Unassociated Document


    SECURITY
      AGREEMENT

    1. Identification.

    


    This
      Security Agreement (the "Agreement"), dated as of March 10, 2006, is entered
      into by and between Aprecia Inc., a Delaware corporation ("Parent"), the
      Subsidiaries of the Parent identified on Annex I hereto (each a "Guarantor"
      and
      together with Parent, each a “Debtor” and collectively the "Debtors"), and
      Michael Hartstein, as collateral agent acting in the manner and to the extent
      described in the Collateral Agent Agreement defined below (the "Collateral
      Agent"), for the benefit of the parties identified on Schedule A hereto
      (collectively, the "Lenders").

    


    2. Recitals.

    


    2.1 The
      Lenders have made, are making and will be making loans to Parent (the "Loans").
      It is beneficial to each Debtor that the Loans were made and are being
      made.

    


    2.2 The
      Loans
      are and will be evidenced by certain convertible debentures (each a “Debenture”)
      issued by Parent on or about the date of and after the date of this Agreement
      pursuant to a securities purchase agreement (“Securities Purchase Agreement”) to
      which Parent and Lenders are parties. The Debentures are further identified
      on
      Schedule A hereto and were and will be executed by Parent as “Borrower” or
“Debtor” for the benefit of each Lender as the “Holder” or “Lender” thereof.
      Schedule A hereto may be amended to include such other Lenders who become
      parties hereto and sign this Agreement, the Collateral Agent Agreement and
      any
      other agreement reasonably requested by the Collateral Agent, who will have
      purchased Debentures pursuant to the Securities Purchase Agreement.

    


    2.3 In
      consideration of the Loans made and to be made by Lenders to Parent and for
      other good and valuable consideration, and as security for the performance
      by
      Parent of its obligations under the Debentures and as security for the repayment
      of the Loans and all other sums due from Debtors to Lenders arising under the
      Transaction Documents (as defined in the Securities Purchase Agreement), and
      any
      other agreement between or among them (collectively, the "Obligations"), each
      Debtor, for good and valuable consideration, receipt of which is acknowledged,
      has agreed to grant to the Collateral Agent, for the benefit of the Lenders,
      a
      security interest in the Collateral (as such term is hereinafter defined),
      on
      the terms and conditions hereinafter set forth.

    


    2.4 The
      Lenders have appointed Michael Hartstein as Collateral Agent pursuant to that
      certain Collateral Agent Agreement dated at or about March 10, 2006 (“Collateral
      Agent Agreement”), among the Lenders and Collateral Agent.

    


    2.5 The
      following defined terms which are defined in the Uniform Commercial Code in
      effect in the State of New York on the date hereof are used herein as so
      defined: Accounts, Chattel Paper, Documents, Equipment, General Intangibles,
      Instruments, Inventory and Proceeds.

    


    3. Grant
      of General Security Interest in Collateral.

    


    3.1  As
      security for the Obligations of Debtors, each Debtor hereby grants the
      Collateral Agent, for the benefit of the Lenders, a security interest in the
      Collateral.

    


    3.2  “Collateral”
      shall mean all of the following property of Debtors:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (A) All
      now
      owned and hereafter acquired right, title and interest of Debtors in, to and
      in
      respect of all Accounts, Goods, real or personal property, all present and
      future books and records relating to the foregoing and all products and Proceeds
      of the foregoing, and as set forth below:

    


    (i) All
      now
      owned and hereafter acquired right, title and interest of Debtors in, to and
      in
      respect of all: Accounts, interests in goods represented by Accounts, returned,
      reclaimed or repossessed goods with respect thereto and rights as an unpaid
      vendor; contract rights; Chattel Paper; investment property; General Intangibles
      (including but not limited to, tax and duty claims and refunds, registered
      and
      unregistered patents, trademarks, service marks, certificates, copyrights,
      trade
      names, applications for the foregoing, trade secrets, goodwill, processes,
      drawings, blueprints, customer lists, licenses, whether as licensor or licensee,
      choses in action and other claims, and existing and future leasehold interests
      in equipment, real estate and fixtures); Documents; Instruments; letters of
      credit, bankers’ acceptances or guaranties; cash moneys, deposits; securities,
      bank accounts, deposit accounts, credits and other property now or hereafter
      owned or held in any capacity by Debtors, as well as agreements or property
      securing or relating to any of the items referred to above;

    


    (ii) Goods:
      All now
      owned and hereafter acquired right, title and interest of Debtors in, to and
      in
      respect of goods, including, but not limited to:

    


    (a) All
      Inventory, wherever located, whether now owned or hereafter acquired, of
      whatever kind, nature or description, including all raw materials,
      work-in-process, finished goods, and materials to be used or consumed in
      Debtors’ business; finished goods, timber cut or to be cut, oil, gas,
      hydrocarbons, and minerals extracted or to be extracted, and all names or marks
      affixed to or to be affixed thereto for purposes of selling same by the seller,
      manufacturer, lessor or licensor thereof and all Inventory which may be returned
      to any Debtor by its customers or repossessed by any Debtor and all of Debtors’
right, title and interest in and to the foregoing (including all of a Debtor’s
      rights as a seller of goods);

    


    (b) All
      Equipment and fixtures, wherever located, whether now owned or hereafter
      acquired, including, without limitation, all machinery, furniture and fixtures,
      and any and all additions, substitutions, replacements (including spare parts),
      and accessions thereof and thereto (including, but not limited to Debtors’
rights to acquire any of the foregoing, whether by exercise of a purchase option
      or otherwise);

    


    (iii) Property:
      All now
      owned and hereafter acquired right, title and interests of Debtors in, to and
      in
      respect of any other personal property in or upon which a Debtor has or may
      hereafter have a security interest, lien or right of setoff; 

    


    (iv) Books
      and Records:
      All
      present and future books and records relating to any of the above including,
      without limitation, all computer programs, printed output and computer readable
      data in the possession or control of the Debtors, any computer service bureau
      or
      other third party; and

    


    (v) Products
      and Proceeds:
      All
      products and Proceeds of the foregoing in whatever form and wherever located,
      including, without limitation, all insurance proceeds and all claims against
      third parties for loss or destruction of or damage to any of the
      foregoing.

    


    (B) All
      now
      owned and hereafter acquired right, title and interest of Debtors in, to and
      in
      respect of the following:

    


    (i) the
      shares of stock, partnership interests, member interests or other equity
      interests at any time and from time to time acquired by Debtors of any and
      all
      entities now or hereafter existing, (such entities, being hereinafter referred
      to collectively as the "Pledged Issuers" and individually as a "Pledged
      Issuer"), the certificates representing such shares, partnership interests,
      member interests or other interests, all options and other rights, contractual
      or otherwise, in respect thereof and all dividends, distributions, cash,
      instruments, investment property and other property from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of such shares, partnership interests, member interests or other
      interests;

     

    
      
         

      

      
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    (ii) all
      additional shares of stock, partnership interests, member interests or other
      equity interests from time to time acquired by Debtors, of any Pledged Issuer,
      the certificates representing such additional shares, all options and other
      rights, contractual or otherwise, in respect thereof and all dividends,
      distributions, cash, instruments, investment property and other property from
      time to time received, receivable or otherwise distributed in respect of or
      in
      exchange for any or all of such additional shares, interests or equity; and
      

    


    (iii) all
      security entitlements of Debtors in, and all Proceeds of any and all of the
      foregoing in each case, whether now owned or hereafter acquired by a Debtor
      and
      howsoever its interest therein may arise or appear (whether by ownership,
      security interest, lien, claim or otherwise).

    


    Notwithstanding
      anything to the contrary contained herein or any Transaction Document,
      Collateral shall not include any personal property which is, or at the time
      of a
      Debtor's acquisition thereof shall be subject to a purchase money mortgage
      or
      other purchase money lien or security interest, but only to the extent of the
      initial dollar amount such purchase money mortgage or lien.

    


    3.3 The
      Collateral Agent is hereby specifically authorized, after the Maturity Date
      (defined in the Debentures) accelerated or otherwise, or after an Event of
      Default (as defined herein) and the expiration of any applicable cure period,
      to
      transfer any Collateral into the name of the Collateral Agent and to take any
      and all action deemed advisable to the Collateral Agent to remove any transfer
      restrictions affecting the Collateral.

    


    4. Perfection
      of Security Interest.

    


    4.1 Each
      Debtor shall prepare, execute and deliver to the Collateral Agent UCC-1
      Financing Statements. The Collateral Agent is instructed to prepare and file
      at
      each Debtor’s cost and expense, financing statements in such jurisdictions
      deemed advisable to the Collateral Agent, including but not limited to the
      State
      of Delaware. The Financing Statements are deemed to have been filed for the
      benefit of the Collateral Agent and Lenders identified on Schedule A
      hereto.

    


    4.2 The
      Parent shall deliver to Collateral Agent promptly stock certificates
      representing all of the shares of outstanding capital stock of the Guarantor
      (the "Securities"). All such certificates shall be held by or on behalf of
      Collateral Agent pursuant hereto and shall be delivered in suitable form for
      transfer by delivery, or shall be accompanied by duly executed instruments
      of
      transfer or assignment or undated stock powers executed in blank, all in form
      and substance satisfactory to Collateral Agent. 

     

    4.3 
      All
      other certificates and instruments constituting Collateral from time to time
      required to be pledged to Collateral Agent pursuant to the terms hereof (the
      "Additional Collateral") shall be delivered to Collateral Agent promptly upon
      receipt thereof by or on behalf of Debtors. All such certificates and
      instruments shall be held by or on behalf of Collateral Agent pursuant hereto
      and shall be delivered in suitable form for transfer by delivery, or shall
      be
      accompanied by duly executed instruments of transfer or assignment or undated
      stock powers executed in blank, all in form and substance satisfactory to
      Collateral Agent. If any Collateral consists of uncertificated securities,
      unless the immediately following sentence is applicable thereto, Debtors shall
      cause Collateral Agent (or its custodian, nominee or other designee) to become
      the registered holder thereof, or cause each issuer of such securities to agree
      that it will comply with instructions originated by Collateral Agent with
      respect to such securities without further consent by Debtors. If any Collateral
      consists of security entitlements, Debtors shall transfer such security
      entitlements to Collateral Agent (or its custodian, nominee or other designee)
      or cause the applicable securities intermediary to agree that it will comply
      with entitlement orders by Collateral Agent without further consent by Debtors.
      

     

    
      
         

      

      
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    4.4 Within
      five (5) days after the receipt by a Debtor of any Additional Collateral, a
      Pledge Amendment, duly executed by such Debtor, in substantially the form of
      Annex I hereto (a "Pledge Amendment"), shall be delivered to Collateral Agent
      in
      respect of the Additional Collateral to be pledged pursuant to this Agreement.
      Each Debtor hereby authorizes Collateral Agent to attach each Pledge Amendment
      to this Agreement and agrees that all certificates or instruments listed on
      any
      Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder
      constitute Collateral.

     

    4.5 If
      Debtor
      shall receive, by virtue of Debtor being or having been an owner of any
      Collateral, any (i) stock certificate (including, without limitation, any
      certificate representing a stock dividend or distribution in connection with
      any
      increase or reduction of capital, reclassification, merger, consolidation,
      sale
      of assets, combination of shares, stock split, spin-off or split-off),
      promissory note or other instrument, (ii) option or right, whether as an
      addition to, substitution for, or in exchange for, any Collateral, or otherwise,
      (iii) dividends payable in cash (except such dividends permitted to be retained
      by Debtor pursuant to Section 5.1 hereof) or in securities or other property
      or
      (iv) dividends or other distributions in connection with a partial or total
      liquidation or dissolution or in connection with a reduction of capital, capital
      surplus or paid-in surplus, Debtor shall receive such stock certificate,
      promissory note, instrument, option, right, payment or distribution in trust
      for
      the benefit of Collateral Agent, shall segregate it from Debtor's other property
      and shall deliver it forthwith to Collateral Agent, in the exact form received,
      with any necessary endorsement and/or appropriate stock powers duly executed
      in
      blank, to be held by Collateral Agent as Collateral and as further collateral
      security for the Obligations.

    


    5. Distribution.

    


    5.1 So
      long
      as no Event of Default exists, Debtors shall be entitled to exercise all voting
      power and receive payments pertaining to any of the Collateral, provided such
      exercise is not contrary to the interests of the Lenders and does not impair
      the
      Collateral.

    


    5.2. At
      any
      time an Event of Default exists or has occurred, all rights of Debtors, upon
      notice given by Collateral Agent, to exercise the voting power and receive
      payments, which it would otherwise be entitled to pursuant to Section 5.1,
      shall
      cease and all such rights shall thereupon become vested in Collateral Agent,
      which shall thereupon have the sole right to exercise such voting power and
      receive such payments.

    


    5.3 All
      dividends, distributions, interest and other payments which are received by
      Debtors contrary to the provisions of Section 5.2 shall be received in trust
      for
      the benefit of Collateral Agent as security and Collateral for payment of the
      Obligations, shall be segregated from other funds of Debtors, and shall be
      forthwith paid over to Collateral Agent as Collateral in the exact form received
      with any necessary endorsement and/or appropriate stock powers duly executed
      in
      blank, to be held by Collateral Agent as Collateral and as further collateral
      security for the Obligations.

    


    6. Further
      Action By Debtors; Covenants and Warranties.

    


    6.1 Collateral
      Agent at all times shall have a perfected security interest in the Collateral,
      the Securities, and the Additional Collateral (the "Perfected Collateral").
      Each
      Debtor has and will continue to have full title to the Collateral free from
      any
      liens, leases, encumbrances, judgments or other claims. Collateral Agent's
      security interest in the Collateral constitutes and will continue to constitute
      a first, prior and indefeasible security interest in favor of Collateral Agent.
      Each Debtor will do all acts and things, and will execute and file all
      instruments (including, but not limited to, security agreements, financing
      statements, continuation statements, etc.) reasonably requested by Collateral
      Agent to establish, maintain and continue the perfected security interest of
      Collateral Agent in the Perfected Collateral, and will promptly on demand,
      pay
      all costs and expenses of filing and recording, including the costs of any
      searches reasonably deemed necessary by Collateral Agent from time to time
      to
      establish and determine the validity and the continuing priority of the security
      interest of Collateral Agent, and also pay all other claims and charges that,
      in
      the opinion of Collateral Agent, exercised in good faith, are reasonably likely
      to materially prejudice, imperil or otherwise affect the Collateral or
      Collateral Agent’s or Lenders’ security interests therein.

     

    
      
         

      

      
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    6.2 Other
      than in the ordinary course of business, for fair value and in cash, and except
      for Collateral which is substituted by assets of identical or greater value
      (with the consent of the Collateral Agent) or which has become obsolete or
      is of
      inconsequential value, each Debtor will not sell, transfer, assign or pledge
      those items of Collateral (or allow any such items to be sold, transferred,
      assigned or pledged), without the prior written consent of Collateral Agent
      other than a transfer of the Collateral to a wholly-owned subsidiary or to
      another Debtor on prior notice to Collateral Agent, and provided the Collateral
      remains subject to the security interest herein described. Although Proceeds
      of
      Collateral are covered by this Agreement, this shall not be construed to mean
      that Collateral Agent consents to any sale of the Collateral, except as provided
      herein. Sales of Collateral in the ordinary course of business shall be free
      of
      the security interest of Lenders and Collateral Agent and Lenders and Collateral
      Agent shall promptly execute such documents (including without limitation
      releases and termination statements) as may be required by Debtors to evidence
      or effectuate the same.

    


    6.3 Each
      Debtor will, at all reasonable times during regular business hours and upon
      reasonable notice, allow Collateral Agent or its representatives free and
      complete access to the Collateral and all of such Debtor's records which in
      any
      way relate to the Collateral, for such inspection and examination as Collateral
      Agent reasonably deems necessary.

    


    6.4 Each
      Debtor, at its sole cost and expense, will protect and defend this Security
      Agreement, all of the rights of Collateral Agent and Lenders hereunder, and
      the
      Collateral against the claims and demands of all other persons.

    


    6.5 Debtors
      will promptly notify Collateral Agent of any levy, distraint or other seizure
      by
      legal process or otherwise of any part of the Collateral, and of any threatened
      or filed claims or proceedings that are reasonably likely to affect or impair
      any of the rights of Collateral Agent under this Security Agreement in any
      material respect.

    


    6.6 Each
      Debtor, at its own expense, will obtain and maintain in force insurance policies
      covering losses or damage to those items of Collateral which constitute physical
      personal property, which insurance shall be of the types customarily insured
      against by companies in the same or similar business, similarly situated, in
      such amounts (with such deductible amounts) as is customary for such companies
      under the same or similar circumstances, similarly situated. Debtors shall
      make
      the Collateral Agent a loss payee thereon to the extent of its interest in
      the
      Collateral. Collateral Agent is hereby irrevocably (until the Obligations are
      paid in full) appointed each Debtor’s attorney-in-fact to endorse any check or
      draft that may be payable to such Debtor as proceeds of such insurance so that
      Collateral Agent may collect the proceeds payable for any loss under such
      insurance. The proceeds of such insurance, less any costs and expenses incurred
      or paid by Collateral Agent in the collection thereof, shall be applied either
      toward the cost of the repair or replacement of the items damaged or destroyed,
      or on account of any sums secured hereby, whether or not then due or
      payable.

    


    6.7 Collateral
      Agent may, at its option, and without any obligation to do so, pay, perform
      and
      discharge any and all amounts, costs, expenses and liabilities herein agreed
      to
      be paid or performed by Debtor.  Upon
      Debtor’s
      failure
      to do
      so,
      all
      amounts expended by Collateral Agent in so doing shall become part of the
      Obligations secured hereby, and shall be immediately due and payable by Debtor
      to Collateral Agent upon demand
      and
      shall
      bear interest at the lesser of 15% per annum or the highest legal amount from
      the dates of such expenditures until paid.

     

    
      
         

      

      
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    6.8 Upon
      the
      request of Collateral Agent, Debtors will furnish to Collateral Agent within
      five (5) business days thereafter, or to any proposed assignee of this Security
      Agreement, a written statement in form reasonably satisfactory to Collateral
      Agent, duly acknowledged, certifying the amount of the principal and interest
      and any other sum then owing under the Obligations, whether to its knowledge
      any
      claims, offsets or defenses exist against the Obligations or against this
      Security Agreement, or any of the terms and provisions of any other agreement
      of
      Debtors securing the Obligations. In connection with any assignment by
      Collateral Agent of this Security Agreement, each Debtor hereby agrees to cause
      the insurance policies required hereby to be carried by such Debtor, if any,
      to
      be endorsed in form satisfactory to Collateral Agent or to such assignee, with
      loss payable clauses in favor of such assignee, and to cause such endorsements
      to be delivered to Collateral Agent within ten (10) calendar days after request
      therefor by Collateral Agent.

    


    6.9 Each
      Debtor will, at its own expense, make, execute, endorse, acknowledge, file
      and/or deliver to the Collateral Agent from time to time such vouchers,
      invoices, schedules, confirmatory assignments, conveyances, financing
      statements, transfer endorsements, powers of attorney, certificates, reports
      and
      other reasonable assurances or instruments and take further steps relating
      to
      the Collateral and other property or rights covered by the security interest
      hereby granted, as the Collateral Agent may reasonably require to perfect its
      security interest hereunder.

    


    6.10 Debtors
      represent and warrant that they are the true and lawful exclusive owners of
      the
      Collateral, free and clear of any liens and encumbrances.

    


    6.11 Each
      Debtor hereby agrees not to divest itself of any right under the Collateral
      except as permitted herein absent prior written approval of the Collateral
      Agent, except to a subsidiary organized and located in the United States on
      prior notice to Collateral Agent provided the Collateral remains subject to
      the
      security interest herein described.

     

    6.12 Each
      Debtor shall cause each Subsidiary of such Debtor in existence on the date
      hereof and each Subsidiary not in existence on the date hereof to execute and
      deliver to Collateral Agent promptly and in any event within 10 days after
      the
      formation, acquisition or change in status thereof (A) a guaranty guaranteeing
      the Obligations and (B) if requested by Collateral Agent, a security and pledge
      agreement substantially in the form of this Agreement together with (x)
      certificates evidencing all of the capital stock of each Subsidiary of and
      any
      entity owned by such Subsidiary, (y) undated stock powers executed in blank
      with
      signatures guaranteed, and (z) such opinion of counsel and such approving
      certificate of such Subsidiary as Collateral Agent may reasonably request in
      respect of complying with any legend on any such certificate or any other matter
      relating to such shares and (C) such other agreements, instruments, approvals,
      legal opinions or other documents reasonably requested by Collateral Agent
      in
      order to create, perfect, establish the first priority of or otherwise protect
      any lien purported to be covered by any such pledge and security agreement
      or
      otherwise to effect the intent that all property and assets of such Subsidiary
      shall become Collateral for the Obligations. For purposes of this Agreement,
      “Subsidiary”
means,
      with respect to any entity at any date, any corporation, limited or general
      partnership, limited liability company, trust, estate, association, joint
      venture or other business entity) of which more than 50% of (A) the
      outstanding capital stock having (in the absence of contingencies) ordinary
      voting power to elect a majority of the board of directors or other managing
      body of such entity, (B) in the case of a partnership or limited liability
      company, the interest in the capital or profits of such partnership or limited
      liability company or (C) in the case of a trust, estate, association, joint
      venture or other entity, the beneficial interest in such trust, estate,
      association or other entity business is, at the time of determination, owned
      or
      controlled directly or indirectly through one or more intermediaries, by such
      entity. Annex
      I annexed hereto contains a list of all Subsidiaries of the Debtors as of the
      date of this Agreement.

     

    
      
         

      

      
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    7. Power
      of Attorney.

    


    At
      any
      time an Event of Default exists or has occurred, each Debtor hereby irrevocably
      constitutes and appoints the Collateral Agent as the true and lawful attorney
      of
      such Debtor, with full power of substitution, in the place and stead of such
      Debtor and in the name of such Debtor or otherwise, at any time or times, in
      the
      discretion of the Collateral Agent, to take any action and to execute any
      instrument or document which the Collateral Agent may deem necessary or
      advisable to accomplish the purposes of this Agreement. This power of attorney
      is coupled with an interest and is irrevocable until the Obligations are
      satisfied.

    


    8. Performance
      By The Collateral Agent.

    


    If
      a
      Debtor fails to perform any material covenant, agreement, duty or obligation
      of
      such Debtor under this Agreement, the Collateral Agent may, after any applicable
      cure period, at any time or times in its discretion, take action to effect
      performance of such obligation. All reasonable expenses of the Collateral Agent
      incurred in connection with the foregoing authorization shall be payable by
      Debtors as provided in Paragraph 12.1 hereof. No discretionary right, remedy
      or
      power granted to the Collateral Agent under any part of this Agreement shall
      be
      deemed to impose any obligation whatsoever on the Collateral Agent with respect
      thereto, such rights, remedies and powers being solely for the protection of
      the
      Collateral Agent.

    


    9. Event
      of Default.

    


    An
      event
      of default ("Event of Default") shall be deemed to have occurred hereunder
      upon
      the occurrence of any event of default as defined and described in this
      Agreement, in the Debentures, the Securities Purchase Agreement, and any other
      agreement to which Debtor and a Lender are parties. Upon and after any Event
      of
      Default, after the applicable cure period, if any, any or all of the Obligations
      shall become immediately due and payable at the option of the Collateral Agent,
      for the benefit of the Lenders, and the Collateral Agent may dispose of
      Collateral as provided below. A default by Debtor of any of its material
      obligations pursuant to this Agreement and any of the Transaction Documents
      (as
      defined in the Securities Purchase Agreement) shall be an Event of Default
      hereunder and an “Event of Default” as defined in the Debentures, and Securities
      Purchase Agreement.

    


    10. Disposition
      of Collateral.

    


    Upon
      and
      after any Event of Default which is then continuing,

    


    10.1 The
      Collateral Agent may exercise its rights with respect to each and every
      component of the Collateral, without regard to the existence of any other
      security or source of payment for the Obligations. In addition to other rights
      and remedies provided for herein or otherwise available to it, the Collateral
      Agent shall have all of the rights and remedies of a lender on default under
      the
      Uniform Commercial Code then in effect in the State of New York.

    


    10.2 If
      any
      notice to Debtors of the sale or other disposition of Collateral is required
      by
      then applicable law, five business (5) days prior written notice (which Debtors
      agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform
      Commercial Code) shall be given to Debtors of the time and place of any sale
      of
      Collateral which Debtors hereby agree may be by private sale. The rights granted
      in this Section are in addition to any and all rights available to Collateral
      Agent under the Uniform Commercial Code.

    


    10.3 The
      Collateral Agent is authorized, at any such sale, if the Collateral Agent deems
      it advisable to do so, in order to comply with any applicable securities laws,
      to restrict the prospective bidders or purchasers to persons who will represent
      and agree, among other things, that they are purchasing the Collateral for
      their
      own account for investment, and not with a view to the distribution or resale
      thereof, or otherwise to restrict such sale in such other manner as the
      Collateral Agent deems advisable to ensure such compliance. Sales made subject
      to such restrictions shall be deemed to have been made in a commercially
      reasonable manner.

     

    
      
         

      

      
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    10.4 All
      proceeds received by the Collateral Agent for the benefit of the Lenders in
      respect of any sale, collection or other enforcement or disposition of
      Collateral, shall be applied (after deduction of any amounts payable to the
      Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations
      pro
      rata among the Lenders in proportion to their interests in the Obligations.
      Upon
      payment in full of all Obligations, Debtors shall be entitled to the return
      of
      all Collateral, including cash, which has not been used or applied toward the
      payment of Obligations or used or applied to any and all costs or expenses
      of
      the Collateral Agent incurred in connection with the liquidation of the
      Collateral (unless another person is legally entitled thereto). Any assignment
      of Collateral by the Collateral Agent to Debtors shall be without representation
      or warranty of any nature whatsoever and wholly without recourse. To the extent
      allowed by law, each Lender may purchase the Collateral and pay for such
      purchase by offsetting up to such Lender’s pro rata portion of the purchase
      price with sums owed to such Lender by Debtors arising under the Obligations
      or
      any other source.

    


    11. Waiver
      of Automatic Stay.
      Debtor
      acknowledges and agrees that should a proceeding under any bankruptcy or
      insolvency law be commenced by or against Debtor, or if any of the Collateral
      should become the subject of any bankruptcy or insolvency proceeding, then
      the
      Collateral Agent should be entitled to, among other relief to which the
      Collateral Agent or Lenders may be entitled under the Note, Securities Purchase
      Agreement and any other agreement to which the Debtor, Lenders or Collateral
      Agent are parties, (collectively "Loan Documents") and/or applicable law, an
      order from the court granting immediate relief from the automatic stay pursuant
      to 11 U.S.C. Section 362 to permit the Collateral Agent to exercise all of
      its
      rights and remedies pursuant to the Loan Documents and/or applicable law. Debtor
      EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION
      362. FURTHERMORE, Debtor EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11
      U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE
      OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY,
      INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE COLLATERAL
      AGENT TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR
      APPLICABLE LAW. Debtor hereby consents to any motion for relief from stay which
      may be filed by the Collateral Agent in any bankruptcy or insolvency proceeding
      initiated by or against Debtor, and further agrees not to file any opposition
      to
      any motion for relief from stay filed by the Collateral Agent. Debtor
      represents, acknowledges and agrees that this provision is a specific and
      material aspect of this Agreement, and that the Collateral Agent would not
      agree
      to the terms of this Agreement if this waiver were not a part of this Agreement.
      Debtor further represents, acknowledges and agrees that this waiver is
      knowingly, intelligently and voluntarily made, that neither the Collateral
      Agent
      nor any person acting on behalf of the Collateral Agent has made any
      representations to induce this waiver, that Debtor has been represented (or
      has
      had the opportunity to be represented) in the signing of this Agreement and
      in
      the making of this waiver by independent legal counsel selected by Debtor and
      that Debtor has had the opportunity to discuss this waiver with counsel. Debtor
      further agrees that any bankruptcy or insolvency proceeding initiated by Debtor
      will only be brought in the Federal Court within the Southern District of New
      York.

    


    12. Miscellaneous.

    


    12.1 Expenses.
      Debtors
      shall pay to the Collateral Agent, on demand, the amount of any and all
      reasonable expenses, including, without limitation, attorneys' fees, legal
      expenses and brokers' fees, which the Collateral Agent may incur in connection
      with (a) sale, collection or other enforcement or disposition of Collateral;
      (b)
      exercise or enforcement of any of the rights, remedies or powers of the
      Collateral Agent hereunder or with respect to any or all of the Obligations
      upon
      breach or threatened breach; or (c) failure by Debtors to perform and observe
      any agreements of Debtors contained herein which are performed by the Collateral
      Agent.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    12.2 Waivers,
      Amendment and Remedies.
      No
      course of dealing by the Collateral Agent and no failure by the Collateral
      Agent
      to exercise, or delay by the Collateral Agent in exercising, any right, remedy
      or power hereunder shall operate as a waiver thereof, and no single or partial
      exercise thereof shall preclude any other or further exercise thereof or the
      exercise of any other right, remedy or power of the Collateral Agent. No
      amendment, modification or waiver of any provision of this Agreement and no
      consent to any departure by Debtors therefrom, shall, in any event, be effective
      unless contained in a writing signed by the Collateral Agent, and then such
      waiver or consent shall be effective only in the specific instance and for
      the
      specific purpose for which given. The rights, remedies and powers of the
      Collateral Agent, not only hereunder, but also under any instruments and
      agreements evidencing or securing the Obligations and under applicable law
      are
      cumulative, and may be exercised by the Collateral Agent from time to time
      in
      such order as the Collateral Agent may elect.

    


    12.3 Notices.
      All
      notices or other communications given or made hereunder shall be in writing
      and
      shall be personally delivered or deemed delivered the first business day after
      being faxed (provided that a copy is delivered by first class mail) to the
      party
      to receive the same at its address set forth below or to such other address
      as
      either party shall hereafter give to the other by notice duly made under this
      Section:

     

    

      
        	 	
                To
                  Debtors:

              	
                Aprecia
                  Inc.

              
	 	 	
                1065
                  Avenue of Americas

              
	 	 	
                New
                  York, NY 10018

              
	 	 	
                Fax:
                  (212) 930-9725

              
	 	 	 
	 	
                With
                  a copy by telecopier only to:

              
	 	 	 
	 	 	
                Sichenzia
                  Ross Friedman Ference LLP

              
	 	 	
                1065
                  Avenue of Americas

              
	 	 	
                New
                  York, NY 10018

              
	 	 	
                Attn:
                  Marc Ross, Esq.

              
	 	 	
                Fax:
                  (212) 930-9725

              
	 	 	 
	 	 	 
	 	
                To
                  Lenders:

              	
                To
                  the addresses and telecopier numbers set forth

              
	 	 	
                on
                  Schedule A

              
	 	 	 
	 	 	 
	 	
                To
                  the Collateral Agent:

              	
                Michael
                  Hartstein

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
                With
                  a copy by telecopier only to:

              
	 	 	 
	 	 	
                Grushko
                  & Mittman, P.C.

              
	 	 	
                551
                  Fifth Avenue, Suite 1601

              
	 	 	
                New
                  York, New York 10176

              
	 	 	
                Fax:
                  (212) 697-3575

              


      

    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
 

    Any
      party
      may change its address by written notice in accordance with this
      paragraph.

    


    12.4 Term;
      Binding Effect.
      This
      Agreement shall (a) remain in full force and effect until payment and
      satisfaction in full of all of the Obligations; (b) be binding upon each Debtor,
      and its successors and permitted assigns; and (c) inure to the benefit of the
      Collateral Agent, for the benefit of the Lenders and their respective successors
      and assigns. 

    


    12.5 Captions.
      The
      captions of Paragraphs, Articles and Sections in this Agreement have been
      included for convenience of reference only, and shall not define or limit the
      provisions hereof and have no legal or other significance
      whatsoever.

    


    12.6 Governing
      Law; Venue; Severability.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without
      regard to conflicts
      of laws principles
      that
      would result in the application of the substantive laws of another
      jurisdiction,
      except
      to the extent that the perfection of the security interest granted hereby in
      respect of any item of Collateral may be governed by the law of another
      jurisdiction. Any legal action or proceeding against a Debtor with respect
      to
      this Agreement may be brought in the courts in the State of New York or of
      the
      United
      States for the Southern District of New York, and, by execution and delivery
      of
      this Agreement, each Debtor hereby irrevocably accepts for itself and in respect
      of its property, generally and unconditionally, the jurisdiction of the
      aforesaid courts. Each Debtor hereby irrevocably waives any objection which
      they
      may now or hereafter have to the laying of venue of any of the aforesaid actions
      or proceedings arising out of or in connection with this Agreement brought
      in
      the aforesaid courts and hereby further irrevocably waives and agrees not to
      plead or claim in any such court that any such action or proceeding brought
      in
      any such court has been brought in an inconvenient forum. If any provision
      of
      this Agreement, or the application thereof to any person or circumstance, is
      held invalid, such invalidity shall not affect any other provisions which can
      be
      given effect without the invalid provision or application, and to this end
      the
      provisions hereof shall be severable and the remaining, valid provisions shall
      remain of full force and effect.

    


    12.7 Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties and supersedes all other
      agreements and understandings, oral or written, with respect to the matters
      contained herein.

    


    12.8 Counterparts/Execution.
      This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.

    


    13. Intercreditor
      Terms.
      As
      between the Lenders, any distribution under paragraph 10.4 shall be made
      proportionately based upon the remaining principal amount (plus accrued and
      unpaid interest) to each as to the total amount then owed to the Lenders as
      a
      whole. The rights of each Lender hereunder are pari
      passu
      to the
      rights of the other Lenders hereunder. Any recovery hereunder shall be shared
      ratably among the Lenders according to the then remaining principal amount
      owed
      to each (plus accrued and unpaid interest) as to the total amount then owed
      to
      the Lenders as a whole. 

    


    14. Termination;
      Release.
      When
      the Obligations have been indefeasibly paid and performed in full or
      all
      outstanding Convertible Debentures have been converted to common stock pursuant
      to the terms of the Convertible Debentures and the Securities Purchase
      Agreements,
      this
      Agreement shall terminate, and the Collateral Agent, at the request and sole
      expense of the Debtors, will execute and deliver to the Debtors the proper
      instruments (including UCC termination statements) acknowledging the termination
      of the Security Agreement, and duly assign, transfer and deliver to the Debtors,
      without recourse, representation or warranty of any kind whatsoever, such of
      the
      Collateral, including, without limitation, Securities and any Additional
      Collateral, as may be in the possession of the Collateral Agent.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
 

    15. Collateral
      Agent.

    


    15.1 Collateral
      Agent Powers.
      The
      powers conferred on the Collateral Agent hereunder are solely to protect its
      interest (on behalf of the Lenders) in the Collateral and shall not impose
      any
      duty on it to exercise any such powers.

    


    15.2 Reasonable
      Care.
      The
      Collateral Agent is required to exercise reasonable care in the custody and
      preservation of any Collateral in its possession; provided, however, that the
      Collateral Agent shall be deemed to have exercised reasonable care in the
      custody and preservation of any of the Collateral if it takes such action for
      that purposes as any owner thereof reasonably requests in writing at times
      other
      than upon the occurrence and during the continuance of any Event of Default,
      but
      failure of the Collateral Agent, to comply with any such request at any time
      shall not in itself be deemed a failure to exercise reasonable
      care.

    
 

    


    [THIS
      SPACE INTENTIONALLY LEFT BLANK]

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


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

    
      


      
        	
                "DEBTOR"

              	
                "THE
                  COLLATERAL AGENT"

              
	
                APRECIA
                  INC.

              	
                MICHAEL
                  HARTSTEIN

              
	
                a
                  Delaware corporation

              	 
	 	 
	
                By:
                  /s/Isidore Sobkowski

              	
                /s/Michael
                  Hartstein

              
	
                Its:
                  Pres and CEO

              	 
	 	 
	
                “SUBSIDIARY”

              	
                “SUBSIDIARY”

              
	 	 
	 	 
	 	 
	
                By:
                  N/A_________________________________

              	
                By:
                  N/A __________________________________

              
	
                Its:
                  _____________________________________

              	
                Its:
                  ______________________________________

              


      

      


      


      APPROVED
        BY “LENDERS”:

       

      
        	
                /s/Konrad
                  Ackerman

              	
                /s/Carl
                  Jacobsohn and John Elliot

              
	
                ALPHA
                  CAPITAL AKTIENGESELLSCHAFT

              	
                DOUBLE
                  U MASTER FUND L.P.

              
	 	 
	 	 
	 	 
	
                /s/David
                  Rosenbaum

              	
                /s/M.
                  Lipskin

              
	TOBANNA
                ENTERPRISES CORP.	CMS
                CAPITAL


      

       

    

    
 

    This
      Security Agreement may be signed by facsimile signature
      and

    delivered
      by confirmed facsimile transmission.

     

    
      
         

      

      
        12