IPS Agreement between C-Acquisition and Bridge Bank


    INTELLECTUAL
      PROPERTY SECURITY AGREEMENT

     

    This
      Intellectual Property Security Agreement is entered into as of January 3, 2007
      by and between BRIDGE BANK, N.A. (“Bank”)
      and C
      ACQUISITION CORP., a Delaware corporation (“Grantor”).

     

    Recitals

     

    A. Bank
      has
      agreed to make certain advances of money and to extend certain financial
      accommodations to Grantor (the “Loans”) in the amounts and manner set forth in
      that certain Loan and Security Agreement by and among Bank, Accurel Systems
      International Corporation (“Accurel”), Grantor, and Implant Sciences Corporation
      (“Implant”) (each of Accurel, Grantor, and Implant are individually referred to
      herein as a “Borrower” and collectively, the “Borrowers”) dated of even date
      herewith (as the same may be amended, modified or supplemented from time to
      time, the “Loan Agreement”; capitalized terms used herein are used as defined in
      the Loan Agreement). Bank is willing to make the Loans to Borrowers, but only
      upon the condition, among others, that Grantor shall grant to Bank a security
      interest in certain Copyrights, Trademarks and Patents to secure the obligations
      of Borrowers under the Loan Agreement.

     

    B. Pursuant
      to the terms of the Loan Agreement, Grantor has granted to Bank a security
      interest in all of Grantor’s right, title and interest, whether presently
      existing or hereafter acquired, in, to and under all of the
      Collateral.

     

    Now,
      Therefore, for
      good
      and valuable consideration, receipt of which is hereby acknowledged, and
      intending to be legally bound, as collateral security for the prompt and
      complete payment when due of its obligations under the Loan Agreement and all
      other agreements now existing or hereafter arising between Borrowers and Bank,
      Grantor hereby represents, warrants, covenants and agrees as
      follows:

     

    Agreement

     

    To
      secure
      its obligations under the Loan Agreement and under any other agreement now
      existing or hereafter arising between Grantor and Bank, Grantor grants and
      pledges to Bank a security interest in all of Grantor’s right, title and
      interest in, to and under its Intellectual Property Collateral (including
      without limitation those Copyrights, Patents and Trademarks listed on Exhibits
      A, B and C hereto), and including without limitation all proceeds thereof (such
      as, by way of example but not by way of limitation, license royalties and
      proceeds of infringement suits), the right to sue for past, present and future
      infringements, all rights corresponding thereto throughout the world and all
      re-issues, divisions continuations, renewals, extensions and
      continuations-in-part thereof.

     

    This
      security interest is granted in conjunction with the security interest granted
      to Bank under the Loan Agreement. The rights and remedies of Bank with respect
      to the security interest granted hereby are in addition to those set forth
      in
      the Loan Agreement and the other Loan Documents, and those which are now or
      hereafter available to Bank as a matter of law or equity. Each right, power
      and
      remedy of Bank provided for herein or in the Loan Agreement or any of the Loan
      Documents, or now or hereafter existing at law or in equity shall be cumulative
      and concurrent and shall be in addition to every right, power or remedy provided
      for herein and the exercise by Bank of any one or more of the rights, powers
      or
      remedies provided for in this Intellectual Property Security Agreement, the
      Loan
      Agreement or any of the other Loan Documents, or now or hereafter existing
      at
      law or in equity, shall not preclude the simultaneous or later exercise by
      any
      person, including Bank, of any or all other rights, powers or
      remedies.

     

    Grantor
      represents and warrants that Exhibits A, B, and C attached hereto set forth
      any
      and all intellectual property rights in connection to which Grantor has
      registered or filed an application with either the United States Patent and
      Trademark Office or the United States Copyright Office, as
      applicable.

     

    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute the same
      instrument.

     

    In
      Witness Whereof, the
      parties have caused this Intellectual Property Security Agreement to be duly
      executed by its officers thereunto duly authorized as of the first date written
      above.

     

    Grantor:

     

    
      	
              Address
                of Grantor:

            	
              C
                ACQUISITION CORP.

            


    

     

    107
      Audubon Road, #5  By: 

    Wakefield,
      MA 01880

    Title: 

    Attn:
      Anthony Armini

     

    


     

    Bank:

     

    
      	
              Address
                of Bank:

            	 	
              BRIDGE
                BANK, N.A.

            


    

     

    55
      Almaden Blvd.  By: 

    San
      Jose,
      CA 95113

    Title:  

    Attention:
      Mike Lederman

    



    
      
        
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    EXHIBIT
      A

     

    Copyrights

     

    
      	
              Description

            	
              Registration

              Number

            	
              Registration
                Date

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    Patents

     

    
      	
              Description

            	
              Patent/
                Serial 

              Number

            	
              Issue
                / Application Date

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    Trademarks

     

    
      	
              Description

            	
              Registration/
                Application

              Number

            	
              Registration/
                Application Date