjourned.  Each Grantor hereby waives any
      claims against the Secured Party arising by reason of the fact that the price
      at
      which the Pledged Property may have been sold at a private sale was less than
      the price which might have been obtained at a public sale or was less than
      the
      aggregate amount of the Obligations, even if the Secured Party accepts the
      first
      offer received and does not offer such Pledged Property to more than one
      offeree, and waives all rights that the Grantor may have to require that all
      or
      any part of such Pledged Property be marshaled upon any sale (public or private)
      thereof.  Each Grantor hereby acknowledges that (i) any such sale
      of the Pledged Property by the Secured Party may be made without warranty,
      (ii) the Secured Party may specifically disclaim any warranties of title,
      possession, quiet enjoyment or the like, and (iii) such actions set forth
      in clauses (i) and (ii) above shall not adversely affect the commercial
      reasonableness of any such sale of Pledged Property.  

     

    (b)           
      Any cash held by the Secured Party as Pledged Property and all cash proceeds
      received by the Secured Party in respect of any sale of or collection from,
      or
      other realization upon, all or any part of the Pledged Property shall be applied
      (after payment of any amounts payable to the Secured Party pursuant to Section
      8.3 hereof) by the Secured Party against, all or any part of the Obligations
      in
      such order as the Secured Party shall elect, consistent with the provisions
      of
      the Securities Purchase Agreement. Any surplus of such cash or cash proceeds
      held by the Secured Party and remaining after the indefeasible payment in full
      in cash of all of the Obligations shall be paid over to whomsoever shall be
      lawfully entitled to receive the same or as a court of competent jurisdiction
      shall direct.

     

    (c)           
      In the event that the proceeds of any such sale, collection or realization
      are
      insufficient to pay all amounts to which the Secured Party is legally entitled,
      each Grantor shall be liable for the deficiency, together with interest thereon
      at the rate specified in the Convertible Debentures for interest on overdue
      principal thereof or such other rate as shall be fixed by applicable law,
      together with the costs of collection and the reasonable fees, costs, expenses
      and other client charges of any attorneys employed by the Secured Party to
      collect such deficiency.

     

    (d)           
      Each Grantor hereby acknowledges that if the Secured Party complies with any
      applicable state, provincial, or federal law requirements in connection with
      a
      disposition of the Pledged Property, such compliance will not adversely affect
      the commercial reasonableness of any sale or other disposition of the Pledged
      Property.

     

    (e)           
      The Secured Party shall not be required to marshal any present or future
      collateral security (including, but not limited to, this Agreement and the
      Pledged Property) for, or other assurances of payment of, the Obligations or
      any
      of them or to resort to such collateral security or other assurances of payment
      in any particular order, and all of the Secured Party's rights hereunder and
      in
      respect of such collateral security and other assurances of payment shall be
      cumulative and in addition to all other rights, however existing or arising.
      To
      the extent that the Grantor lawfully may, each Grantor hereby agrees that it
      will not invoke any law relating to the marshaling of collateral which might
      cause delay in or impede the enforcement of the Secured Party's rights under
      this Agreement or under any other instrument creating or evidencing any of
      the
      Obligations or under which any of the Obligations is outstanding or by which
      any
      of the Obligations is secured or payment thereof is otherwise assured, and,
      to
      the extent that it lawfully may, the Company hereby irrevocably waives the
      benefits of all such laws.

     

    
      	
              Section
                5.2

            	
              Duties
                Regarding
                Pledged Property. 

            


    

     

    The
      Secured Party shall have no duty as to the collection or protection of the
      Pledged Property or any income thereon or as to the preservation of any rights
      pertaining thereto, beyond the safe custody and reasonable care of any of the
      Pledged Property actually in the Secured Party’s possession.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      6.

     

    AFFIRMATIVE
      COVENANTS

     

    So
      long
      as any of the Obligations shall remain outstanding, unless the Secured Party
      shall otherwise consent in writing:

     

    
      	
              Section
                6.1.

            	
              Existence,
                Properties,
                Etc.

            


    

     

    (a)           
      Each Grantor shall do, or cause to be done, all things, or proceed with due
      diligence with any actions or courses of action, that may be reasonably
      necessary (i) to maintain Grantor’s due organization, valid existence and
      good standing under the laws of its state of incorporation, and (ii) to
      preserve and keep in full force and effect all qualifications, licenses and
      registrations in those jurisdictions in which the failure to do so could have
      a
      Material Adverse Effect (as defined below); and (b) each Grantor shall not
      do, or cause to be done, any act impairing the Grantor’s corporate power or
      authority (i) to carry on the Grantor’s business as now conducted, and
      (ii) to execute or deliver this Agreement or any other document delivered
      in connection herewith, including, without limitation, any UCC-1 Financing
      Statements required by the Secured Party (which other loan instruments
      collectively shall be referred to as the “Loan
      Instruments”) to which it is or will be a party, or perform any of
      its obligations hereunder or thereunder.  For purpose of this
      Agreement, the term “Material Adverse
      Effect” shall mean any material and adverse affect as determined by
      Secured Party in its reasonable discretion, whether individually or in the
      aggregate, upon (a) the Grantor’s assets, business, operations, properties
      or condition, financial or otherwise; (b) the Grantor’s ability to make
      payment as and when due of all or any part of the Obligations; or (c) the
      Pledged Property.

     

    
      	
              Section
                6.2.

            	
              Financial
                Statements
                and Reports. 

            


    

     

    Each
      Grantor shall furnish to the Secured Party within a reasonable time such
      financial data as the Secured Party may reasonably request.

     

    
      	
              Section
                6.3.

            	
              Accounts
                and
                Reports. 

            


    

     

    Each
      Grantor shall maintain a standard system of accounting in accordance with
      generally accepted accounting principles consistently applied (“GAAP”) and
      provide, at its sole expense, to the Secured Party as soon as available, a
      copy
      of any notice or other communication alleging any nonpayment or other material
      breach or default, or any foreclosure or other action respecting any material
      portion of its assets and properties, received respecting any of the
      indebtedness of the Grantor in excess of $500,000 (other than the
      Obligations)

     

    .

     

    
      	
              Section
                6.4.

            	
              Maintenance
                of Books
                and Records; Inspection. 

            


    

     

    Each
      Grantor shall maintain its books, accounts and records in accordance with GAAP,
      and permit the Secured Party, its officers and employees and any professionals
      designated by the Secured Party in writing, at any time during normal business
      hours and upon reasonable notice to visit and inspect any of its properties
      (including but not limited to the collateral security described in the
      Transaction Documents and/or the Loan Instruments), corporate books and
      financial records, and to discuss its accounts, affairs and finances with any
      employee, officer or director thereof (it being agreed that, unless an Event
      of
      Default shall have occurred and be continuing, there shall be no more than
      two
      (2) such visits and inspections in any Fiscal Year).

     

    
      	
              Section
                6.5.

            	
              Maintenance
                and
                Insurance. 

            


    

     

    (a)           
      Each Grantor shall maintain or cause to be maintained, at its own expense,
      all
      of its material assets and properties in good working order and condition,
      ordinary wear and tear excepted, making all necessary repairs thereto and
      renewals and replacements thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)           
      Each Grantor shall maintain or cause to be maintained, at its own expense,
      insurance in form, substance and amounts (including deductibles), which the
      Grantor deems reasonably necessary to the Company’s business, (i) adequate
      to insure all assets and properties of the Grantor of a character usually
      insured by persons engaged in the same or similar business against loss or
      damage resulting from fire or other risks included in an extended coverage
      policy; (ii) against public liability and other tort claims that may be
      incurred by the Grantor; (iii) as may be required by the Transaction
      Documents and/or applicable law and (iv) as may be reasonably requested by
      Secured Party, all with financially sound and reputable insurers.

     

    
      	
              Section
                6.6.

            	
              Contracts
                and Other
                Collateral. 

            


    

     

    Each
      Grantor shall perform all of its obligations under or with respect to each
      instrument, receivable, contract and other intangible included in the Pledged
      Property to which the Grantor is now or hereafter will be party on a timely
      basis and in the manner therein required, including, without limitation, this
      Agreement, except to the extent the failure to so perform such obligations
      would
      not reasonably be expected to have a Material Adverse Effect.

     

    
      	
              Section
                6.7.

            	
              Defense
                of Collateral,
                Etc.

            


    

     

    Each
      Grantor shall defend and enforce its right, title and interest in and to any
      part of:  (a) the Pledged Property; and (b) if not included
      within the Pledged Property, those assets and properties whose loss would
      reasonably be expected to have a Material Adverse Effect, each against all
      manner of claims and demands on a timely basis to the full extent permitted
      by
      applicable law (other than any such claims and demands by holders of Permitted
      Liens).

     

    
      	
              Section
                6.8.

            	
              Taxes
                and
                Assessments. 

            


    

     

    Each
      Grantor shall (a) file all material tax returns and appropriate schedules
      thereto that are required to be filed under applicable law, prior to the date
      of
      delinquency (taking into account any extensions of the original due date),
      (b) pay and discharge all material taxes, assessments and governmental
      charges or levies imposed upon the Grantor, upon its income and profits or
      upon
      any properties belonging to it, prior to the date on which penalties attach
      thereto, and (c) pay all material taxes, assessments and governmental
      charges or levies that, if unpaid, might become a lien or charge upon any of
      its
      properties; provided,
      however, that the Grantor in good faith may contest any such tax,
      assessment, governmental charge or levy described in the foregoing clauses
      (b)
      and (c) so long as appropriate reserves are maintained with respect thereto
      if
      and to the extent required by GAAP.

     

    
      	
              Section
                6.9.

            	
              Compliance
                with Law
                and Other Agreements. 

            


    

     

    Each
      Grantor shall maintain its business operations and property owned or used in
      connection therewith in compliance with (a) all applicable federal, state
      and local laws, regulations and ordinances governing such business operations
      and the use and ownership of such property, and (b) all agreements,
      licenses, franchises, indentures and mortgages to which the Grantor is a party
      or by which the Grantor or any of its properties is bound, except where the
      failure to so comply would not reasonably be expected to have a Material Adverse
      Effect.

     

    
      	
              Section
                6.10.

            	
              Notice
                of
                Default. 

            


    

     

    The
      Grantors will immediately notify the Secured Party of any event causing a
      substantial loss or diminution in the value of all or any material part of
      the
      Pledged Property and the amount or an estimate of the amount of such loss or
      diminution. The Grantors shall promptly notify the Secured Party of any
      condition or event which constitutes, or would constitute with the passage
      of
      time or giving of notice or both, an Event of Default, and promptly inform
      the
      Secured Party of any events or changes in the financial condition of any Grantor
      occurring since the date of the last financial statement of such Grantor
      delivered to the Secured Party, which individually or cumulatively when viewed
      in light of prior financial statements, which might reasonably be expected
      to
      have a Material Adverse Effect on the business operations or financial condition
      of the Grantor.

     

    
      	
              Section
                6.11.

            	
              Notice
                of
                Litigation. 

            


    

     

    Each
      Grantor shall give notice, in writing, to the Secured Party of (a) any
      actions, suits or proceedings wherein the amount at issue is in excess of
      $250,000, instituted by any persons against the Grantor, or affecting any of
      the
      assets of the Company, and (b) any dispute, not resolved within fifteen
      (15) days of the commencement thereof, between the Grantor on the one hand
      and
      any governmental or regulatory body on the other hand, which might reasonably
      be
      expected to have a Material Adverse Effect on the business operations or
      financial condition of the Grantor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      6.13.                                
Future
      Subsidiaries.

     

    If
      any
      Grantor shall hereafter create or acquire any subsidiary, simultaneously with
      the creation or acquisition of such subsidiary, such Grantor shall cause such
      subsidiary to become a party to this Agreement as an additional "Grantor"
      hereunder, and to duly execute and deliver a guaranty of the Obligations in
      favor of the Secured Party in form and substance reasonably acceptable to the
      Secured Party, and to duly execute and/or deliver such opinions of counsel
      and
      other documents, in form and substance reasonably acceptable to the Secured
      Party, as the Secured Party shall reasonably request with respect
      thereto.

     

    Section
      6.14.                                
Changes to
      Identity.

     

    Each
      Grantor will (a) give the Secured Party at least 30 days' prior written notice
      of any change in such Grantor's name, identity or organizational structure,
      (b)
      maintain its jurisdiction of incorporation, organization or formation as set
      forth on its respective signature page attached hereto, (C) immediately notify
      the Secured Party upon obtaining an organizational identification number, if
      on
      the date hereof such Grantor did not have such identification
      number.

     

    Section
      6.15.                                
Establishment of
      Deposit Account, Dominion AccountAgreements;
      Control. 

     

    Within
      ten (10) days of the date hereof, each Grantor, the Secured Party, and each
      applicable bank or other depository institution shall enter into a deposit
      account agreement (“Deposit Account
      Agreement”) in the form of Exhibit B with respect to each of the
      Grantor’s Deposit Accounts, including, without limitation, all savings,
      passbook, money market or other depository accounts, and all certificates of
      deposit, maintained by each Company with any bank, savings and loan association,
      credit union or other depository institution maintained or used by each Grantor
      providing dominion and control over such accounts to the Secured Party such
      that
      upon notice by the Secured Party to such bank or other depository institution
      of
      the occurrence of an Event of Default all actions under such account shall
      be
      taken solely at the Secured Party’s direction.  Each Grantor’s current
      Deposit Accounts are set forth on Schedule 6.14 attached hereto.

     

    Each
      Grantor shall cause all cash, all collections and proceeds from accounts
      receivable, all receipts from credit card payments, and all proceeds from the
      sale of any Pledged Property to be deposited only into its Deposit Accounts
      in
      the ordinary course of business and consistent with past practices.

     

    Each
      Grantor shall have valid and effective Deposit Account Agreements in place
      at
      all times with respect to all of its Deposit Accounts.  No Deposit
      Account shall be established, used or maintained by the Company unless it first
      enters into a Deposit Account Agreement.

     

    With
      respect to each Deposit Account, from an after the occurrence of an Event of
      Default, the Secured Party shall have the right, at any time and from time
      to
      time, to exercise its rights under such Deposit Account Agreement, including,
      for the avoidance of any doubt, the exclusive right to give instructions to
      the
      financial institution at which such Deposit Account is maintained as to the
      disposition of funds or other property on deposit therein or credited
      thereto.  The Secured Party hereby covenants and agrees that it will
      not send any such notice to a financial institution at which any such Deposit
      Account is maintained directing the disposition of funds or other property
      therein unless and until the occurrence of an Event of Default.

     

    In
      connection with the foregoing, each Grantor hereby authorizes and directs each
      bank or other depository institution which maintains any Deposit Account to
      pay
      or deliver to the Secured Party upon the Secured Party’s written demand thereof
      made at any time after the occurrence of an Event of Default has occurred all
      balances in each Deposit Account with such depository for application to the
      Obligations then outstanding.

     

    Section
      6.16                                
Perfection of Security
      Interests.

     

    (a)           
      Financing
      Statements.   The Grantors hereby irrevocably authorize
      the Secured Party, at the sole cost and expense of the Grantors, at any time
      and
      from time to time to file in any filing office in any jurisdiction any initial
      financing statements and amendments thereto that (a) indicate the Pledged
      Property (i) as all assets of Grantors or words of similar effect, regardless
      of
      whether any particular asset comprised in the Pledged Property falls within
      the
      scope of Article 9 of the Code of such jurisdiction, or (ii) as being of an
      equal or lesser scope or with greater detail, and (b) contain any other
      information required by Part 5 of Article 9 of the Code for the sufficiency
      or
      filing office acceptance of any financing statement or amendment, including
      (i)
      whether such Grantor is an organization, the type of organization and any
      organization identification number issued to such Grantor, and (ii) in the
      case
      of a financing statement filed as a fixture filing, a sufficient description
      of
      real property to which the Pledged Property relates.  Grantors agree
      to furnish any such information to the Secured Party promptly upon
      request.  Grantors also ratify their authorization for the Secured
      Party to have filed in any jurisdiction any initial financing statements or
      amendments thereto if filed prior to the date hereof. The Grantors acknowledge
      that they are not authorized to file any financing statement or amendment or
      termination statement with respect to any financing statement without the prior
      written consent of the Secured Party and agree that they will not do so without
      the prior written consent of the Secured Party.  The Grantors
      acknowledge and agree that this Agreement constitutes an authenticated
      record.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           
      Possession.  The
      Grantors (i) shall have possession of the Pledged Property, except where
      expressly otherwise provided in this Agreement or where the Secured Party
      chooses to perfect its security interest by possession in addition to the filing
      of a financing statement; and (ii) will, where Pledged Property is in the
      possession of a third party, join with the Secured Party in notifying the third
      party of the Secured Party’s security interest and obtaining an acknowledgment
      from the third party that it is holding the Pledged Property for the benefit
      of
      the Secured Party.

     

    (c)           
      Control.  In
      addition to the provisions set forth in Section 6.15 above, the Grantors will
      cooperate with the Secured Party in obtaining control with respect to the
      Pledged Property consisting of (i) Investment Property, (ii) Letters of Credit
      and Letter-of-Credit Rights and (iii) electronic Chattel Paper.

     

    (d)           
      Chattel
      Paper. Marking of Chattel Paper. The Grantors will not create any
      Chattel Paper without placing a legend on the Chattel Paper acceptable to the
      Secured Party indicating that the Secured Party has a security interest in
      the
      Chattel Paper.

     

    Section
      6.17        Notice of Commercial
      Tort
      Claims. If any Grantor shall at any time acquire a Commercial Tort Claim,
      such Grantor shall immediately notify the Secured Party in a writing signed
      by
      such Grantor which shall (a) provide brief details of said claim and (b) grant
      to the Secured Party a security interest in said claim and in the proceeds
      thereof, all upon the terms of this Agreement, in such form and substance
      satisfactory to the Secured Party.

     

    ARTICLE
      7.

     

    NEGATIVE
      COVENANTS

     

    So
      long
      as any of the Obligations shall remain outstanding, unless the Secured Party
      shall otherwise consent in writing each Grantor covenants and agrees that it
      shall not:

     

    Section
      7.1.                                
Transfers, Liens
      and
      Encumbrances.

     

    (a)           
      Sell, assign (by operation of law or otherwise), lease, license, exchange or
      otherwise transfer or dispose of any of the Pledged Property, except Grantor
      may
      (i) sell or dispose of Inventory in the ordinary course of business, and (ii)
      sell or dispose of assets the Grantor has determined, in good faith, not to
      be
      useful in the conduct of its business, and (iii) sell or dispose of accounts
      in
      the course of collection in the ordinary course of business consistent with
      past
      practice.

     

    (b)           
      Directly or indirectly make, create, incur, assume or permit to exist any Lien
      in, to or against any part of the Pledged Property other than Permitted
      Liens.

     

    Section
      7.2.                                
Restriction on
      Redemption and Cash Dividends

     

    Directly
      or indirectly, redeem, repurchase or declare or pay any cash dividend or
      distribution on its capital stock without the prior express written consent
      of
      the Secured Party.

     

    Section
      7.3.                                
Incurrence of
      Indebtedness.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Directly
      or indirectly, incur or guarantee, assume or suffer to exist any indebtedness,
      other than the indebtedness evidenced by the Convertible Debentures and other
      Permitted Indebtedness.  “Permitted
      Indebtedness” means: (i) indebtedness evidenced by Convertible
      Debentures; (ii) indebtedness described on the Disclosure Schedule to the
      Securities Purchase Agreement; (iii) indebtedness incurred solely for the
      purpose of financing the acquisition or lease of any equipment by the Company,
      including capital lease obligations with no recourse other than to such
      equipment; (iv) indebtedness (A) the repayment of which has been subordinated
      to
      the payment of the Convertible Debentures on terms and conditions acceptable
      to
      the Secured Party, including with regard to interest payments and repayment
      of
      principal, (B) which does not mature or otherwise require or permit redemption
      or repayment prior to or on the 91st
      day
      after the maturity date of any Convertible Debentures then outstanding; and
      (C)
      which is not secured by any assets of the Company; (v) indebtedness solely
      between the Grantor and/or one of its domestic subsidiaries, on the one hand,
      and the Grantor and/or one of its domestic subsidiaries, on the other which
      indebtedness is not secured by any assets of the Grantor or any of its
      subsidiaries, provided that (x) in each case a majority of the equity of any
      such domestic subsidiary is directly or indirectly owned by the Grantor, such
      domestic subsidiary is controlled by the Grantor and such domestic subsidiary
      has executed a security agreement in the form of this Agreement and (y) any
      such
      loan shall be evidenced by an intercompany note that is pledged by the Grantor
      or its subsidiary, as applicable, as collateral pursuant to this Agreement;
      (vi)
      reimbursement obligations in respect of letters of credit issued for the account
      of the Grantor or any of its subsidiaries for the purpose of securing
      performance obligations of the Grantor or its subsidiaries incurred in the
      ordinary course of business so long as the aggregate face amount of all such
      letters of credit does not exceed $500,000 at any one time; (vii) provided
      there
      is not an Event of Default when incurred, additional indebtedness incurred
      that
      at any one time does not exceed $1,500,000 individually or in the aggregate;
      and
      (viii) renewals, extensions and refinancing of any indebtedness described in
      clauses (i) or (iii) of this subsection.

     

    Section
      7.4.                                
Places of
      Business.

     

    Change
      the location of its chief place of business, chief executive office or any
      place
      of business disclosed to the Secured Party, unless such change in location
      is to
      a different location within the United States and the Grantor provides notice
      to
      the Secured Party of new location within 10 days’ of such change in
      location.

     

    ARTICLE
      8.

     

    MISCELLANEOUS

     

    
      	
              Section
                8.1.

            	
              Notices.
                

            


    

     

    All
      notices or other communications required or permitted to be given pursuant
      to
      this Agreement shall be in writing and shall be considered as duly given
      on:  (a) the date of delivery, if delivered in person or by
      nationally recognized overnight delivery service or
      (b) five (5) days after mailing if mailed from within the
      continental United States by certified mail, return receipt requested to the
      party entitled to receive the same:

     

    
      	
              If
                to the Secured Party:

            	
              YA
                Global Investments, L.P.

            
	 	
              101
                Hudson Street-Suite 3700

            
	 	
              Jersey
                City, New Jersey 07302

            
	 	
              Attention:           
                 Mark Angelo

            
	 	
              Portfolio
                Manager

            
	 	
              Telephone:           
                (201) 986-8300

            
	 	
              Facsimile:               (201)
                985-8266

            
	 	 
	
              With
                a copy to:

            	
              Troy
                Rillo, Esq.

            
	 	
              101
                Hudson Street, Suite 3700

            
	 	
              Jersey
                City, NJ 07302

            
	 	
              Telephone:             (201)
                985-8300

            
	 	
              Facsimile:                (201)
                985-8266

            
	 	 
	 	 
	 	 
	
              If
                to the Company:

            	
              IR
                Biosciences Holdings, Inc.

            
	 	
              8767
                E. Via De Ventura, Suite 190

            
	 	
              Scottsdale,
                AZ 85258

            
	 	
              Attention:  Chief
                Executive Officer

            
	 	
              Telephone:              (480)
                922-4781

            
	 	
              Facsimile:                 (602)
                684-2677

            
	 	 
	
              With
                a copy to:

            	
              Kirkpatrick
                & Lockhart Preston Gates Ellis, LLP

            
	 	
              10100
                Santa Monica Blvd., 7th
                Floor

            
	 	
              Los
                Angeles, CA 90067

            
	 	
              Attention:                Thomas
                J. Poletti

            
	 	
              Telephone:               (310)
                552-5045

            
	 	
              Facsimile:                  (310)
                552-5001

            
	 	 
	
              If
                to any other Grantor

            	
              To
                the address listed on the respective signature pages attached
                hereto

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Any
      party
      may change its address by giving notice to the other party stating its new
      address.  Commencing on the tenth (10th) day
      after the giving of such notice, such newly designated address shall be such
      party’s address for the purpose of all notices or other communications required
      or permitted to be given pursuant to this Agreement.

     

    
      	
              Section
                8.2.

            	
              Severability.
                

            


    

     

    If
      any
      provision of this Agreement shall be held invalid or unenforceable, such
      invalidity or unenforceability shall attach only to such provision and shall
      not
      in any manner affect or render invalid or unenforceable any other severable
      provision of this Agreement, and this Agreement shall be carried out as if
      any
      such invalid or unenforceable provision were not contained herein.

     

    
      	
              Section
                8.3.

            	
              Expenses.
                

            


    

     

    In
      the
      event of an Event of Default, the Company will pay to the Secured Party the
      amount of any and all reasonable out-of-pocket expenses, including the
      reasonable fees and expenses of its counsel, which the Secured Party may incur
      in connection with:  (i) the custody or preservation of, or the
      sale, collection from, or other realization upon, any of the Pledged Property;
      (ii) the exercise or enforcement of any of the rights of the Secured Party
      hereunder or (iii) the failure by the Grantor to perform or observe any of
      the provisions hereof.

     

    
      	
              Section
                8.4.

            	
              Waivers,
                Amendments,
                Etc.

            


    

     

    The
      Secured Party’s delay or failure at any time or times hereafter to require
      strict performance by Grantor of any undertakings, agreements or covenants
      shall
      not waive, affect, or diminish any right of the Secured Party under this
      Agreement to demand strict compliance and performance herewith.  Any
      waiver by the Secured Party of any Event of Default shall not waive or affect
      any other Event of Default, whether such Event of Default is prior or subsequent
      thereto and whether of the same or a different type.  None of the
      undertakings, agreements and covenants of the Grantor contained in this
      Agreement, and no Event of Default, shall be deemed to have been waived by
      the
      Secured Party, nor may this Agreement be amended, changed or modified, unless
      such waiver, amendment, change or modification is evidenced by an instrument
      in
      writing specifying such waiver, amendment, change or modification and signed
      by
      the Secured Party in the case of any such waiver, and signed by the Secured
      Party and the Grantor in the case of any such amendment, change or
      modification.  Further, no such document, instrument, and/or agreement
      purported to be executed on behalf of the Secured Party shall be binding upon
      the Secured Party unless executed by a duly authorized representative of the
      Secured Party.

     

    
      	
              Section
                8.5.

            	
              Continuing
                Security
                Interest. 

            


    

     

    This
      Agreement shall create a continuing security interest in the Pledged Property
      and shall: (i) remain in full force and effect so long as any of the
      Obligations shall remain outstanding; (ii) be binding upon each Grantor and
      its successors and assigns; and (iii) inure to the benefit of the Secured
      Party and its successors and assigns.  Upon the payment or
      satisfaction in full of the Obligations, this Agreement and the security
      interest created hereby shall terminate, and, in connection therewith, each
      Grantor shall be entitled to the return, at its expense, of such of the Pledged
      Property as shall not have been sold in accordance with Section 5.2 hereof
      or otherwise applied pursuant to the terms hereof and the Secured Party shall
      deliver to the Grantor such documents as the Grantor shall reasonably request
      to
      evidence such termination.

     

    
      	
              Section
                8.6.

            	
              Independent
                Representation. 

            


    

     

    Each
      party hereto acknowledges and agrees that it has received or has had the
      opportunity to receive independent legal counsel of its own choice and that
      it
      has been sufficiently apprised of its rights and responsibilities with regard
      to
      the substance of this Agreement.

     

    
      	
              Section
                8.7.

            	
              Applicable
                Law:  Jurisdiction.


            


    

     

    This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New Jersey without regard to the principles of conflict of
      laws.  The parties further agree that any action between them shall be
      heard in Hudson County, New Jersey, and expressly consent to the jurisdiction
      and venue of the Superior Court of New Jersey, sitting in Hudson County and
      the
      United States District Court for the District of New Jersey sitting in Newark,
      New Jersey for the adjudication of any civil action asserted pursuant to this
      Paragraph, provided, however,
      that nothing
      herein shall prevent the Secured Party from enforcing its rights and remedies
      (including, without limitation, by filing a civil action) with respect to the
      Pledged Property and/or the Grantors in any other jurisdiction in which the
      Pledged Property and/or the Grantors may be located.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                8.8.

            	
              Waiver
                of Jury
                Trial. 

            


    

     

    AS
      A
      FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT AND TO
      MAKE THE FINANCIAL ACCOMMODATIONS TO THE COMPANY, THE COMPANY HEREBY WAIVES
      ANY
      RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS
      AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO THIS
      TRANSACTION.

     

    Section
      8.9                                
Right of Set
      Off.

     

    The
      Grantors each hereby grant to the Secured Party, a lien, security interest
      and
      right of setoff as security for all liabilities and obligations to the Secured
      Party, whether now existing or hereafter arising, upon and against all deposits,
      credits, collateral and property, now or hereafter in the possession, custody,
      safekeeping or control of the Secured Party or any of its affiliates, or any
      entity under the control of the Secured Party, or in transit to any of them.
      At
      any time, without demand or notice, the Secured Party may set off the same
      or
      any part thereof and apply the same to any liability or obligation of the
      Grantors even though unmatured and regardless of the adequacy of any other
      collateral securing the Obligations.  ANY AND ALL RIGHTS TO REQUIRE
      THE SECURED PARTY TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
      COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF
      SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GRANTORS,
      ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

     

    
      	
              Section
                8.10

            	
              Entire
                Agreement. 

            


    

     

    This
      Agreement constitutes the entire agreement among the parties and supersedes
      any
      prior agreement or understanding among them with respect to the subject matter
      hereof.

     

    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    


    
      	 	
              COMPANY:

            
	 	
              IR
                BIOSCIENCES HOLDINGS, INC.

            
	 	 
	 	
              By:      /s/
                Michael
                Wilhelm                                                   
                

            
	 	
              Name:      
                Michael Wilhelm

            
	 	
              Title:        
                President and Chief Executive Officer

            
	 	 
	 	
              
              

              
              

              Jurisdiction
                of Incorporation, Organization or Formation:

              
              

            
	 	
              Organizational
                ID:

            


    

     

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

     

    


    
      	 	
              GUARANTOR:

            
	 	
              ImmuneRegen
                BioSciences, Inc.

            
	 	 
	 	
              By:      /s/
                Michael
                Wilhelm                                     
                

            
	 	
              Name:      
                Michael Wilhelm

            
	 	
              Title:         President
                and Chief Executive Officer

            
	 	 
	 	 
	 	
              Address
                For Notices:

               

              Address:
                8767 East Via De Ventura Suite
                190

              Scottsdale,
                Arizona 85258

              
              

                

              Jurisdiction
                of Incorporation, Organization or Formation:

              
              

            
	 	
              Organizational
                ID:

            
	 	 
	 	 


    

     

     

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

     

    


    
      	 	 
	 	
              SECURED
                PARTY:

            
	 	
              YA
                GLOBAL INVESTMENTS, L.P.

            
	 	 
	 	
              By:          
                Yorkville Advisors, LLC

            
	 	
              Its:           
                Investment Manager

            
	 	 
	 	
              By:      /s/
                Mark
                Angelo                                            

            
	 	
              Name:      
                Mark Angelo

            
	 	
              Title:        
                Portfolio Manager

            
	 	 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

     

    DEFINITION
      OF PLEDGED
      PROPERTY

     

     

    For
      the
      purpose of securing prompt and complete payment and performance by the Grantor
      of all of the Obligations, the Grantors each unconditionally and irrevocably
      hereby grant to the Secured Party a continuing security interest in and to,
      and
      lien upon, the following Pledged Property of each Grantor (all capitalized
      terms
      used herein shall have the respective meanings ascribed thereto in the
      Code):

     

     

    All
      personal property of each Grantor, wherever located and whether now or
      hereinafter existing and whether now owned or hereafter acquired, of every
      kind
      and description, tangible or intangible, including without limitation,
      all:

     

     

    1.           
      Goods;

     

     

    2.           
      Inventory, including, without limitation, all goods, merchandise and other
      personal property now owned or hereafter acquired by the Grantor which are
      held
      for sale or lease, or are furnished or to be furnished under any contract of
      service or are raw materials, work-in-process, supplies or materials used or
      consumed in the Grantor’s business, and all products thereof, and all
      substitutions. replacements, additions or accessions therefor and thereto;
      and
      any cash or non-cash Proceeds of all of the foregoing;

     

     

    3.           
      Equipment, including, without limitation, all machinery, equipment, furniture,
      parts, tools and dies, of every kind and description, of the Grantor (including
      automotive equipment and motor vehicles), now owned or hereafter acquired by
      the
      Grantor, and used or acquired for use in the business of the Grantor, together
      with all accessions thereto and all substitutions and replacements thereof
      and
      parts therefor and all cash or non-cash Proceeds of the foregoing;

     

     

    4.           
      Fixtures, including, without limitation, all goods which are so related to
      particular real estate that an interest in them arises under real estate law
      and
      all accessions thereto, replacements thereof and substitutions therefor,
      including, but not limited to, plumbing, heating and lighting apparatus,
      mantels, floor coverings, furniture, furnishings, draperies, screens, storm
      windows and doors, awnings, shrubbery, plants, boilers, tanks, machinery,
      stoves, gas and electric ranges, wall cabinets, appliances, furnaces, dynamos,
      motors, elevators and elevator machinery, radiators, blinds and all laundry,
      refrigerating, gas, electric, ventilating, air-refrigerating, air-conditioning,
      incinerating and sprinkling and other fire prevention or extinguishing equipment
      of whatsoever kind and nature and any replacements, accessions and additions
      thereto, Proceeds thereof and substitutions therefor;

     

     

    5.           
      Instruments (including promissory notes);

     

     

    6.           
      Documents;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.           
      Accounts, including, without limitation, all Contract Rights and accounts
      receivable, health-care-insurance receivables, and license fees; any other
      obligations or indebtedness owed to the Grantor from whatever source arising;
      all rights of Grantor to receive any payments in money or kind; all guarantees
      of Accounts and security therefor; all cash or non-cash Proceeds of all of
      the
      foregoing; all of the right, title and interest of Grantor in and with respect
      to the goods, services or other property which gave rise to or which secure
      any
      of the accounts and insurance policies and proceeds relating thereto, and all
      of
      the rights of the Grantor as an unpaid seller of goods or services, including,
      without limitation the rights of stoppage in transit, replevin, reclamation
      and
      resale and all of the foregoing, whether now existing or hereafter created
      or
      acquired;

     

     

    8.           
      Contracts and Contract Rights, including, to the extent not included in the
      definition of Accounts, all rights to payment or performance under a contract
      not yet earned by performance and not evidenced by an Instrument or Chattel
      Paper;

     

     

    9.           
      Chattel Paper (whether tangible or electronic);

     

     

    10.           
      Deposit Accounts (and in and to any deposits or other sums at any time credited
      to each such Deposit Account);

     

     

    11.           
      Money, cash and cash equivalents;

     

     

    12.           
      Letters of Credit and Letter-of-Credit Rights (whether or not the Letter of
      Credit is evidenced by a writing);

     

     

    13.           
      Commercial Tort Claims;

     

     

    14.           
      Securities Accounts, Security Entitlements, Securities, Financial Assets and
      all
      other Investment Property, including, without limitation, all ownership or
      membership interests in any subsidiaries or affiliates (whether or not
      controlled by the Grantor);

     

     

    15.           
      General Intangibles, including, without limitation, all payment intangibles,
      tax
      refunds and other claims of the Grantor against any governmental authority,
      and
      all choses in action, insurance proceeds, goodwill, patents, copyrights,
      trademarks, tradenames, customer lists, formulae, trade secrets, licenses,
      permits, franchises, designs, computer software, research and literary rights
      now owned or hereafter acquired;

     

     

    16.           
      Farm Products;

     

     

    17.           
      All books and records (including all ledger sheets, files, computer programs,
      tapes and related data processing software) evidencing an interest in or
      relating to any of the foregoing;

     

     

    18.           
      To the extent not already included above, all supporting obligations, and any
      and all cash and non-cash Proceeds, products, accessions, and/or replacements
      of
      any of the foregoing, including proceeds of insurance covering any or all of
      the
      foregoing.