optimizerx_s1-ex1007.htm


    EXHIBIT
10.7

     

    GUARANTOR
SECURITY AGREEMENT

     

    THIS
GUARANTOR SECURITY AGREEMENT (this “Security Agreement”)
is made as of September 5, 2008, by and between OptimizeRx Corporation, a
Michigan corporation (“Debtor”), and Vicis
Capital Master Fund (“Vicis”), a sub-trust
of Vicis Capital Series Master Trust, a unit trust organized and existing under
the laws of the Cayman Islands.

     

    
      R E C I T A L
S

    

     

    WHEREAS,
Debtor is a wholly owned subsidiary of OptimizeRx, a Nevada corporation (“Issuer”).

     

    WHEREAS,
pursuant to a Securities Purchase Agreement of even date herewith by and between
Vicis and Issuer (as amended or modified from time to time, the “Purchase Agreement”),
Issuer has issued $3,500,000 in shares of the Issuer’s Series A Convertible
Preferred Stock, par value $.001 per share (the “Preferred Shares”),
to Vicis

     

    WHEREAS,
it is a condition precedent to Vicis’s acquisition of the Preferred Shares that
the Debtor execute and deliver to Vicis a security agreement in the form hereof
to secure its obligations, covenants and agreements contained in its Guaranty,
dated of even date herewith, in favor of Vicis.

     

    WHEREAS,
this is the Guarantor Security Agreement referred to in the Purchase
Agreement.

     

    NOW,
THEREFORE, in consideration of the recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Guarantor hereby agrees with Vicis as follows:

     

    ARTICLE
I

    DEFINITIONS

     

    Capitalized
terms not defined herein shall have the meaning given to them in the Purchase
Agreement.  Capitalized terms not otherwise defined herein and defined
in the UCC shall have, unless the context otherwise requires, the meanings set
forth in the UCC as in effect on the date hereof (except that the term “document” shall only
have the meaning set forth in the UCC for purposes of clause (d) of the
definition of Collateral), the recitals and as follows:

     

    1.1    Accounts.  “Accounts”
shall mean all accounts, including without limitation all rights to payment for
goods sold or services rendered that are not evidenced by instruments or chattel
paper, whether or not earned by performance, and any associated rights
thereto.

     

    1.2    Collateral.  “Collateral”
shall mean, subject to any limitations or qualifications set forth in this
definition or in Section 2.1 hereof, all personal properties and assets of
Debtor, wherever located, whether tangible or intangible, and whether now owned
or hereafter acquired or arising, including without limitation:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)    all
Inventory and documents relating to Inventory;

     

    (b)    all
Accounts and documents relating to Accounts;

     

    (c)    all
equipment, fixtures and other goods, including without limitation machinery,
furniture and trade fixtures;

     

    (d)    all
general intangibles (including without limitation, software, customer lists,
sales records and other business records, and licenses, permits, franchises,
patents, copyrights, trademarks, and goodwill of the business in which the
trademark is used, trade names, or rights to any of the foregoing), promissory
notes, chattel paper, documents, letter-of-credit rights and
instruments;

     

    (e)    all motor
vehicles;

     

    (f)    (i) all
deposit accounts and (ii) all cash and cash equivalents deposited with or
delivered to Vicis from time to time and pledged as additional security for the
Obligations;

     

    (g)    all
investment property;

     

    (h)    all
commercial tort claims; and

     

    (i)    all
additions and accessions to, all spare and repair parts, special tools,
equipment and replacements for, and all supporting obligations, proceeds and
products of, any and all of the foregoing assets described in Sections (a)
through (h), inclusive, above.

     

    Notwithstanding
the foregoing, “Collateral” shall not include and expressly excludes (i) any
general intangibles or other rights arising under any contracts, instruments,
licenses or other documents to the extent that the grant of a lien or the
Security Interest therein would (A) result in a breach of the terms of, or
constitute a default under, such contract, instrument, license, agreement or
other document (other than to the extent that any such term would be rendered
ineffective pursuant to Section 9-406, 9-407 or 9-408 of the UCC or any
successor provision of the UCC of any relevant jurisdiction or other applicable
law) or (B) give any other party to such contract, instrument, license or other
document the right to terminate its obligations thereunder pursuant to a valid
and enforceable provision (including without limitation in connection with the
operation of Section 9-406, 9-407 or 9-408 of the UCC or any other applicable
law), (ii) any personal property (including motor vehicles) in respect of which
perfection of a lien or security interest is not either (A) governed by the UCC
or (B) accomplished by appropriate evidence of the lien being recorded in the
United States Copyright Office or the United States Patent and Trademark Office,
(iii) any property subject to any pledge agreement, (iv) any Accounts and
documents relating to Accounts; or (v) any payment intangibles, contract rights
and causes of action.

     

    1.3    Event of
Default. “Event of Default” shall have the meaning specified in the
Purchase Agreement.

     

    
      
        
        

      

      
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    1.4    Inventory.  “Inventory”
shall mean all inventory, including without limitation all goods held for sale,
lease or demonstration or to be furnished under contracts of service, goods
leased to others, trade-ins and repossessions, raw materials, work in process
and materials used or consumed in Debtor’s business, including, without
limitation, goods in transit, wheresoever located, whether now owned or
hereafter acquired by Debtor, and shall include such property the sale or other
disposition of which has given rise to Accounts and which has been returned to
or repossessed or stopped in transit by Debtor.

     

    1.5    Obligations.  “Obligations”
shall mean all debts, liabilities, obligations, covenants and agreements of
Debtor contained in the Guaranty, dated of even date herewith, by Debtor in
favor of Vicis.

     

    1.6    Person.  “Person”
shall mean and include an individual, partnership, corporation, trust,
unincorporated association and any unit, department or agency of
government.

     

    1.7    Security
Agreement.  “Security Agreement” shall mean this Guarantor
Security Agreement, together with the schedules attached hereto, as the same may
be amended, supplemented or otherwise modified from time to time in accordance
with the terms hereof.

     

    1.8    Security
Interest.  “Security Interest” shall mean the security interest
of Vicis in the Collateral granted by Debtor pursuant to this Security
Agreement.

     

    1.9    UCC.  “UCC”
shall mean the Uniform Commercial Code as adopted in Michigan and in effect from
time to time.

     

    ARTICLE
II

    THE
SECURITY INTEREST; REPRESENTATIONS AND WARRANTIES

     

    2.1    The Security
Interest.

     

    (a)    To secure the
full and complete payment and performance when due (whether at stated maturity,
by acceleration, or otherwise) of each of the Obligations, Debtor hereby grants
to Vicis, subject to Section 2.1(b) hereof, a second-priority, subordinated
security interest in all of Debtor’s right, title and interest in and to the
Collateral.

     

    (b)    Notwithstanding
Section 2.1(a) above, Vicis hereby agrees that, in the event that Debtor and/or
any of its subsidiaries should incur any Permitted Senior Indebtedness in
accordance with the terms of the Securities Purchase Agreement, Vicis, at the
option or discretion of the lender extending the financing facility underlying
the Permitted Senior Indebtedness, promptly will release or expressly
subordinate to such lender Vicis’ Security Interest, if any, in Accounts,
security interests in client assets, loan documents, reserve accounts and the
proceeds thereof, in each case to the extent that any of the foregoing secures
Debtor’s or any of its subsidiaries’ obligations under any Permitted Senior
Indebtedness.

     

    2.2    Representations and
Warranties.  Debtor hereby represents and warrants to Vicis
that:

     

    
      
        
        

      

      
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    (a)    The
records of Debtor with respect to the Collateral are presently located only at
the address(es) listed on Schedule 1 attached
to this Security Agreement.

     

    (b)    The
Collateral is presently located only at the location(s) listed on Schedule 1
attached to this Security Agreement.

     

    (c)    The chief
executive office and chief place(s) of business of Debtor are presently located
at the address(es) listed on Schedule 1 to this
Security Agreement.

     

    (d)    Debtor is
a Michigan corporation, and its exact legal name is set forth in the definition
of “Debtor” in the introductory paragraph of this Security
Agreement.  The organization identification number of Debtor is listed
on Schedule 1
to this Security Agreement.

     

    (e)    All of
Debtor’s present patents and trademarks, if any, including those that have been
registered with, or for which an application for registration has been filed in,
the United States Patent and Trademark Office are listed on Schedule 2 attached
to this Security Agreement.  All of Debtor’s present copyrights
registered with, or for which an application for registration has been filed in,
the United States Copyright Office or any similar office or agency of any state
or any other country are listed on Schedule 2 attached
to this Security Agreement.

     

    (f)    Debtor
has good title to, or valid leasehold interest in, all of the Collateral, and
there are no Liens on any of the Collateral except Permitted Liens.

     

    2.3    Authorization to File
Financing Statements.  Debtor hereby irrevocably authorizes
Vicis at any time and from time to time to file in any UCC jurisdiction any
initial financing statements and amendments thereto that contain any information
required by part 5 of Article 9 of the UCC for the sufficiency of filing office
acceptance of any financing statement or amendment, including whether Debtor is
an organization, the type of organization and any state or federal organization
identification number issued to Debtor.  Debtor agrees to furnish any
such information to Vicis promptly upon written request.

     

    ARTICLE
III

    AGREEMENTS
OF DEBTOR

     

    From and
after the date of this Security Agreement, and until all of the Obligations are
paid in full, Debtor shall:

     

    3.1    Sale of
Collateral.  Not sell, lease, transfer or otherwise dispose of
Collateral or any interest therein, except as provided for in the Securities
Purchase Agreement and for sales of Inventory in the ordinary course of
business.

     

    3.2    Maintenance of Security
Interest.

     

    (a)    At the
expense of Debtor, defend the Security Interest against any and all claims of
any Person adverse to Vicis (but only to the extent the claim of such adverse
Person is subordinate or junior to the interest of Vicis) and take such action
and execute such financing statements and other documents as Vicis may from time
to time reasonably request in writing to maintain the perfected status of the
Security Interest.  Debtor shall not further encumber or grant a
security interest in any of the Collateral except as provided for in the
Securities Purchase Agreement.

     

    
      
        
        

      

      
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    (b)    Debtor
further agrees to take any other commercially reasonable action reasonably
requested in writing by Vicis to ensure the attachment, perfection and second
priority of, and the ability of Vicis to enforce its security interest in any
and all of the Collateral including, without limitation, (i) executing,
delivering and, where appropriate, filing financing statements and amendments
relating thereto under the UCC, to the extent, if any, that Debtor’s signature
thereon is required therefor, (ii) complying with any provision of any statute,
regulation or treaty of the United States as to any Collateral if compliance
with such provision is a condition to attachment, perfection or priority of, or
ability of Vicis to enforce, its security interest in such Collateral, (iii)
taking all actions required by any earlier versions of the UCC (to the extent
applicable) or by other law, as applicable in any relevant UCC jurisdiction, or
by other law as applicable in any foreign jurisdiction, and (iv) obtaining
waivers from landlords where any material portion of the tangible Collateral is
located in form and substance reasonably satisfactory to Vicis.

     

    3.3    Locations.  Give
Vicis at least thirty (30) days prior written notice of Debtor’s intention to
relocate the tangible Collateral (other than Inventory in transit) or any of the
records relating to the Collateral from the locations listed on Schedule 1 attached
to this Security Agreement, in which event Schedule 1 shall be
deemed amended to include the new location.  Any additional filings or
refilings requested in writing by Vicis as a result of any such relocation in
order to maintain the Security Interest in such Collateral shall be at Debtor’s
expense.

     

    3.4    Insurance.  Maintain
insurance (including, without limitation, commercial general liability and
property insurance) with respect to the Collateral consisting of tangible
personal property in such amounts, against such risks, in such form and with
responsible and reputable insurance companies or associations as is required by
any governmental authority having jurisdiction with respect thereto or as is
carried generally in accordance with sound business practice by companies in
similar businesses similarly situated.  Debtor will obtain lender’s
loss payable endorsements on applicable insurance policies in favor of Vicis and
will provide to Vicis certificates of such insurance or copies thereof. Debtor
shall use commercially reasonable efforts to cause each insurer to agree, by
endorsement on the policy or policies or certificates of insurance issued by it
or by independent instrument furnished to Vicis, that such insurer will give
thirty (30) days written notice to Vicis before such policy will be altered or
canceled. No settlement of any insurance claim shall be made without Vicis’s
prior consent, which consent will not be unreasonably withheld, conditioned or
delayed. In the event of any insured loss, Debtor shall promptly notify Vicis
thereof in writing, and, after an Event of Default shall have occurred and be
continuing, Debtor hereby authorizes and directs any insurer concerned to make
payment of such loss directly to Vicis as its interest may appear. Vicis is
authorized, in the name and on behalf of Debtor, to make proof of loss and to
adjust, compromise and collect, in such manner and amounts as it reasonably
shall determine, all claims under all policies; and Debtor agrees to sign, on
written demand of Vicis, all receipts, vouchers, releases and other instruments
which may be necessary in aid of this authorization. After an Event of Default
shall have occurred and be continuing, the proceeds of any insurance from loss,
theft, or damage to the Collateral shall be held in a segregated account
established by Vicis and disbursed and applied at the discretion of Vicis,
either in reduction of the Obligations or applied toward the repair, restoration
or replacement of the Collateral.

     

    
      
        
        

      

      
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    3.5    Name; Legal
Status.  (a) Without providing at least 30 days prior written
notice to Vicis, Debtor will not change its name, its place of business or, if
more than one, chief executive office, or its mailing address or organizational
identification number if it has one, (b) if Debtor does not have an
organizational identification number and later obtains one, Debtor shall
forthwith notify Vicis of such organizational identification number, and (c)
Debtor will not change its type of organization or jurisdiction of
organization.

     

    ARTICLE
IV

    RIGHTS
AND REMEDIES

     

    4.1    Right to
Cure.  In case of failure by Debtor after receipt of written
notice from Vicis to procure or maintain insurance, or to pay any fees,
assessments, charges or taxes (subject to Debtor’s right to contest in good
faith, such assessments, charges or taxes) arising with respect to the
Collateral, Vicis shall have the right, but shall not be obligated, to effect
such insurance or pay such fees, assessments, charges or taxes, as the case may
be, and, in that event, the cost thereof shall be payable by Debtor to Vicis
immediately upon demand, together with interest at an annual rate of 10% from
the date of disbursement by Vicis to the date of payment by
Debtor.  If Vicis effects any insurance on behalf of Debtor, Debtor
thereafter may cancel such insurance so effected after providing Vicis with
evidence that Debtor has obtained insurance as required by this Security
Agreement.

     

    4.2    Rights of
Parties.  Upon the occurrence and during the continuance of an
Event of Default, in addition to all the rights and remedies provided in the
Transaction Documents or in Article 9 of the UCC and any other applicable
law, Vicis may (but is under no obligation so to do):

     

    (a)    require
Debtor to assemble the Collateral at a place designated by Vicis, which is
reasonably convenient to the parties; and

     

    (b)    take
physical possession of Inventory and other tangible Collateral and of Debtor’s
records pertaining to all Collateral that are necessary to properly administer
and control the Collateral or the handling and collection of Collateral, and
sell, lease or otherwise dispose of the Collateral in a commercially reasonable
manner in whole or in part, at public or private sale, on or off the premises of
Debtor; and

     

    (c)    collect
any and all money due or to become due and enforce in Debtor’s name all rights
with respect to the Collateral; and

     

    (d)    settle,
adjust or compromise any dispute with respect to any Account; and

     

    (e)    receive
and open mail addressed to Debtor; and

     

    (f)    on behalf
of Debtor, endorse checks, notes, drafts, money orders, instruments or other
evidences of payment.

     

    
      
        
        

      

      
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    4.3    Power of
Attorney.  Upon the occurrence and during the continuance of an
Event of Default, Debtor does hereby constitute and appoint Vicis as Debtor’s
true and lawful attorney with full power of substitution for Debtor in Debtor’s
name, place and stead for the purposes of performing any obligation of Debtor
under this Security Agreement and taking any action and executing any instrument
which Vicis may deem necessary or advisable to perform any obligation of Debtor
under this Security Agreement, which appointment is irrevocable and coupled with
an interest, and shall not terminate until the Obligations are paid in
full.

     

    4.4    Right to Collect
Accounts.  Upon the occurrence and during the continuance of an
Event of Default, and without limiting Debtor’s obligations under the
Transaction Documents:  (a) Debtor authorizes Vicis to notify any and
all debtors on the Accounts to make payment directly to Vicis (or to such place
as Vicis may direct); (b) Debtor agrees, on written notice from Vicis, to
deliver to Vicis promptly after receipt thereof, in the form in which received
(together with all necessary endorsements), all payments received by Debtor on
account of any Account; and (c) Vicis may, at its option, apply all such
payments against the Obligations or remit all or part of such payments to
Debtor.

     

    4.5    Reasonable
Notice.  Written notice, when required by law, sent in
accordance with the provisions of Section 12.6 of the Securities Purchase
Agreement and given at least ten (10) calendar days (counting the day of
sending) before the date of a proposed disposition of the Collateral shall be
reasonable notice.

     

    4.6    Limitation on Duties
Regarding Collateral.  The sole duty of Vicis with respect to
the custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the UCC or otherwise, shall be to deal with
it in the same manner as Vicis deals with similar property for its own
account.  Neither Vicis nor any of its directors, officers, employees
or agents, shall be liable for failure to demand, collect or realize upon any of
the Collateral or for any delay in doing so or shall be under any obligation to
sell or otherwise dispose of any Collateral upon the request of Debtor or
otherwise.

     

    4.7    Lock Box; Collateral
Account.  This Section 4.7 shall be effective only upon the
occurrence and during the continuance of an Event of Default.  If
Vicis so requests in writing, Debtor will direct each of its debtors on the
Accounts to make payments due under the relevant Account or chattel paper
directly to a special lock box to be under the control of
Vicis.  Debtor hereby authorizes and directs Vicis to deposit into a
special collateral account to be established and maintained by Vicis all checks,
drafts and cash payments received in said lock box.  All deposits in
said collateral account shall constitute proceeds of Collateral and shall not
constitute payment of any Obligation until so applied.  At its option,
Vicis may, at any time, apply finally collected funds on deposit in said
collateral account to the payment of the Obligations, in the order of
application set forth in Section 4.8, or
permit Debtor to withdraw all or any part of the balance on deposit in said
collateral account.  If a collateral account is so established, Debtor
agrees that it will promptly deliver to Vicis, for deposit into said collateral
account, all payments on Accounts and chattel paper received by
it.  All such payments shall be delivered to Vicis in the form
received (except for Debtor’s endorsement where necessary).  Until so
deposited, all payments on Accounts and chattel paper received by Debtor shall
be held in trust by Debtor for and as the property of Vicis and shall not be
commingled with any funds or property of Debtor.

     

    
      
        
        

      

      
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    4.8    Application of
Proceeds.  Vicis shall apply the proceeds resulting from any
sale or disposition of the Collateral in the following order:

     

    (a)    to the
reasonable costs of any sale or other disposition;

     

    (b)    to the
reasonable expenses incurred by Vicis in connection with any sale or other
disposition, including attorneys’ fees;

     

    (c)    to the
payment of the Obligations then due and owing in any order selected by Vicis in
a commercially reasonable manner; and

     

    (d)    to
Debtor.

     

    4.9    Other
Remedies.  No remedy herein conferred upon Vicis is intended to
be exclusive of any other remedy, and each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this
Security Agreement and the Transaction Documents now or hereafter existing at
law or in equity or by statute or otherwise.  No failure or delay on
the part of Vicis in exercising any right or remedy hereunder shall operate as a
waiver thereof nor shall any single or partial exercise of any right hereunder
preclude other or further exercise thereof or the exercise of any other right or
remedy.

     

    ARTICLE
V

    MISCELLANEOUS

     

    5.1    Expenses and Attorneys’
Fees.  Debtor shall pay all fees and expenses incurred by
Vicis, including the reasonable fees of counsel, in connection with the
preparation, administration and amendment of this Security Agreement and the
protection, administration and enforcement of the rights of Vicis under this
Security Agreement or with respect to the Collateral, including without
limitation the protection and enforcement of such rights in any
bankruptcy.

     

    5.2    Setoff.  Debtor
agrees that, upon the occurrence and during the continuance of an Event of
Default, Vicis shall have all rights of setoff and bankers’ lien provided by
applicable law.

     

    5.3    Assignability;
Successors.  Debtor’s rights and liabilities under this
Security Agreement are not assignable or delegable, in whole or in part, without
the prior written consent of Vicis.  The provisions of this Security
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the parties.

     

    5.4    Survival.  All
agreements, representations and warranties made in this Security Agreement or in
any document delivered pursuant to this Security Agreement shall survive the
execution and delivery of this Security Agreement, and the delivery of any such
document.

     

    5.5    Governing
Law.  This Security Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of Florida
applicable to contracts made and wholly performed within such
state.

     

    
      
        
        

      

      
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    5.6    Execution;
Headings.  This Security Agreement may be executed in two or
more counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile
signature page were an original thereof.  The article and section
headings in this Security Agreement are inserted for convenience of reference
only and shall not constitute a part hereof.

     

    5.7    Notices.  All
communications or notices required or permitted by this Security Agreement shall
be given to Debtor (to be delivered care of Issuer) in accordance with Section
12.6 of the Purchase Agreement.

     

    5.8    Amendment.  No
amendment of this Security Agreement shall be effective unless in writing and
signed by Debtor and Vicis.

     

    5.9    Severability.  Any
provision of this Security Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Security Agreement in such jurisdiction or affecting the
validity or enforceability of any provision in any other
jurisdiction.

     

    5.10   WAIVER OF RIGHT TO JURY
TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF ANY CONTROVERSY THAT MAY ARISE UNDER THIS SECURITY
AGREEMENT.

     

    5.11   Submission to
Jurisdiction.

     

     (a)    EACH OF THE
PARTIES TO THIS SECURITY AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED
THE STATE OF FLORIDA FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS SECURITY AGREEMENT.  EACH OF THE PARTIES TO THIS
SECURITY AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION THAT SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
VENUE OF ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURTS AND ANY CLAIM THAT ANY
SUCH PROCEEDING BROUGHT IN ANY SUCH COURTS HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

     

     (b)    EACH OF THE
PARTIES TO THIS SECURITY AGREEMENT HEREBY CONSENTS TO SERVICE OF PROCESS BY
NOTICE IN THE MANNER SPECIFIED IN SECTION 12.6 OF THE PURCHASE AGREEMENT
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
SUCH PARTY MAY NOW OR HEREAFTER HAVE TO SERVICE OF PROCESS IN SUCH
MANNER.  DEBTOR AGREES THAT SERVICE OF PROCESS MAY BE DELIVERED CARE
OF ISSUER.

    


    (signature
page follows)

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, this Guarantor Security Agreement has been executed as of the
day and year first above written.

     

    
    

     

    
      	 	

              OPTIMIZERX
      CORPORATION

               

              By:_____________________________

              Name: David
      Harrell

              Title: Chief
      Executive Officer

               

              


              VICIS
      CAPITAL MASTER FUND

              By:
      Vicis Capital LLC

               

              By:_____________________________

              Name:
      Chris Phillips

              Title:
      Managing Director

            


    

     

     

     

     

     

    Signature Page to Security
Agreement

     

    
      
        
        

      

      
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    SCHEDULE
1 TO SECURITY AGREEMENT

     

    Locations
of Collateral

     

    Organizational
ID:      

    


    


    


    Address
of Debtor’s records of Collateral and chief executive office:

     

    407 Sixth Street, Rochester,
MI 48307

    


    Collateral
Locations:

     

    
      
        
        

      

      
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SCHEDULE 2 TO SECURITY
AGREEMENT

     

    Intellectual
Property

     

    Organizational
ID:

    


    


    Patents

    


    None

    


    Trademarks

    


    None

    


    Copyrights

    


    None


     

     

     

    12