ex49.htm


    Exhibit
      4.9

     

    PATENT
      SECURITY AGREEMENT

    


    This
      PATENT SECURITY AGREEMENT
      (“Agreement”) is made this ___ day of January,
      2008, by and between MetaSwarm, Inc.,
      a Florida corporation (the “Grantor”),
      and AIS Funding, LLC, a Delaware
      limited liability company (the “Grantee”).

    


                WHEREAS,
      Grantor is the owner of the inventions and the patent applications defining
      same
      as listed on the attached Schedule A (collectively the
“Applications”);

    


                WHEREAS,
      Grantee has extended a loan to Grantor pursuant to the terms and conditions
      of
      that certain Securities Purchase and Security Agreement dated the date hereof,
      between Grantor and Grantee (the “Security Agreement”), and the Convertible
      Promissory Note issued thereunder dated the date hereof (the “Note”) made by
      Grantor in favor of Grantee;

    


                WHEREAS,
      under the Security Agreement, Grantor has granted to Grantee a security interest
      in certain of its assets (including the Applications) to secure the performance
      of the obligations of Grantor under the Note and the Security Agreement;
      and

    


                WHEREAS,
      Grantor and Grantee by this instrument seek to confirm and make a record of
      the
      grant of a security interest in and assignment of the
      Applications;

    


                NOW,
      THEREFORE, for good and valuable consideration, the receipt and adequacy of
      which are hereby acknowledged, Grantor does hereby acknowledge that it has
      granted to Grantee a security interest in all of Grantor’s right, title and
      interest in, to, and under the Applications, and has assigned those Applications
      to Grantee as follows:

    


    1.           
      Grantor sells, assigns and
      transfers to Grantee, its successors, assigns and legal representatives, all
      hereinafter referred to as the Assignee, Grantor’s entire right, title and
      interest for the United States and all foreign countries, in and to any and
      all
      inventions and designs which are disclosed in patent applications listed on
      the
      Invention Schedule attached as Attachment
      1hereto, and all
      non-provisional, divisional, continuing, substitute, renewal, reissue and all
      other applications for Letters Patent, utility models, industrial designs or
      similar intellectual property rights which have been or shall be filed in the
      United States, internationally, and in Japan and any other foreign country
      on
      any of said inventions; and in and to all original and reissued patents which
      have been or shall be issued in the United States, Japan or any other
      jurisdiction on said inventions, including the right to apply for patent rights
      in Japan and each other foreign country and all rights to
      priority;

    


    2.           
      Grantor, when requested, without
      charge, at Grantor’s expense, agrees to carry out in good faith the intent and
      purpose of this assignment, by executing all non-provisional, divisional,
      continuing, substitute, renewal, reissue, and all other patent, utility model
      and industrial design applications on any and all said inventions, by executing
      all rightful oaths, assignments, powers of attorney and other papers, by
      communicating to said Grantee all facts known to Grantor relating to said
      inventions and the history thereof, and generally by doing everything reasonably
      possible which said Grantee shall consider desirable for aiding in securing
      and
      maintaining proper protection for said inventions and for vesting title to
      said
      inventions and all applications for patents and all patents on said inventions,
      in said Grantee;

    


    3.           
      Grantor appoints Grantee its
      attorney-in-fact to execute, in its name and on its behalf, any and all
      documents required to effectuate this Assignment, specifically including, but
      not limited to, those documents specified above and any necessary corrective
      assignments.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


                  
      Grantor also acknowledges and
      confirms that the rights and remedies of Grantee and Grantor with respect to
      the
      security interests in the Applications granted hereby are more fully set forth
      in the Note and the Security Agreement, the terms and provisions of which are
      incorporated herein by reference.

    


    This
      instrument is executed under
      seal.

    
      
        	 	METASWARM,
                INC. 	 
	 	 	 	 
	
                Witnessed
                  by:   

              	
                By:
                  

              	/s/ Marvin
                Shannon	 
	/s/
                Celia
                Rivera	 	Marvin
                Shannon 	 
	 	 	Chairman
                and Chief Executive Officer 	 
	 	 	Address:  301
                N. Lake Avenue, Suite 810 Pasadena, CA 91101 	 


      

    

     

                                                             

    
      	 	 
	
              STATE
                OF  ILLINOISCOMMONWEALTHH OF

            	
              CALIFORNIA

            	 	 
	
              COUNTY
                OF

            	
              LOS
                ANGELES

            	
              :

            	 
	 	 
	
              On
                dEthis

            	
              January

            	
              18

            	 	
              ,

            	
              2008

            	
              ,
                before me, the undersigned
                notary public,

            
	
              Personallyappeared

            	
              Marvin
                Shannon

            	
              ,
                proved to me through
                satisfactory evidence of

            	 
	
              identification,
                which
                were

            	
              Proved
                by US
                passport

            	
              ,
                to be the person who signed the
                preceding

            	 
	
              or
                attached document in my
                presence and swore or affirmed to me that the contents of the document
                are

            	 
	
              truthful
                and accurate to the best
                of (his) (her) knowledge and belief and acknowledged to me
                that

            	 
	
              (he)
                (she) signed it voluntarily
                for its stated purpose.

            	 
	
                    SEAL

            	
              /s/
                Pi Ning
                Cheung

            	 	 
	
              Notary
                Public

            	 	 
	
                    My
                commission expires:

            	
              May
                7, 2010

            	 	 


    

    


     

    
      
        	 	AIS
                FUNDING, LLC 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Arthur
                Maxwell	 
	 	 	Arthur
                Maxwell	 
	 	 	Manager
                	 
	 	 	Address:
                4 Robert Bonazzoli
                AvenueHudson,
                Massachusetts  01749	 


      



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