SECURITY
      AGREEMENT

    


    This
      SECURITY
      AGREEMENT dated
      as
      of October 3, 2008 (the “Security
      Agreement”),
      is
      executed by and between ISI
      SECURITY GROUP, INC.,
      a
      Delaware corporation (f/k/a ISI DETENTION CONTRACTING GROUP, INC.)
      (“Borrower”),
      DETENTION
      CONTRACTING GROUP, LTD,
      a Texas
      limited partnership, ISI
      DETENTION CONTRACTING GROUP, INC.,
      a Texas
      corporation, ISI
      DETENTION CONTRACTING GROUP, INC.,
      a
      California corporation, ISI
      DETENTION CONTRACTING GROUP, INC.,
      a New
      Mexico corporation, ISI
      DETENTION SYSTEMS, INC.,
      a Texas
      corporation, ISI
      SYSTEMS, LTD.,
      a Texas
      limited partnership, METROPLEX
      CONTROL SYSTEMS, INC.,
      a Texas
      corporation, ISI
      CONTROLS, LTD.,
      a Texas
      limited partnership, METROPLEX
      COMMERCIAL FIRE AND SECURITY ALARMS, INC.,
      a Texas
      corporation and MCFSA,
      LTD.,
      a Texas
      limited partnership, COM-TEC
      SECURITY, LLC,
      a
      Wisconsin limited liability company, and COM-TEC
      CALIFORNIA LIMITED PARTNERSHIP,
      a
      limited partnership (collectively, the “Guarantors”),
      which
      have their chief executive located at 12903 Delivery Drive, San Antonio,
      Texas 78247, and THE
      PRIVATEBANK AND TRUST COMPANY,
      an
      Illinois banking corporation (the “Bank”),
      whose
      address is 70 W. Madison, 2nd
      Floor,
      Chicago, Illinois 60602 (the Borrower and the Guarantors are collectively
      referred to herein as the “Debtor”).

     

    RECITALS:

    


    A. ISI
      Security Group, Inc., a Delaware corporation (“Borrower”)
      and
      Bank have entered into that certain Loan and Security Agreement of even date
      herewith (the “Loan
      Agreement”),
      pursuant to which the Bank has agreed to make two (2) revolving loans and a
      term
      loan in the original aggregate amount of twenty-five million and no/100 dollars
      ($25,000,000.00) (the “Loans”).
      

     

    B. As
      a
      condition to the Bank’s loaning funds or providing new additional financial
      accommodations to the Borrower, the Bank requires that the Debtor enter into
      this Security Agreement in order to secure the obligations and performance
      of
      the Borrower under such loans or financial accommodations.

     

    NOW
      THEREFORE, in consideration of the premises, and the mutual covenants and
      agreements set forth herein, the Debtor and the Bank hereby agree as
      follows:

     

    AGREEMENT:

    


    Section
      1. DEFINITIONS.

     

    1.1 Defined
      Terms.
      For the
      purposes of this Security Agreement, in addition to the definitions included
      in
      the Preamble and Recitals above, the following capitalized words and phrases
      shall have the meanings set forth below. In addition, any additional defined
      terms used herein shall have the meaning ascribed to them in the Loan
      Agreement.

     

    “Affiliate”
of
      the
      Bank shall mean (a) any entity which, directly or indirectly, controls or
      is controlled by or is under common control with the Bank, and (b) any
      entity administered or managed by the Bank, or an Affiliate or investment
      advisor thereof and which is engaged in making, purchasing, holding or otherwise
      investing in commercial loans. An entity shall be deemed to be “controlled by”
another entity if such other entity possesses, directly or indirectly, power
      to
      direct or cause the direction of the management and policies of such entity
      whether by contract, ownership of voting securities, membership interests or
      otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Bank
      Product Agreements”
shall
      mean those certain cash management service agreements entered into from time
      to
      time by an Obligor or any Subsidiary with the Bank or any Affiliate of the
      Bank
      concerning Bank Products.

     

    “Bank
      Product Obligations”
shall
      mean all obligations, liabilities, contingent reimbursement obligations, fees,
      and expenses owing by an Obligor or any Subsidiary to the Bank or any Affiliate
      of the Bank pursuant to or evidenced by the Bank Product Agreements and
      irrespective of whether for the payment of money, whether direct or indirect,
      absolute or contingent, due or to become due, now existing or hereafter
      arising.

     

    “Bank
      Products”
shall
      mean any service or facility extended to an Obligor or any Subsidiary by the
      Bank or any Affiliate of the Bank, including: (a) credit cards,
      (b) credit card processing services, (c) debit cards,
      (d) purchase cards, (e) cash management, including controlled
      disbursement, accounts or services, or (f) Hedging Agreements.

     

    “Bankruptcy
      Code”
shall
      mean the United States Bankruptcy Code, as now existing or hereafter
      amended.

     

    “Borrower”
shall
      have the meaning set forth in Recital A
      hereof.
      The Borrower may be the same Person as the Debtor.

     

    “Business
      Day”
shall
      mean any day other than a Saturday, Sunday or a legal holiday on which banks
      are
      authorized or required to be closed for the conduct of commercial banking
      business in Chicago, Illinois.

     

    “Capital
      Lease”
shall
      mean, as to any Person, a lease of any interest in any kind of property or
      asset, whether real, personal or mixed, or tangible or intangible, by such
      Person, as lessee, that is, or should be, in accordance with Financial
      Accounting Standards Board Statement No. 13, as amended from time to time,
      or, if such statement is not then in effect, such statement of GAAP as may
      be
      applicable, recorded as a “capital lease” on the financial statements of such
      Person prepared in accordance with GAAP.

     

    “Capital
      Securities”
shall
      mean, with respect to any Person, all shares, interests, participations or
      other
      equivalents (however designated, whether voting or non-voting) of such Person’s
      capital, whether now outstanding or issued or acquired after the date hereof,
      including common shares, preferred shares, membership interests in a limited
      liability company, limited or general partnership interests in a partnership
      or
      any other equivalent of such ownership interest.

     

    “Capitalized
      Lease Obligations”
shall
      mean, as to any Person, all rental obligations of such Person, as lessee under
      a
      Capital Lease which are or will be required to be capitalized on the books
      of
      such Person.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Collateral”
shall
      have the meaning set forth in Section 2.1
      hereof.

     

    “Default
      Rate”
shall
      mean a per annum rate of interest equal to the Prime Rate plus
      two
      percent (2.00%).

     

    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as amended from time
      to time.

     

    “Event
      of Default”
shall
      have the mean set forth in Section 5
      hereof.

     

    “GAAP”
shall
      mean generally accepted accounting principles set forth from time to time in
      the
      opinions and pronouncements of the Accounting Principles Board and the American
      Institute of Certified Public Accountants and statements and pronouncements
      of
      the Financial Accounting Standards Board (or agencies with similar functions
      of
      comparable stature and authority within the U.S. accounting profession), which
      are applicable to the circumstances as of the date of determination, provided,
      however, that interim financial statements or reports shall be deemed in
      compliance with GAAP despite the absence of footnotes and fiscal year-end
      adjustments as required by GAAP.

     

    “Hedging
      Agreements”
shall
      mean any interest rate, currency or commodity swap agreement, cap agreement
      or
      collar agreement, and any other agreement or arrangement designed to protect
      a
      Person against fluctuations in interest rates, currency exchange rates or
      commodity prices.

     

    “Hedging
      Obligation”
shall
      mean, with respect to any Person, any liability of such Person under any Hedging
      Agreement.

     

    “Landlord
      Waiver”
shall
      mean an agreement in form and substance reasonably satisfactory to the Bank
      pursuant to which a mortgagee or lessor of real property on which Collateral
      is
      stored or otherwise located, or a warehouseman, processor or other bailee of
      Inventory or other property owned by the Debtor of any Subsidiary, acknowledges
      the Liens of the Bank and waives any Liens held by such Person on such property,
      and, in the case of any such agreement with a mortgagee or lessor, permits
      the
      Bank reasonable access to and use of such real property following the occurrence
      and during the continuance of an Event of Default to assemble, complete and
      sell
      any collateral stored or otherwise located thereon.

     

    “Letter
      of Credit”
and
      “Letters
      of Credit”
shall
      mean, respectively, a letter of credit and all such letters of credit issued
      by
      the Bank, in its sole discretion, for the account of an Obligor.

     

    “Lien”
shall
      mean, with respect to any Person, any interest granted by such Person in any
      real or personal property, asset or other right owned or being purchased or
      acquired by such Person (including an interest in respect of a Capital Lease)
      which secures payment or performance of any obligation and shall include any
      mortgage, lien, encumbrance, title retention lien, charge or other security
      interest of any kind, whether arising by contract, as a matter of law, by
      judicial process or otherwise.

     

    “Loan
      Documents”
shall
      mean the Loan Agreement and each of the agreements, documents, instruments
      and
      certificates from time to time executed and delivered by an Obligor or any
      of
      their Subsidiaries for the benefit of the Bank in connection with the
      Obligations, and all amendments, restatements, supplements and other
      modifications thereto.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Material
      Adverse Effect”
shall
      mean (a) a material adverse change in, or a material adverse effect upon,
      the assets, business, properties, prospects, condition (financial or otherwise)
      or results of operations of an Obligor taken as a whole, (b) a material
      impairment of the ability of an Obligor to perform any of the Obligations under
      any of the Loan Documents, or (c) a material adverse effect on (i) any
      substantial portion of the Collateral, (ii) the legality, validity, binding
      effect or enforceability against an Obligor and its Subsidiaries of any of
      the
      Loan Documents, (iii) the perfection or priority of any Lien granted to the
      Bank under any Loan Document, or (iv) the rights or remedies of the Bank
      under any Loan Document.

     

    “Obligations”
shall
      mean all loans, advances and other financial accommodations, all interest
      accrued thereon (including interest which would be payable as post-petition
      in
      connection with any bankruptcy or similar proceeding, whether or not permitted
      as a claim thereunder), any fees due the Bank under the Loan Documents, any
      expenses incurred by the Bank under the Loan Documents and any and all other
      liabilities and obligations of an Obligor to the Bank, including any
      reimbursement obligations of an Obligor in respect of Letters of Credit and
      surety bonds, all Hedging Obligations of an Obligor which are owed to the Bank
      or any Affiliate of the Bank, and all Bank Product Obligations of an Obligor,
      all in each case howsoever created, arising or evidenced, whether direct or
      indirect, absolute or contingent, now or hereafter existing, or due or to become
      due, together with any and all renewals or extensions thereof.

     

    “Obligor”
shall
      mean the Borrower,
      any
      Subsidiary of the Debtor, the Debtor, any guarantor, accommodation endorser,
      third party pledgor, or any other party liable with respect to the
      Obligations.

     

    “Organizational
      Identification Number”
means,
      with respect to Debtor, the organizational identification number assigned to
      Debtor by the applicable governmental unit or agency of the jurisdiction of
      organization of the Debtor.

     

    “Permitted
      Liens”
shall
      mean have the meaning set forth in the Loan Agreement.

     

    “Person”
shall
      mean any natural person, partnership, limited liability company, corporation,
      trust, joint venture, joint stock company, association, unincorporated
      organization, government or agency or political subdivision thereof, or other
      entity, whether acting in an individual, fiduciary or other
      capacity.

     

    “Subsidiary”
and
      “Subsidiaries”
shall
      mean, respectively, with respect to any Person, each and all such corporations,
      partnerships, limited partnerships, limited liability companies, limited
      liability partnerships, joint ventures or other entities of which or in which
      such Person owns, directly or indirectly, such number of outstanding Capital
      Securities as have more than fifty percent (50.00%) of the ordinary voting
      power
      for the election of directors or other managers of such corporation,
      partnership, limited liability company or other entity. Unless the context
      otherwise requires, each reference to Subsidiaries herein shall be a reference
      to Subsidiaries of the Borrower.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Taxes”
shall
      mean any and all present and future taxes, duties, levies, imposts, deductions,
      assessments, charges or withholdings, and any and all liabilities (including
      interest and penalties and other additions to taxes) with respect to the
      foregoing.

     

    “UCC”
shall
      mean the Uniform Commercial Code in effect in the state of Illinois from time
      to
      time.

     

    “Unmatured
      Event of Default”
shall
      mean any event which, with the giving of notice, the passage of time or both,
      would constitute an Event of Default.

     

    1.2 Other
      Terms Defined in UCC.
      All
      other capitalized words and phrases used herein and not otherwise specifically
      defined herein shall have the respective meanings assigned to such terms in
      the
      UCC, to the extent the same are used or defined therein.

     

    1.3 Other
      Interpretive Provisions.

     

    (a) The
      meanings of defined terms are equally applicable to the singular and plural
      forms of the defined terms. Whenever the context so requires, the neuter gender
      includes the masculine and feminine, the single number includes the plural,
      and
      vice versa, and in particular the word “Debtor”
shall
      be so construed.

     

    (b) Section
      and Schedule references are to this Security Agreement unless otherwise
      specified. The words “hereof,”
      “herein”
and
      “hereunder”
and
      words of similar import when used in this Security Agreement shall refer to
      this
      Security Agreement as a whole and not to any particular provision of this
      Security Agreement

     

    (c) The
      term
“including”
is
      not
      limiting, and means “including,
      without limitation.”

     

    (d) In
      the
      computation of periods of time from a specified date to a later specified date,
      the word “from”
means
      “from
      and including”;
      the
      words “to”
and
      “until”
each
      mean “to
      but excluding,”
and
      the word “through”
means
      “to
      and including.”

     

    (e) Unless
      otherwise expressly provided herein, (i) references to agreements
      (including this Security Agreement and the other Loan Documents) and other
      contractual instruments shall be deemed to include all subsequent amendments,
      restatements, supplements and other modifications thereto, but only to the
      extent such amendments, restatements, supplements and other modifications are
      not prohibited by the terms of any Loan Document, and (ii) references to
      any statute or regulation shall be construed as including all statutory and
      regulatory provisions amending, replacing, supplementing or interpreting such
      statute or regulation.

     

    (f) To
      the
      extent any of the provisions of the other Loan Documents are inconsistent with
      the terms of this Security Agreement, the provisions of this Security Agreement
      shall govern.

     

    (g) This
      Security Agreement and the other Loan Documents may use several different
      limitations, tests or measurements to regulate the same or similar matters.
      All
      such limitations, tests and measurements are cumulative and each shall be
      performed in accordance with its terms.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      2. SECURITY
      FOR THE OBLIGATIONS.

     

    2.1 Security
      for Obligations.
      As
      security for the payment and performance of the Obligations, the Debtor does
      hereby pledge, assign, transfer, deliver and grant to the Bank, for its own
      benefit and as agent for its Affiliates, a continuing and unconditional first
      priority security interest in and to any and all property of the Debtor, of
      any
      kind or description, tangible or intangible, wheresoever located and whether
      now
      existing or hereafter arising or acquired, including the following (all of
      which
      property, along with the products and proceeds therefrom, are individually
      and
      collectively referred to as the “Collateral”):

     

    (a) all
      property of, or for the account of, the Debtor now or hereafter coming into
      the
      possession, control or custody of, or in transit to, the Bank or any agent
      or
      bailee for the Bank or any parent, affiliate or subsidiary of the Bank or any
      participant with the Bank in the Obligations (whether for safekeeping, deposit,
      collection, custody, pledge, transmission or otherwise), including all earnings,
      dividends, interest, or other rights in connection therewith and the products
      and proceeds therefrom, including the proceeds of insurance thereon;
      and

     

    (b) the
      additional property of the Debtor, whether now existing or hereafter arising
      or
      acquired, and wherever now or hereafter located, together with all additions
      and
      accessions thereto, substitutions, betterments and replacements therefor,
      products and Proceeds therefrom, and all of the Debtor’s books and records and
      recorded data relating thereto (regardless of the medium of recording or
      storage), together with all of the Debtor’s right, title and interest in and to
      all computer software required to utilize, create, maintain and process any
      such
      records or data on electronic media, identified and set forth as
      follows:

     

    (i) All
      Accounts and all Goods whose sale, lease or other disposition by the Debtor
      has
      given rise to Accounts and have been returned to, or repossessed or stopped
      in
      transit by, the Debtor, or rejected or refused by an Account
      Debtor;

     

    (ii) All
      Inventory, including raw materials, work-in-process and finished
      goods;

     

    (iii) All
      Goods
      (other than Inventory), including embedded software, Equipment, vehicles,
      furniture and Fixtures;

     

    (iv) All
      Software and computer programs;

     

    (v) All
      Securities, Investment Property, Financial Assets and Deposit
      Accounts;

     

    (vi) All
      Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of
      Credit Rights, all proceeds of letters of credit, Health-Care-Insurance
      Receivables, Supporting Obligations, notes secured by real estate, Commercial
      Tort Claims and General Intangibles, including Payment Intangibles;
      and

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (vii) All
      Proceeds (whether Cash Proceeds or Non-cash Proceeds) of the foregoing property,
      including all insurance policies and proceeds of insurance payable by reason
      of
      loss or damage to the foregoing property, including unearned premiums, and
      of
      eminent domain or condemnation awards.

     

    2.2 Possession
      and Transfer of Collateral.
      Until
      an Event of Default has occurred hereunder, the Debtor shall be entitled to
      possession or use of the Collateral (other than Instruments or Documents with
      an
      individual value in excess of $10,000.00 (including Tangible Chattel Paper
      and
      Investment Property consisting of certificated securities) and other Collateral
      required to be delivered to the Bank pursuant to this Section 2.
      The
      cancellation or surrender of any promissory note evidencing an Obligation,
      upon
      payment or otherwise, shall not affect the right of the Bank to retain the
      Collateral for any other of the Obligations. The Debtor shall not sell, assign
      (by operation of law or otherwise), license, lease or otherwise dispose of,
      or
      grant any option with respect to any of the Collateral, except that the Debtor
      may sell Inventory in the ordinary course of business.

     

    2.3 Financing
      Statements.
      The
      Debtor shall, at the Bank’s request, at any time and from time to time, execute
      and deliver to the Bank such financing statements, amendments and other
      documents and do such acts as the Bank deems necessary in order to establish
      and
      maintain valid, attached and perfected first priority security interests in
      the
      Collateral in favor of the Bank, for its own benefit and as agent for its
      Affiliates, free and clear of all Liens and claims and rights of third parties
      whatsoever, except Permitted Liens. The Debtor hereby irrevocably authorizes
      the
      Bank at any time, and from time to time, to file in any jurisdiction any initial
      financing statements and amendments thereto without the signature of the Debtor
      that (a) indicate the Collateral (i) is comprised of all assets of the
      Debtor or words of similar effect, regardless of whether any particular asset
      comprising a part of the Collateral falls within the scope of Article 9 of
      the
      Uniform Commercial Code of the jurisdiction wherein such financing statement
      or
      amendment is filed, or (ii) as being of an equal or lesser scope or within
      greater detail as the grant of the security interest set forth herein, and
      (b) contain any other information required by Section 5 of Article 9
      of the Uniform Commercial Code of the jurisdiction wherein such financing
      statement or amendment is filed regarding the sufficiency or filing office
      acceptance of any financing statement or amendment, including (i) whether
      the Debtor is an organization, the type of organization and any Organizational
      Identification Number issued to the Debtor, and (ii) in the case of a
      financing statement filed as a fixture filing or indicating Collateral as
      as-extracted collateral or timber to be cut, a sufficient description of the
      real property to which the Collateral relates. The Debtor hereby agrees that
      a
      photogenic or other reproduction of this Security Agreement is sufficient for
      filing as a financing statement and the Debtor authorizes the Bank to file
      this
      Security Agreement as a financing statement in any jurisdiction. The Debtor
      agrees to furnish any such information to the Bank promptly upon request. The
      Debtor further ratifies and affirms its authorization for any financing
      statements and/or amendments thereto, executed and filed by the Bank in any
      jurisdiction prior to the date of this Security Agreement. In addition, the
      Debtor shall make appropriate entries on its books and records disclosing the
      security interests of the Bank, for its own benefit and as agent for its
      Affiliates, in the Collateral.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    2.4 Preservation
      of the Collateral.
      The
      Bank may, but is not required, to take such actions from time to time as the
      Bank deems appropriate to maintain or protect the Collateral. The Bank shall
      have exercised reasonable care in the custody and preservation of the Collateral
      if the Bank takes such action as the Debtor shall reasonably request in writing
      which is not inconsistent with the Bank’s status as a secured party, but the
      failure of the Bank to comply with any such request shall not be deemed a
      failure to exercise reasonable care; provided, however, the Bank’s
      responsibility for the safekeeping of the Collateral shall (i) be deemed
      reasonable if such Collateral is accorded treatment substantially equal to
      that
      which the Bank accords its own property, and (ii) not extend to matters
      beyond the control of the Bank, including acts of God, war, insurrection, riot
      or governmental actions. In addition, any failure of the Bank to preserve or
      protect any rights with respect to the Collateral against prior or third
      parties, or to do any act with respect to preservation of the Collateral, not
      so
      requested by the Debtor, shall not be deemed a failure to exercise reasonable
      care in the custody or preservation of the Collateral. The Debtor shall have
      the
      sole responsibility for taking such action as may be necessary, from time to
      time, to preserve all rights of the Debtor and the Bank in the Collateral
      against prior or third parties. Without limiting the generality of the
      foregoing, where Collateral consists in whole or in part of securities, the
      Debtor represents to, and covenants with, the Bank that the Debtor has made
      arrangements for keeping informed of changes or potential changes affecting
      the
      securities (including rights to convert or subscribe, payment of dividends,
      reorganization or other exchanges, tender offers and voting rights), and the
      Debtor agrees that the Bank shall have no responsibility or liability for
      informing the Debtor of any such or other changes or potential changes or for
      taking any action or omitting to take any action with respect
      thereto.

     

    2.5 Other
      Actions as to any and all Collateral.
      The
      Debtor further agrees to take any other action reasonably requested by the
      Bank
      to ensure the attachment, perfection and first priority of, and the ability
      of
      the Bank to enforce, the security interest of the Bank, for its own benefit
      and
      as agent for its Affiliates, in any and all of the Collateral including
      (a) causing the Bank’s name to be noted as secured party on any certificate
      of title for a titled good if such notation is a condition to attachment,
      perfection or priority of, or ability of the bank to enforce, the security
      interest of the Bank, for its own benefit and as agent for its Affiliates,
      in
      such Collateral, (c) 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 the Bank to enforce, the security interest of the Bank, for its
      own
      benefit and as agent for its Affiliates, in such Collateral, (d) obtaining
      governmental and other third party consents and approvals, including any consent
      of any licensor, lessor or other Person obligated on Collateral,
      (e) obtaining waivers from mortgagees and landlords in form and substance
      satisfactory to the Bank, and (f) taking all actions required by the UCC in
      effect from time to time or by other law, as applicable in any relevant UCC
      jurisdiction, or by other law as applicable in any foreign jurisdiction. The
      Debtor further agrees to indemnify and hold the Bank harmless against claims
      of
      any Persons not a party to this Security Agreement concerning disputes arising
      over the Collateral.

     

    2.6 Collateral
      in the Possession of a Warehouseman or Bailee.
      If any
      of the Collateral with an aggregate value in excess of $25,000.00 at any time
      is
      in the possession of a warehouseman or bailee, the Debtor shall promptly notify
      the Bank thereof, and shall promptly obtain a Landlord Waiver.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    2.7 Letter-of-Credit
      Rights.
      If the
      Debtor at any time is a beneficiary under a letter of credit now or hereafter
      issued in favor of the Debtor, the Debtor shall promptly notify the Bank thereof
      and, at the request and option of the Bank, the Debtor shall, pursuant to an
      agreement in form and substance satisfactory to the Bank, either
      (i) arrange for the issuer and any confirmer of such letter of credit to
      consent to an assignment to the Bank, for its own benefit and as agent for
      its
      Affiliates, of the proceeds of any drawing under the letter of credit, or
      (ii) arrange for the Bank, for its own benefit and as agent for its
      Affiliates, to become the transferee beneficiary of the letter of credit, with
      the Bank agreeing, in each case, that the proceeds of any drawing under the
      letter to credit are to be applied as provided in this Security
      Agreement.

     

    2.8 Commercial
      Tort Claims.
      If the
      Debtor shall at any time hold or acquire a Commercial Tort Claim, the Debtor
      shall immediately notify the Bank in writing signed by the Debtor of the details
      thereof and grant to the Bank, for its own benefit and as agent for its
      Affiliates, in such writing a security interest therein and in the proceeds
      thereof, all upon the terms of this Security Agreement, in each case in form
      and
      substance satisfactory to the Bank, and shall execute any amendments hereto
      deemed reasonably necessary by the Bank to perfect the security interest of
      the
      Bank, for its own benefit and as agent for its Affiliates, in such Commercial
      Tort Claim.

     

    2.9 Electronic
      Chattel Paper and Transferable Records.
      If the
      Debtor at any time holds or acquires an interest in any electronic chattel
      paper
      or any “transferable
      record,”
as
      that term is defined in Section 201 of the federal Electronic Signatures in
      Global and National Commerce Act, or in Section 16 of the Uniform
      Electronic Transactions Act as in effect in any relevant jurisdiction, the
      Debtor shall promptly notify the Bank thereof and, at the request of the Bank,
      shall take such action as the Bank may reasonably request to vest in the Bank
      control under Section 9-105 of the UCC of such electronic chattel paper or
      control under Section 201 of the federal Electronic Signatures in Global
      and National Commerce Act or, as the case may be, §16 of the Uniform Electronic
      Transactions Act, as so in effect in such jurisdiction, of such transferable
      record. The Bank agrees with the Debtor that the Bank will arrange, pursuant
      to
      procedures satisfactory to the Bank and so long as such procedures will not
      result in the Bank’s loss of control, for the Debtor to make alterations to the
      electronic chattel paper or transferable record permitted under
      Section 9-105 of the UCC or, as the case may be, Section 201 of the
      federal Electronic Signatures in Global and National Commerce Act or
      Section 16 of the Uniform Electronic Transactions Act for a party in
      control to make without loss of control.

     

    Section
      3. REPRESENTATIONS
      AND WARRANTIES.

     

    The
      Debtor makes the following representations and warranties to the
      Bank:

     

    3.1 Borrower
      Organization and Name.
      The
      Borrower is a corporation duly organized, existing and in good standing under
      the laws of the State of Delaware, with full and adequate power to carry on
      and
      conduct its business as presently conducted 
      and each
      Subsidiary is validly existing and in good standing under the laws of the
      jurisdiction of its organization. The Debtor and each Subsidiary is duly
      licensed or qualified in all foreign jurisdictions wherein the nature of its
      activities requires such qualification or licensing. Except as otherwise
      disclosed in the Schedules attached to the Loan Agreement, the exact legal
      name
      of the Debtor is as set forth in the first paragraph of this Security Agreement,
      and the Debtor currently does not conduct, nor has it during the last five
      (5)
      years conducted, business under any other name or trade name.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    3.2 Authorization.
      The
      Debtor has full right, power and authority to enter into this Security Agreement
      and to perform all of its duties and obligations under this Security Agreement.
      The execution and delivery of this Security Agreement and the other Loan
      Documents will not, nor will the observance or performance of any of the matters
      and things herein or therein set forth, violate or contravene any provision
      of
      law or of the articles/certificate of incorporation or bylaws/partnership
      agreement, Operating Agreement or other organizational documents of the Debtor.
      All necessary and appropriate action has been taken on the part of the Debtor
      to
      authorize the execution and delivery of this Security Agreement.

     

    3.3 Validity
      and Binding Nature.
      This
      Security Agreement is the legal, valid and binding obligation of the Debtor,
      enforceable against the Debtor in accordance with its terms, subject to
      bankruptcy, insolvency and similar laws affecting the enforceability of
      creditors’ rights generally and to general principles of equity.

     

    3.4 Consent;
      Absence of Breach.
      The
      execution, delivery and performance of this Security Agreement and any other
      documents or instruments to be executed and delivered by the Debtor in
      connection herewith, do not and will not (a) require any consent, approval,
      authorization, or filings with, notice to or other act by or in respect of,
      any
      governmental authority or any other Person (other than any consent or approval
      which has been obtained and is in full force and effect); (b) conflict with
      (i) any provision of law or any applicable regulation, order, writ,
      injunction or decree of any court or governmental authority, (ii) the
      articles of incorporation or bylaws, partnership agreement, articles of
      organization, operating agreement or other organizational documents of the
      Debtor 
      or any
      of their Subsidiaries, or (iii) any material agreement, indenture,
      instrument or other document, or any judgment, order or decree, which is binding
      upon the Debtor or any of their Subsidiaries or any of their respective
      properties or assets; or (c) require, or result in, the creation or
      imposition of any Lien on any asset of Debtor or
      any of
      its Subsidiaries, other than Liens in favor of the Bank created pursuant to
      this
      Security Agreement.

     

    3.5 Ownership
      of Collateral; Liens.
      The
      Debtor is the sole owner or has other rights in all of the Collateral, free
      and
      clear of all Liens, charges and claims (including infringement claims with
      respect to patents, trademarks, service marks, copyrights and the like), other
      than Permitted Liens.

     

    3.6 Adverse
      Circumstances.
      No
      condition, circumstance, event, agreement, document, instrument, restriction,
      litigation or proceeding (or threatened litigation or proceeding or basis
      therefor) exists which (a) would have a Material Adverse Effect upon the
      Debtor, or (b) would constitute an Event of Default or an Unmatured Event
      of Default.

     

    3.7 Security
      Interest.
      This
      Security Agreement creates a valid security interest in favor of the Bank in
      the
      Collateral and, when properly perfected by filing in the appropriate
      jurisdictions, or by possession or Control of such Collateral by the Bank or
      delivery of such Collateral to the Bank, shall constitute a valid, perfected,
      first-priority security interest in such Collateral.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    3.8 Place
      of Business.
      The
      principal place of business and books and records of the Debtor is set forth
      in
      the preamble to this Security Agreement, and the location of all Collateral,
      if
      other than at such principal place of business, is as set forth on Schedule 7.23
      of the
      Loan Agreement, and the Debtor shall promptly notify the Bank of any change
      in
      such locations. The Debtor will not remove or permit the Collateral to be
      removed from such locations without the prior written consent of the Bank,
      except for dispositions of assets permitted under Section 9.4
      of the
      Loan Agreement.

     

    3.9 Complete
      Information.
      This
      Security Agreement and all financial statements, schedules, certificates,
      confirmations, agreements, contracts, and other materials and information
      heretofore or contemporaneously herewith furnished in writing by the Debtor
      to
      the Bank for purposes of, or in connection with, this Security Agreement and
      the
      transactions contemplated hereby is, and all written information hereafter
      furnished by or on behalf of the Debtor to the Bank pursuant hereto or in
      connection herewith will be, true and accurate in every material respect on
      the
      date as of which such information is dated or certified, and none of such
      information is or will be incomplete by omitting to state any material fact
      necessary to make such information not misleading in light of the circumstances
      under which made (it being recognized by the Bank that any projections and
      forecasts provided by the Debtor are based on good faith estimates and
      assumptions believed by the Debtor to be reasonable as of the date of the
      applicable projections or assumptions and that actual results during the period
      or periods covered by any such projections and forecasts may differ from
      projected or forecasted results).

     

    Section
      4. AFFIRMATIVE
      COVENANTS.

     

    4.1 Debtor Existence.
      The
      Debtor shall at all times preserve and maintain its (a) its existence and
      good standing in the jurisdiction of its organization, and (b) its
      qualification to do business and good standing in each jurisdiction where the
      nature of its business makes such qualification necessary (other than such
      jurisdictions in which the failure to be qualified or in good standing could
      not
      reasonably be expected to have a Material Adverse Effect), and shall at all
      times continue as a going concern in the business which the Debtor is presently
      conducting. If the Debtor does not have an Organizational Identification Number
      and later obtains one, the Debtor shall promptly notify the Bank of such
      Organizational Identification Number.

     

    4.2 Compliance
      With Laws.
      The
      Debtor shall comply, and cause each Subsidiary to comply, in all respects,
      including the conduct of its business and operations and the use of the
      Collateral, with all applicable laws, rules, regulations, decrees, orders,
      judgments, licenses and permits, except where failure to comply could not
      reasonably be expected to have a Material Adverse Effect.

     

    4.3 Payment
      of Taxes and Liabilities.
      The
      Debtor shall pay, and
      cause
      each Subsidiary to pay, and discharge, prior to delinquency and before penalties
      accrue thereon, all property and other taxes, and all governmental charges
      or
      levies against it or any of the Collateral, as well as claims of any kind which,
      if unpaid, could become a Lien on any of its property; provided that the
      foregoing shall not require the Debtor or any Subsidiary to pay any such tax
      or
      charge so long as it shall contest the validity thereof in good faith by
      appropriate proceedings and shall set aside on its books adequate reserves
      with
      respect thereto in accordance with GAAP and, in the case of a claim which could
      become a Lien on any of the Collateral, such contest proceedings stay the
      foreclosure of such Lien or the sale of any portion of the Collateral to satisfy
      such claim.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    4.4 Maintain
      Property.
      The
      Debtor shall at all times maintain, preserve and keep the Collateral, in good
      repair, working order and condition, normal wear and tear excepted, and shall
      from time to time make all needful and proper repairs, renewals, replacements,
      and additions thereto so that at all times the efficiency thereof shall be
      fully
      preserved and maintained as is customary in Debtor’s industry and as deemed
      appropriate by Debtor in its reasonable business judgment. The Debtor shall
      permit the Bank to examine and inspect such Collateral, at all reasonable times
      and upon reasonable notice.

     

    4.5 Maintain
      Insurance.
      The
      Debtor shall at all times maintain, and cause each Subsidiary to maintain,
      with
      Borrower’s current insurers or such other insurance companies reasonably
      acceptable to the Bank, such insurance coverage as may be required by any law
      or
      governmental regulation or court decree or order applicable to it and such
      other
      insurance, to such extent and against such hazards and liabilities, including
      employers’, public and professional liability risks, as is customarily
      maintained by companies similarly situated, and shall have insured amounts
      no
      less than, and deductibles no higher than, the amounts in effect as of the
      date
      hereof or such other limits that may hereafter be reasonably requested by,
      or
      are reasonably acceptable to the Bank. The Debtor shall furnish to the Bank
      a
      certificate setting forth in reasonable detail the nature and extent of all
      insurance maintained by the Debtor, which shall be reasonably acceptable in
      all
      respects to the Bank. The Debtor shall cause each issuer of an insurance policy
      to provide the Bank with an endorsement (i) showing the Bank as loss payee
      with respect to each policy of property or casualty insurance; and
      (ii) providing that thirty (30) days notice will be given to the Bank prior
      to any cancellation of, material reduction or change in coverage provided by
      or
      other material modification to such policy.

     

    In
      the
      event the Debtor either fails to provide the Bank with evidence of the insurance
      coverage required by this Section or at any time hereafter shall fail to obtain
      or maintain any of the policies of insurance required above, or to pay any
      premium in whole or in part relating thereto, then the Bank, without waiving
      or
      releasing any obligation or default by the Debtor hereunder, may at any time
      (but shall be under no obligation to so act), obtain and maintain such policies
      of insurance and pay such premiums and take any other action with respect
      thereto, which the Bank deems advisable. This insurance coverage (a) may,
      but need not, protect the Debtor’s interests in such property, including the
      Collateral, and (b) may not pay any claim made by, or against, the Debtor
      in connection with such property, including the Collateral. The Debtor may
      later
      cancel any such insurance purchased by the Bank, but only after providing the
      Bank with evidence that the Debtor has obtained the insurance coverage required
      by this Section. If the Bank purchases insurance for the Collateral, the Debtor
      will be responsible for the costs of that insurance, including interest and
      any
      other charges that may be imposed with the placement of the insurance, until
      the
      effective date of the cancellation or expiration of the insurance. The costs
      of
      the insurance may be added to the principal amount of the Loans owing hereunder.
      The costs of the insurance may be more than the cost of the insurance the Debtor
      may be able to obtain on its own.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    4.6 Field
      Audits.
      The
      Debtor shall permit the Bank to inspect the Inventory and other Collateral,
      to
      perform appraisals of the Equipment of the Debtor, and to inspect, audit, check
      and make copies of, and extracts from, the books, records, computer data,
      computer programs, journals, orders, receipts, correspondence and other data
      relating to Inventory, Accounts and any other Collateral, the results of which
      must be satisfactory to the Bank in the Bank’s sole and absolute discretion. All
      such inspections or audits by the Bank shall be at reasonable times, upon
      reasonable notice, and at the Debtor’s sole expense, provided, however, that so
      long as no Event of Default or Unmatured Event of Default exists, the Debtor
      shall not be required to reimburse the Bank for inspections or audits more
      frequently than once each Fiscal Year.

     

    4.7 Collateral
      Records.
      The
      Debtor shall keep full and accurate books and records relating to the Collateral
      and shall mark such books and records to indicate the Bank’s Lien in the
      Collateral including placing a legend, in form and content acceptable to the
      Bank, on all Chattel Paper created by the Debtor indicating that the Bank has
      a
      Lien in such Chattel Paper.

     

    Section
      5. REMEDIES.

     

    Upon
      the
      occurrence of an event of default under any of the Obligations or any default
      in
      the payment or performance of any of the covenants, conditions and agreements
      contained in this Security Agreement (an “Event
      of Default”),
      the
      Bank shall have all rights, powers and remedies set forth in this Security
      Agreement or the other Loan Documents or in any other written agreement or
      instrument relating to any of the Obligations or any security therefor, as
      a
      secured party under the UCC or as otherwise provided at law or in equity.
      Without limiting the generality of the foregoing, the Bank may, at its option
      upon the occurrence of an Event of Default, declare its commitments to the
      Borrower or the Debtor to be terminated and all Obligations to be immediately
      due and payable, or, if provided in the Loan Documents, all commitments of
      the
      Bank to the Borrower or the Debtor shall immediately terminate and all
      Obligations shall be automatically due and payable, all without demand, notice
      or further action of any kind required on the part of the Bank. The Debtor
      hereby waives any and all presentment, demand, notice of dishonor, protest,
      and
      all other notices and demands in connection with the enforcement of Bank’s
      rights under the Loan Documents, and hereby consents to, and waives notice
      of
      release, with or without consideration, of any Collateral, notwithstanding
      anything contained herein or in the Loan Documents to the contrary. In addition
      to the foregoing:

     

    5.1 Possession
      and Assembly of Collateral.
      The
      Bank may, without notice, demand or legal process of any kind, take possession
      of any or all of the Collateral (in addition to Collateral of which the Bank
      already has possession), wherever it may be found, and for that purpose may
      pursue the same wherever it may be found, and may at any time enter into any
      of
      the Debtor’s premises where any of the Collateral may be or is supposed to be,
      and search for, take possession of, remove, keep and store any of the Collateral
      until the same shall be sold or otherwise disposed of and the Bank shall have
      the right to store and conduct a sale of the same in any of the Debtor’s
      premises without cost to the Bank. At the Bank’s request, the Debtor will, at
      the Debtor’s sole expense, assemble the Collateral and make it available to the
      Bank at a place or places to be designated by the Bank which is reasonably
      convenient to the Bank and the Debtor.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    5.2 Sale
      of Collateral.
      The
      Bank may sell any or all of the Collateral at public or private sale, upon
      such
      terms and conditions as the Bank may deem proper, and the Bank may purchase
      any
      or all of the Collateral at any such sale. The Debtor acknowledges that the
      Bank
      may be unable to effect a public sale of all or any portion of the Collateral
      because of certain legal and/or practical restrictions and provisions which
      may
      be applicable to the Collateral and, therefore, may be compelled to resort
      to
      one or more private sales to a restricted group of offerees and purchasers.
      The
      Debtor consents to any such private sale so made even though at places and
      upon
      terms less favorable than if the Collateral were sold at public sale. The Bank
      shall have no obligation to clean-up or otherwise prepare the Collateral for
      sale. The Bank may apply the net proceeds, after deducting all costs, expenses,
      attorneys’ and paralegals’ fees incurred or paid at any time in the collection,
      protection and sale of the Collateral and the Obligations, to the payment of
      the
      Obligations, returning the excess proceeds, if any, to the Debtor. The Debtor
      and/or the Borrower shall remain liable for any amount remaining unpaid after
      such application, with interest at the Default Rate. Any notification of
      intended disposition of the Collateral required by law shall be conclusively
      deemed reasonably and properly given if given by the Bank at least ten (10)
      calendar days before the date of such disposition. The Debtor hereby confirms,
      approves and ratifies all acts and deeds of the Bank relating to the foregoing,
      and each part thereof, and expressly waives any and all claims of any nature,
      kind or description which it has or may hereafter have against the Bank or
      its
      representatives, by reason of taking, selling or collecting any portion of
      the
      Collateral. The Debtor consents to releases of the Collateral at any time
      (including prior to default) and to sales of the Collateral in groups, parcels
      or portions, or as an entirety, as the Bank shall deem appropriate. The Debtor
      expressly absolves the Bank from any loss or decline in market value of any
      Collateral by reason of delay in the enforcement or assertion or nonenforcement
      of any rights or remedies under this Security Agreement.

     

    5.3 Standards
      for Exercising Remedies.
      To the
      extent that applicable law imposes duties on the Bank to exercise remedies
      in a
      commercially reasonable manner, the Debtor acknowledges and agrees that it
      is
      not commercially unreasonable for the Bank (a) to fail to incur expenses
      reasonably deemed significant by the Bank to prepare Collateral for disposition
      or otherwise to complete raw material or work-in-process into finished goods
      or
      other finished products for disposition, (b) to fail to obtain third party
      consents for access to Collateral to be disposed of, or to obtain or, if not
      required by other law, to fail to obtain governmental or third party consents
      for the collection or disposition of Collateral to be collected or disposed
      of,
      (c) to fail to exercise collection remedies against Account Debtors or
      other Persons obligated on Collateral or to remove liens or encumbrances on
      or
      any adverse claims against Collateral, (d) to exercise collection remedies
      against Account Debtors and other Persons obligated on Collateral directly
      or
      through the use of collection agencies and other collection specialists,
      (e) to advertise dispositions of Collateral through publications or media
      of general circulation, whether or not the Collateral is of a specialized
      nature, (f) to contact other Persons, whether or not in the same business
      as the Debtor, for expressions of interest in acquiring all or any portion
      of
      the Collateral, (g) to hire one or more professional auctioneers to assist
      in the disposition of Collateral, whether or not the collateral is of a
      specialized nature, (h) to dispose of Collateral by utilizing internet
      sites that provide for the auction of assets of the types included in the
      Collateral or that have the reasonable capability of doing so, or that match
      buyers and sellers of assets, (i) to dispose of assets in wholesale rather
      than retail markets, (j) to disclaim disposition warranties, including any
      warranties of title, (k) to purchase insurance or credit enhancements to
      insure the Bank against risks of loss, collection or disposition of Collateral
      or to provide to the Bank a guaranteed return from the collection or disposition
      of Collateral, or (l) to the extent deemed appropriate by the Bank, to
      obtain the services of other brokers, investment bankers, consultants and other
      professionals to assist the Bank in the collection or disposition of any of
      the
      Collateral. The Debtor acknowledges that the purpose of this section is to
      provide non-exhaustive indications of what actions or omissions by the Bank
      would not be commercially unreasonable in the Bank’s exercise of remedies
      against the Collateral and that other actions or omissions by the Bank shall
      not
      be deemed commercially unreasonable solely on account of not being indicated
      in
      this section. Without limitation upon the foregoing, nothing contained in this
      section shall be construed to grant any rights to the Debtor or to impose any
      duties on the Bank that would not have been granted or imposed by this Security
      Agreement or by applicable law in the absence of this section.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    5.4 UCC
      and Offset Rights.
      The
      Bank may exercise, from time to time, any and all rights and remedies available
      to it under the UCC or under any other applicable law in addition to, and not
      in
      lieu of, any rights and remedies expressly granted in this Security Agreement
      or
      in any other agreements between any Obligor and the Bank, and may, without
      demand or notice of any kind, appropriate and apply toward the payment of such
      of the Obligations, whether matured or unmatured, including costs of collection
      and attorneys’ and paralegals’ fees, and in such order of application as the
      Bank may, from time to time, elect, any indebtedness of the Bank to any Obligor,
      however created or arising, including balances, credits, deposits, accounts
      or
      moneys of such Obligor in the possession, control or custody of, or in transit
      to the Bank. The Debtor, on behalf of itself and each Obligor, hereby waives
      the
      benefit of any law that would otherwise restrict or limit the Bank in the
      exercise of its right, which is hereby acknowledged, to appropriate at any
      time
      hereafter any such indebtedness owing from the Bank to any Obligor.

     

    5.5 Additional
      Remedies.
      Upon
      the occurrence of an Event of Default, the Bank shall have the right and power
      to:

     

    (a) instruct
      the Debtor, at its own expense, to notify any parties obligated on any of the
      Collateral, including any Account Debtors, to make payment directly to the
      Bank
      of any amounts due or to become due thereunder, or the Bank may directly notify
      such obligors of the security interest of the Bank, and/or of the assignment
      to
      the Bank of the Collateral and direct such obligors to make payment to the
      Bank
      of any amounts due or to become due with respect thereto, and thereafter,
      collect any such amounts due on the Collateral directly from such Persons
      obligated thereon;

     

    (b) enforce
      collection of any of the Collateral, including any Accounts, by suit or
      otherwise, or make any compromise or settlement with respect to any of the
      Collateral, or surrender, release or exchange all or any part thereof, or
      compromise, extend or renew for any period (whether or not longer than the
      original period) any indebtedness thereunder;

     

    (c) take
      control and receive and retain all payments, distributions, proceeds, and
      products of any kind with respect to any and all of the Collateral, including
      the proceeds of insurance thereon;

     

    (d) grant
      releases, compromises or indulgences with respect to the Obligations, any
      extension or renewal of any of the Obligations, any security therefor, or to
      any
      other obligor with respect to the Obligations;

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (e) transfer
      the whole or any part of securities which may constitute Collateral into the
      name of the Bank or the Bank’s nominee without disclosing, if the Bank so
      desires, that such securities so transferred are subject to the security
      interest of the Bank, and any corporation, association, or any of the managers
      or trustees of any trust issuing any of such securities, or any transfer agent,
      shall not be bound to inquire, in the event that the Bank or such nominee makes
      any further transfer of such securities, or any portion thereof, as to whether
      the Bank or such nominee has the right to make such further transfer, and shall
      not be liable for transferring the same;

     

    (f) exercise
      any voting, consent, enforcement or other right, power, privilege, remedy or
      interest of the Borrower pertaining to any item of Collateral to the same extent
      as if the Bank were the outright owner thereof;

     

    (g) make
      an
      election with respect to the Collateral under Section 1111 of the
      Bankruptcy Code or take action under Section 364 or any other section of
      the Bankruptcy Code; provided, however, that any such action of the Bank as
      set
      forth herein shall not, in any manner whatsoever, impair or affect the liability
      of the Debtor hereunder, nor prejudice, waive, nor be construed to impair,
      affect, prejudice or waive the Bank’s rights and remedies at law, in equity or
      by statute, nor release, discharge, nor be construed to release or discharge,
      the Debtor, any guarantor or other Person liable to the Bank for the
      Obligations; 

     

    (h) at
      any
      time, and from time to time, accept additions to, releases, reductions,
      exchanges or substitution of the Collateral, without in any way altering,
      impairing, diminishing or affecting the provisions of this Security Agreement,
      the Loan Documents, or any of the other Obligations, or the Bank’s rights
      hereunder, under the Obligations;

     

    (i) enter
      any
      premises where any item of Collateral may be located, with or without permission
      or process of law but without breach of the peace, and seize and remove such
      Collateral or remain upon such premises and use or dispose of such Collateral
      as
      contemplated under this Security Agreement; 

     

    (j) pay,
      purchase, contest, or compromise any encumbrance, charge, or Lien that, in
      the
      opinion of Bank, appears to be prior or superior to its Lien and pay all
      expenses incurred in connection therewith; and

     

    (k) request
      the judicial appointment of a receiver respecting the Collateral or any portion
      thereof in any action, suit or proceeding in which claims are asserted against
      the Collateral by the Bank or its designee, irrespective of the solvency of
      the
      Borrower or any other person or the adequacy of any Collateral, and without
      notice to or the approval of the Borrower, which receiver shall have the power
      to manufacture, operate, sell, lease or rent such items of Collateral pending
      the sale of all of the Collateral and to collect the rent, issues and profits
      therefrom, together with such other powers as may have been requested by the
      Bank and shall apply the amounts received (net of all proper charges and
      expenses) to the Obligations as provided in this Security Agreement. Such a
      receiver may serve without bond or under such minimal bond as may be required
      by
      applicable law.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    The
      Debtor hereby ratifies and confirms whatever the Bank may do with respect to
      the
      Collateral and agrees that the Bank shall not be liable for any error of
      judgment or mistakes of fact or law with respect to actions taken in connection
      with the Collateral.

     

    5.6 Attorney-in-Fact.
      The
      Debtor hereby irrevocably makes, constitutes and appoints the Bank (and any
      officer of the Bank or any Person designated by the Bank for that purpose)
      as
      the Debtor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in
      the Debtor’s name, place and stead, with full power of substitution, to
      (i) take such actions as are permitted in this Security Agreement,
      (ii) execute such financing statements and other documents and to do such
      other acts as the Bank may require to perfect and preserve the Bank’s security
      interest in, and to enforce such interests in the Collateral, and
      (iii) upon an Event of Default, carry out any remedy provided for in this
      Security Agreement, including endorsing the Debtor’s name to checks, drafts,
      instruments and other items of payment, and proceeds of the Collateral,
      executing change of address forms with the postmaster of the United States
      Post
      Office serving the address of the Debtor, changing the address of the Debtor
      to
      that of the Bank, opening all envelopes addressed to the Debtor and applying
      any
      payments contained therein to the Obligations. The Debtor hereby acknowledges
      that the constitution and appointment of such proxy and attorney-in-fact are
      coupled with an interest and are irrevocable. The Debtor hereby ratifies and
      confirms all that such attorney-in-fact may do or cause to be done by virtue
      of
      any provision of this Security Agreement.

     

    5.7 No
      Marshaling.
      The
      Bank shall not be required to marshal any present or future collateral security
      (including this Security Agreement and the Collateral) for, or other assurances
      of payment of, the Obligations or any of them or to resort to such collateral
      security or other assurances of payment in any particular order. To the extent
      that it lawfully may, the Debtor hereby agrees that it will not invoke any
      law
      relating to the marshaling of collateral which might cause delay in or impede
      the enforcement of the Bank’s rights under this Security Agreement or under any
      other instrument creating or evidencing any of the Obligations or under which
      any of the Obligations is outstanding or by which any of the Obligations is
      secured or payment thereof is otherwise assured, and, to the extent that it
      lawfully may, the Debtor hereby irrevocably waives the benefits of all such
      laws.

     

    5.8 Application
      of Proceeds.
      The
      Bank will within three (3) Business Days after receipt of cash or solvent
      credits from collection of items of payment, proceeds of Collateral or any
      other
      source, apply the whole or any part thereof against the Obligations secured
      hereby. The Bank shall further have the exclusive right to determine how, when
      and what application of such payments and such credits shall be made on the
      Obligations, and such determination shall be conclusive upon the Obligors.
      Any
      proceeds of any disposition by the Bank of all or any part of the Collateral
      may
      be first applied by the Bank to the payment of expenses incurred by the Bank
      in
      connection with the Collateral, including attorneys’ fees and legal expenses as
      provided for in Section 7
      hereof.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    5.9 No
      Waiver.
      No
      Event of Default shall be waived by the Bank except in writing. No failure
      or
      delay on the part of the Bank in exercising any right, power or remedy hereunder
      shall operate as a waiver of the exercise of the same or any other right at
      any
      other time; nor shall any single or partial exercise of any such right, power
      or
      remedy preclude any other or further exercise thereof or the exercise of any
      other right, power or remedy hereunder. There shall be no obligation on the
      part
      of the Bank to exercise any remedy available to the Bank in any order. The
      remedies provided for herein are cumulative and not exclusive of any remedies
      provided at law or in equity. The Debtor agrees that in the event that the
      Debtor fails to perform, observe or discharge any of its Obligations or
      liabilities under this Security Agreement or any other agreements with the
      Bank,
      no remedy of law will provide adequate relief to the Bank, and further agrees
      that the Bank shall be entitled to temporary and permanent injunctive relief
      in
      any such case without the necessity of proving actual damages.

     

    5.10 License.
      Bank is
      hereby granted a license or other right to use, without charge, Borrower’s
      patents, copyrights, trade secrets, technical processes, rights of use of any
      name, trade names, trademarks, labels, and advertising matter, or any property
      of a similar nature, as it pertains to the Collateral, in completing production
      of, advertising for sale, and selling any Collateral. Borrower’s rights under
      all such licenses shall inure to Bank’s benefit.

     

    5.11 Equitable
      Relief.
      The
      Borrower acknowledges that it will be impossible to measure in money the damages
      to the Bank in the event of a breach of any of the terms and provisions of
      this
      Security Agreement, and the Borrower agrees that, in the event of any such
      breach, the Bank will not have an adequate remedy at law, although the foregoing
      shall not constitute a waiver of any of the Bank’s rights, powers, privileges
      and remedies against or in respect of a breaching party, any Collateral or
      any
      other person or thing under this Security Agreement or applicable law. It is
      therefore agreed that the Bank, in addition to all other such rights, powers,
      privileges and remedies that it may have, shall be entitled to injunctive
      relief, specific performance or such other equitable relief as the Bank may
      request to exercise or otherwise enforce any of the terms and provisions of
      this
      Security Agreement and to enjoin or otherwise restrain any act prohibited
      thereby, and the Borrower will not urge and hereby waives any defense that
      there
      is an adequate remedy of law.

     

    Section
      6. MISCELLANEOUS.

     

    6.1 Entire
      Agreement.
      This
      Security Agreement and the other Loan Documents (i) are valid, binding and
      enforceable against the Debtor and the Bank in accordance with their respective
      provisions and no conditions exist as to their legal effectiveness;
      (ii) constitute the entire agreement between the parties with respect to
      the subject matter hereof and thereof; and (iii) are the final expression
      of the intentions of the Debtor and the Bank. No promises, either expressed
      or
      implied, exist between the Debtor and the Bank, unless contained herein or
      therein. This Security Agreement, together with the other Loan Documents,
      supersedes all negotiations, representations, warranties, commitments, term
      sheets, discussions, negotiations, offers or contracts (of any kind or nature,
      whether oral or written) prior to or contemporaneous with the execution hereof
      with respect to any matter, directly or indirectly related to the terms of
      this
      Security Agreement and the other Loan Documents. This Security Agreement and
      the
      other Loan Documents are the result of negotiations among the Bank, the Debtor
      and the other parties thereto, and have been reviewed (or have had the
      opportunity to be reviewed) by counsel to all such parties, and are the products
      of all parties. Accordingly, this Security Agreement and the other Loan
      Documents shall not be construed more strictly against the Bank merely because
      of the Bank’s involvement in their preparation.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    6.2 Amendments;
      Waivers.
      No
      delay on the part of the Bank in the exercise of any right, power or remedy
      shall operate as a waiver thereof, nor shall any single or partial exercise
      by
      the Bank of any right, power or remedy preclude other or further exercise
      thereof, or the exercise of any other right, power or remedy. No amendment,
      modification or waiver of, or consent with respect to, any provision of this
      Security Agreement or the other Loan Documents shall in any event be effective
      unless the same shall be in writing and acknowledged by the Bank, and then
      any
      such amendment, modification, waiver or consent shall be effective only in
      the
      specific instance and for the specific purpose for which given.

     

    6.3 WAIVER
      OF DEFENSES.
      THE
      DEBTOR, ON BEHALF OF ITSELF AND ANY GUARANTOR OF ANY OF THE OBLIGATIONS, WAIVES
      EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH
      THE DEBTOR MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE BANK IN
      ENFORCING THIS SECURITY AGREEMENT. PROVIDED THE BANK ACTS IN GOOD FAITH, THE
      DEBTOR RATIFIES AND CONFIRMS WHATEVER THE BANK MAY DO PURSUANT TO THE TERMS
      OF
      THIS SECURITY AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK
      GRANTING ANY FINANCIAL ACCOMMODATION TO THE DEBTOR.

     

    6.4 FORUM
      SELECTION AND CONSENT TO JURISDICTION.
      ANY
      LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS
      SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
      EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES
      DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT NOTHING
      IN
      THIS SECURITY AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE BANK FROM
      BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. THE DEBTOR
      HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS
      OF
      THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
      DISTRICT OF ILLINOIS 
      FOR THE
      PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE DEBTOR FURTHER
      IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
      PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE
      DEBTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
      BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
      OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY
      CLAIM
      THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    6.5 WAIVER
      OF JURY TRIAL.
      THE
      BANK AND THE DEBTOR, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT
      WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY,
      ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
      ANY RIGHTS UNDER THIS SECURITY AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT,
      ANY
      OF THE OTHER OBLIGATIONS, THE COLLATERAL, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT
      OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
      HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN
      CONNECTION WITH ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF
      DEALING IN WHICH THE BANK AND THE DEBTOR ARE ADVERSE PARTIES, AND EACH AGREES
      THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
      A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK GRANTING ANY
      FINANCIAL ACCOMMODATION TO THE DEBTOR.

     

    6.6 Assignability.
      The
      Bank may at any time assign the Bank’s rights in this Security Agreement, the
      other Loan Documents, the Obligations, or any part thereof and transfer the
      Bank’s rights in any or all of the Collateral, and the Bank thereafter shall be
      relieved from all liability with respect to such Collateral. This Security
      Agreement shall be binding upon the Bank and the Debtor and their respective
      legal representatives and successors. All references herein to the Debtor shall
      be deemed to include any successors, whether immediate or remote. In the case
      of
      a joint venture or partnership, the term “Debtor”
shall
      be deemed to include all joint venturers or partners thereof, who shall be
      jointly and severally liable hereunder.

     

    6.7 Binding
      Effect.
      This
      Security Agreement shall become effective upon execution by the Debtor and
      the
      Bank. If this Security Agreement is not dated or contains any blanks when
      executed by the Debtor, the Bank is hereby authorized, without notice to the
      Debtor, to date this Security Agreement as of the date when it was executed
      by
      the Debtor, and to complete any such blanks according to the terms upon which
      this Security Agreement is executed.

     

    6.8 Governing
      Law.
      This
      Security Agreement shall be delivered and accepted in and shall be deemed to
      be
      a contract made under and governed by the internal laws of the State of Illinois
      (but giving effect to federal laws applicable to national banks) applicable
      to
      contracts made and to be performed entirely within such state, without regard
      to
      conflict of laws principles.

     

    6.9 Enforceability.
      Wherever possible, each provision of this Security Agreement shall be
      interpreted in such manner as to be effective and valid under applicable law,
      but if any provision of this Security Agreement shall be prohibited by,
      unenforceable or invalid under any jurisdiction, such provision shall as to
      such
      jurisdiction, be severable and be ineffective to the extent of such prohibition
      or invalidity, without invalidating the remaining provisions of this Security
      Agreement or affecting the validity or enforceability of such provision in
      any
      other jurisdiction.

     

    6.10 Time
      of Essence.
      Time is
      of the essence in making payments of all amounts due the Bank under this
      Security Agreement and in the performance and observance by the Debtor of each
      covenant, agreement, provision and term of this Security Agreement.

     

    6.11 Counterparts;
      Facsimile Signatures.
      This
      Security Agreement may be executed in any number of counterparts and by the
      different parties hereto on separate counterparts and each such counterpart
      shall be deemed to be an original, but all such counterparts shall together
      constitute but one and the same Security Agreement. Receipt of an executed
      signature page to this Security Agreement by facsimile or other electronic
      transmission shall constitute effective delivery thereof. Electronic records
      of
      executed Loan Documents maintained by the Bank shall be deemed to be originals
      thereof.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    6.12 Notices.
      Except
      as otherwise provided herein, the Debtor waives all notices and demands in
      connection with the enforcement of the Bank’s rights hereunder. All notices,
      requests, demands and other communications provided for hereunder shall be
      in
      writing and addressed as follows:

     

    
      	
              To
                the Guarantor:

            	
              ISI
                Security Group, Inc.

              12903
                Delivery Drive

              San
                Antonio, Texas 78247

              Attention:
                Sam Youngblood

            
	
               

            	
               

            
	
              With
                a copy to:

            	
              K&L
                Gates LLP

              111
                Congress Avenue, Suite 900

              Austin,
                Texas 78701

              Attention:
                Hull Youngblood, Esq.

            
	
               

            	
               

            
	
              To
                the Lender:

            	
              The
                PrivateBank and Trust Company

              70
                W. Madison, 2nd
                Floor

              Chicago,
                Illinois 60602

            
	
               

            	
               

            
	
              With
                copy to:

            	
              Davis
                Graham & Stubbs LLP

              Ted
                Sikora

              1550
                17th
                Street, Suite 500

              Denver,
                CO 80202

            


    

    


    or,
      as to
      each party, at such other address as shall be designated by such party in a
      written notice to each other party complying as to delivery with the terms
      of
      this subsection. All notices addressed as above shall be deemed to have been
      properly given (i) if served in person, upon acceptance or refusal of
      delivery; (ii) if mailed by certified or registered mail, return receipt
      requested, postage prepaid, on the third (3rd) day following the day such notice
      is deposited in any post office station or letter box; or (iii) if sent by
      recognized overnight courier, on the first (1st) day following the day such
      notice is delivered to such carrier. No notice to or demand on the Debtor in
      any
      case shall entitle the Debtor to any other or further notice or demand in
      similar or other circumstances.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    6.13 Costs,
      Fees and Expenses.
      The
      Debtor shall pay or reimburse the Bank for all reasonable costs, fees and
      expenses incurred by the Bank or for which the Bank becomes obligated in
      connection with the enforcement of this Security Agreement, including reasonable
      attorneys’ fees and time charges of counsel to the Bank, which shall also
      include attorneys’ fees and time charges of attorneys who may be employees of
      the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys
      or of the Bank; search fees, costs and expenses; and all taxes payable in
      connection with this Security Agreement. In furtherance of the foregoing, the
      Debtor shall pay any and all stamp and other taxes, UCC search fees, filing
      fees
      and other costs and expenses in connection with the execution and delivery
      of
      this Security Agreement and the other Loan Documents to be delivered hereunder,
      and agrees to save and hold the Bank harmless from and against any and all
      liabilities with respect to or resulting from any delay in paying or omission
      to
      pay such costs and expenses. That portion of the Obligations consisting of
      costs, expenses or advances to be reimbursed by the Debtor to the Bank pursuant
      to this Security Agreement or the other Loan Documents which are not paid on
      or
      prior to the date hereof shall be payable by the Debtor to the Bank on demand.
      If at any time or times hereafter the Bank: (a) employs counsel for advice
      or other representation (i) with respect to this Security Agreement or the
      other Loan Documents, (ii) to represent the Bank in any litigation,
      contest, dispute, suit or proceeding or to commence, defend, or intervene or
      to
      take any other action in or with respect to any litigation, contest, dispute,
      suit, or proceeding (whether instituted by the Bank, the Debtor, or any other
      Person) in any way or respect relating to this Security Agreement, or
      (iii) to enforce any rights of the Bank against the Debtor or any other
      Person under of this Security Agreement; (b) takes any action to protect,
      collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or
      (c) attempts to or enforces any of the Bank’s rights or remedies under this
      Security Agreement, the costs and expenses incurred by the Bank in any manner
      or
      way with respect to the foregoing, shall be part of the Obligations, payable
      by
      the Debtor to the Bank on demand.

     

    [Signature
      pages follow]

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


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

     

    GUARANTORS:

    


    ISI
      SECURITY GROUP, INC.,

    a
      Delaware corporation

    


    
      	
              By:

            	
              /s/ Sam
                Youngblood

            	 
	
              Name:

            	
              Sam Youngblood

            	 
	
              Title:

            	
              President

            	 
	 	 	 
	
              DETENTION CONTRACTING GROUP, LTD.,

            
	
              a Texas limited partnership

            
	 	 	 
	
              By:

            	
              ISI DETENTION CONTRACTING

            
	 	
              GROUP, INC., a Texas corporation,

            
	 	
              its general partner

            
	 	 	 
	
              By:

            	
              /s/ Sam
                Youngblood

            	 
	
              Name:

            	
              Sam Youngblood

            	 
	
              Title:

            	
              CEO

            	 
	 	 	 
	
              ISI DETENTION CONTRACTING GROUP, INC., a

            
	
              Texas corporation

            	 
	 	 	 
	
              By:

            	
              /s/ Sam
                Youngblood

            	 
	
              Name:

            	
              Sam Youngblood

            	 
	
              Title:

            	
              CEO

            	 
	 	 	 
	
              ISI DETENTION CONTRACTING GROUP, INC., a

            
	
              California corporation

            	 
	 	 	 
	
              By:

            	
              /s/ Sam
                Youngblood

            	 
	
              Name:

            	
              Sam Youngblood

            	 
	
              Title:

            	
              CEO

            	 


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
              ISI DETENTION CONTRACTING GROUP, INC.,

            
	
              a New Mexico corporation

            
	 	 	 
	
              By:

            	
              /s/ Sam
                Youngblood

            	 
	
              Name:

            	
              Sam Youngblood

            	 
	
              Title:

            	
              CEO

            	 
	 	 	 
	
              ISI DETENTION SYSTEMS, INC.,

            
	
              a Texas corporation

            
	 	 	 
	
              By:

            	
              /s/ Sam
                Youngblood

            	 
	
              Name:

            	
              Sam Youngblood

            	 
	
              Title:

            	
              CEO

            	 
	 	 	 
	
              ISI SYSTEMS, LTD.,

            
	
              a Texas limited partnership

            
	 	   
	 
	
              By:

            	
              ISI DETENTION SYSTEMS, INC.,

            
	 	
              a Texas corporation, its general partner

            
	 	 	 
	
              By:

            	
              /s/ Sam
                Youngblood

            	 
	
              Name:

            	
              Sam Youngblood

            	 
	
              Title:

            	
              CEO

            	 
	 	 	 
	
              METROPLEX CONTROL SYSTEMS, INC.,

            
	
              a Texas corporation, (f/k/a ISI Metroplex Controls, Inc.)

            
	 	 	 
	
              By:

            	
              /s/ Sam
                Youngblood

            	 
	
              Name:

            	
              Sam Youngblood

            	 
	
              Title:

            	
              CEO

            	 


    

     

    
      	
              ISI CONTROLS, LTD.,

            
	
              a Texas limited partnership

            
	 	
            	 
	
              By:

            	
              METROPLEX CONTROL SYSTEMS, INC.,

            
	 	
              a Texas corporation, its general partner

            
	 	 	 
	
              By:

            	
              /s/ Sam
                Youngblood

            	 
	
              Name:

            	
              Sam Youngblood

            	 
	
              Title:

            	
              CEO

            	 


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
              METROPLEX COMMERCIAL FIRE AND

            
	
              SECURITY ALARMS, INC.,

            
	
              a Texas corporation

            
	 	 	 
	
              By:

            	
              /s/ Sam
                Youngblood

            	 
	
              Name:

            	
              Sam Youngblood

            	 
	
              Title:

            	
              CEO

            	 
	 	 	 
	
              MCFSA, LTD.,

            
	
              a Texas limited partnership

            
	 	 	 
	
              By:

            	
              METROPLEX COMMERCIAL FIRE AND

            
	 	
              SECURITY ALARMS, INC.,

            
	 	
              a Texas corporation, its general partner

            
	 	 	 
	
              By:

            	
              /s/ Sam
                Youngblood

            	 
	
              Name:

            	
              Sam Youngblood

            	 
	
              Title:

            	
              CEO

            	 
	 	 	 
	
              COM-TEC SECURITY, LLC

            
	
              a Wisconsin limited liability company

            
	 	 	 
	
              By:

            	
              /s/ Sam
                Youngblood

            	 
	
              Name:

            	
              Sam Youngblood

            	 
	
              Title:

            	
              CEO

            	 
	 	 	 
	
              COM-TEC CALIFORNIA LIMITED
                PARTNERSHIP

            
	
              a Wisconsin limited partnership

            
	 	 	 
	
              By:

            	
              METROPLEX CONTROL SYSTEMS, INC.,

            
	 	
              a Texas corporation, its general partner

            
	 	 	 
	
              By:

            	
              /s/ Sam
                Youngblood

            	 
	
              Name:

            	
              Sam Youngblood

            	 
	
              Title:

            	
              CEO

            	 


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	
              Agreed and accepted:

            
	 	 
	
              BANK:

            
	 	 
	
              THE PRIVATEBANK AND TRUST

            
	
              COMPANY, an Illinois banking corporation

            
	 	 
	
              By:

            	/s/
              Nate Palmer	 
	
              Name:

            	
              Nate Palmer

            	 
	
              Title:

            	Associate
              Managing Director	 


    

     

    
      
        
        

      

      
        26