Exhibit 10.10



                               SECURITY AGREEMENT


     SECURITY  AGREEMENT  (this  "Agreement"),  dated as of May 30, 2006, by and
                                  ---------
among  Pediatric  Prosthetics,  Inc.,  an Idaho corporation ("Company"), and the
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secured parties signatory hereto and their respective endorsees, transferees and
assigns  (collectively,  the  "Secured  Party").
                               --------------

                              W I T N E S S E T H:

     WHEREAS,  pursuant  to  a  Securities  Purchase  Agreement,  dated the date
hereof,  between  Company  and  the  Secured  Party  (the "Purchase Agreement"),
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Company  has  agreed  to  issue  to  the Secured Party and the Secured Party has
agreed  to  purchase  from  Company  certain  of  Company's  6% Callable Secured
Convertible  Notes,  due three years from the date of issue (the "Notes"), which
                                                                  -----
are convertible into shares of Company's Common Stock, par value $.001 per share
(the  "Common  Stock"). In connection therewith, Company shall issue the Secured
Party  certain  Common  Stock  purchase  warrants  (the  "Warrants");  and
                                                          --------

     WHEREAS,  in  order  to  induce  the  Secured  Party to purchase the Notes,
Company  has  agreed  to execute and deliver to the Secured Party this Agreement
for  the  benefit  of  the  Secured  Party  and  to grant to it a first priority
security  interest  in certain property of Company to secure the prompt payment,
performance  and  discharge  in  full  of all of Company's obligations under the
Notes  and  exercise  and  discharge  in full of Company's obligations under the
Warrants.

     NOW, THEREFORE, in consideration of the agreements herein contained and for
other  good  and valuable consideration, the receipt and sufficiency of which is
hereby  acknowledged,  the  parties  hereto  hereby  agree  as  follows:

     1.  Certain  Definitions.  As  used  in this Agreement, the following terms
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shall  have  the  meanings  set  forth  in  this  Section  1. Terms used but not
otherwise  defined  in  this  Agreement that are defined in Article 9 of the UCC
(such  as  "general  intangibles"  and  "proceeds")  shall  have  the respective
            --------------------         --------
meanings  given  such  terms  in  Article  9  of  the  UCC.

          (a)  "Collateral"  means  the collateral in which the Secured Party is
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     granted  a  security interest by this Agreement and which shall include the
     following,  whether  presently  owned  or existing or hereafter acquired or
     coming  into  existence,  and  all additions and accessions thereto and all
     substitutions  and  replacements  thereof,  and  all proceeds, products and
     accounts thereof, including, without limitation, all proceeds from the sale
     or transfer of the Collateral and of insurance covering the same and of any
     tort  claims  in  connection  therewith:

               (i) All Goods of the Company, including, without limitations, all
          machinery, equipment, computers, motor vehicles, trucks, tanks, boats,
          ships,  appliances,  furniture,  special  and general tools, fixtures,
          test and quality control devices and other equipment of every kind and
          nature and wherever situated, together with all documents of title and
          documents representing the same, all additions and accessions thereto,
          replacements therefor, all parts therefor, and all substitutes for any

<PAGE>

          of  the  foregoing  and  all other items used and useful in connection
          with  the  Company's  businesses  and  all  improvements  thereto
          (collectively,  the  "Equipment");  and

               (ii)  All  Inventory  of  the  Company;  and

               (iii)  All  of  the  Company's  contract  rights  and  general
          intangibles, including, without limitation, all partnership interests,
          stock  or  other  securities,  licenses,  distribution  and  other
          agreements,  computer software development rights, leases, franchises,
          customer  lists,  quality  control  procedures,  grants  and  rights,
          goodwill,  trademarks,  service  marks,  trade  styles,  trade  names,
          patents, patent applications, copyrights, deposit accounts, and income
          tax  refunds  (collectively,  the  "General  Intangibles");  and
                                              --------------------

               (iv)  All  Receivables  of  the  Company  including all insurance
          proceeds,  and  rights to refunds or indemnification whatsoever owing,
          together with all instruments, all documents of title representing any
          of  the  foregoing, all rights in any merchandising, goods, equipment,
          motor vehicles and trucks which any of the same may represent, and all
          right, title, security and guaranties with respect to each Receivable,
          including  any  right  of  stoppage  in  transit;  and

               (v)  All  of  the  Company's  documents,  instruments and chattel
          paper,  files,  records,  books  of account, business papers, computer
          programs  and  the  products  and  proceeds  of  all  of the foregoing
          Collateral  set  forth  in  clauses  (i)-(iv)  above.

          (b)  "Company"  shall  mean,  collectively,  Company  and  all  of the
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     subsidiaries  of  Company,  a  list  of  which  is contained in Schedule A,
     attached  hereto.

          (c)  "Obligations"  means  all of the Company's obligations under this
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     Agreement  and  the Notes, in each case, whether now or hereafter existing,
     voluntary  or  involuntary,  direct  or  indirect,  absolute or contingent,
     liquidated  or  unliquidated,  whether or not jointly owed with others, and
     whether  or  not  from  time  to  time  decreased or extinguished and later
     decreased,  created or incurred, and all or any portion of such obligations
     or liabilities that are paid, to the extent all or any part of such payment
     is  avoided or recovered directly or indirectly from the Secured Party as a
     preference,  fraudulent  transfer  or  otherwise as such obligations may be
     amended,  supplemented,  converted, extended or modified from time to time.

          (d) "UCC" means the Uniform Commercial Code, as currently in effect in
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     the  State  of  New  York.

     2.  Grant  of  Security Interest. As an inducement for the Secured Party to
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purchase  the  Notes  and to secure the complete and timely payment, performance
and  discharge  in  full,  as  the  case  may be, of all of the Obligations, the
Company  hereby,  unconditionally  and  irrevocably,  pledges,  grants  and
hypothecates  to  the  Secured  Party,  a  continuing  security  interest  in, a
continuing  first  lien upon, an unqualified right to possession and disposition
of  and a right of set-off against, in each case to the fullest extent permitted
by  law,  all  of the Company's right, title and interest of whatsoever kind and
nature  in  and  to the Collateral, subject to any current UCC-1 on file for the
assets  on  the  Company's  subsidiary  (the  "Security  Interest").
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<PAGE>

     3.  Representations,  Warranties,  Covenants and Agreements of the Company.
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The  Company  represents  and  warrants  to,  and covenants and agrees with, the
Secured  Party  as  follows:

          (a)  The  Company  has  the requisite corporate power and authority to
     enter  into  this  Agreement  and  otherwise  to  carry out its obligations
     thereunder.  The execution, delivery and performance by the Company of this
     Agreement and the filings contemplated therein have been duly authorized by
     all  necessary  action  on the part of the Company and no further action is
     required  by  the  Company.  This  Agreement constitutes a legal, valid and
     binding obligation of the Company enforceable in accordance with its terms,
     except  as  enforceability  may  be  limited  by  bankruptcy,  insolvency,
     reorganization,  moratorium  or  similar  laws affecting the enforcement of
     creditor's  rights  generally.

          (b)  The  Company  represents  and  warrants  that  it has no place of
     business  or  offices where its respective books of account and records are
     kept  (other  than  temporarily  at  the  offices  of  its  attorneys  or
     accountants) or places where Collateral is stored or located, except as set
     forth  on  Schedule  A  attached  hereto;
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          (c)  The  Company  is  the  sole  owner  of the Collateral (except for
     non-exclusive  licenses  granted  by  the Company in the ordinary course of
     business),  free  and clear of any liens, security interests, encumbrances,
     rights or claims, and is fully authorized to grant the Security Interest in
     and  to  pledge the Collateral, except as set forth on Schedule C. There is
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     not  on  file  in  any  governmental  or  regulatory  authority,  agency or
     recording  office  an  effective  financing  statement, security agreement,
     license or transfer or any notice of any of the foregoing (other than those
     that  have  been  filed  in  favor  of  the  Secured Party pursuant to this
     Agreement) covering or affecting any of the Collateral, except as set forth
     on  Schedule  C.  So long as this Agreement shall be in effect, the Company
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     shall  not execute and shall not knowingly permit to be on file in any such
     office  or  agency  any  such  financing  statement  or  other  document or
     instrument  (except to the extent filed or recorded in favor of the Secured
     Party  pursuant  to  the  terms  of this Agreement), except as set forth on
     Schedule  C.
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          (d)  No  part  of  the  Collateral  has  been  judged  invalid  or
     unenforceable.  No  written  claim has been received that any Collateral or
     the Company's use of any Collateral violates the rights of any third party.
     There  has  been  no  adverse  decision to the Company's claim of ownership
     rights  in or exclusive rights to use the Collateral in any jurisdiction or
     to  the  Company's right to keep and maintain such Collateral in full force
     and effect, and there is no proceeding involving said rights pending or, to
     the  best  knowledge  of the Company, threatened before any court, judicial
     body, administrative or regulatory agency, arbitrator or other governmental
     authority.

          (e)  The  Company shall at all times maintain its books of account and
     records  relating  to the Collateral at its principal place of business and
     its Collateral at the locations set forth on Schedule A attached hereto and
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     may  not  relocate such books of account and records or tangible Collateral
     unless  it  delivers  to  the  Secured Party at least 30 days prior to such
     relocation  (i)  written  notice  of  such  relocation and the new location
     thereof  (which  must  be  within the United States) and (ii) evidence that

<PAGE>

     appropriate  financing  statements  and other necessary documents have been
     filed  and recorded and other steps have been taken to perfect the Security
     Interest  to  create  in  favor  of  the Secured Party valid, perfected and
     continuing  first  priority  liens  in  the  Collateral.

          (f)  This  Agreement  creates  in  favor  of the Secured Party a valid
     security interest in the Collateral securing the payment and performance of
     the  Obligations  and, upon making the filings described in the immediately
     following  sentence,  a  perfected first priority security interest in such
     Collateral.  Except  for the filing of financing statements on Form-1 under
     the UCC with the jurisdictions indicated on Schedule B, attached hereto, no
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     authorization  or  approval of or filing with or notice to any governmental
     authority  or  regulatory  body  is  required  either  for the grant by the
     Company  of,  or the effectiveness of, the Security Interest granted hereby
     or  for  the  execution,  delivery and performance of this Agreement by the
     Company  or  for  the perfection of or exercise by the Secured Party of its
     rights  and  remedies  hereunder.

          (g)  On  the  date  of  execution  of this Agreement, the Company will
     deliver  to the Secured Party one or more executed UCC financing statements
     on  Form-1  with  respect  to  the  Security  Interest  for filing with the
     jurisdictions  indicated  on  Schedule B, attached hereto and in such other
                                   ----------
     jurisdictions  as  may  be  requested  by  the  Secured  Party.

          (h)  Except  as  set  forth on Schedule C, the execution, delivery and
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     performance  of  this Agreement does not conflict with or cause a breach or
     default,  or  an  event that with or without the passage of time or notice,
     shall  constitute  a  breach  or  default, under any agreement to which the
     Company is a party or by which the Company is bound. No consent (including,
     without  limitation,  from  stock  holders  or creditors of the Company) is
     required  for  the  Company  to  enter  into  and  perform  its obligations
     hereunder.

          (i)  The  Company  shall  at all times maintain the liens and Security
     Interest provided for hereunder as valid and perfected first priority liens
     and  security  interests  in  the  Collateral in favor of the Secured Party
     until  this  Agreement  and the Security Interest hereunder shall terminate
     pursuant  to  Section  11.  The  Company  hereby  agrees to defend the same
     against  any  and  all persons. The Company shall safeguard and protect all
     Collateral  for  the  account  of  the Secured Party. At the request of the
     Secured  Party,  the  Company will sign and deliver to the Secured Party at
     any  time or from time to time one or more financing statements pursuant to
     the  UCC  (or any other applicable statute) in form reasonably satisfactory
     to the Secured Party and will pay the cost of filing the same in all public
     offices  wherever  filing  is,  or  is  deemed  by the Secured Party to be,
     necessary  or  desirable  to effect the rights and obligations provided for
     herein. Without limiting the generality of the foregoing, the Company shall
     pay  all fees, taxes and other amounts necessary to maintain the Collateral
     and  the  Security  Interest  hereunder,  and  the Company shall obtain and
     furnish  to the Secured Party from time to time, upon demand, such releases
     and/or subordinations of claims and liens which may be required to maintain
     the  priority  of  the  Security  Interest  hereunder.

          (j)  The  Company  will  not  transfer, pledge, hypothecate, encumber,
     license  (except  for  non-exclusive licenses granted and sales made by the
     Company  in  the ordinary course of business), sell or otherwise dispose of
     any  of  the  Collateral  without  the prior written consent of the Secured
     Party.

<PAGE>

          (k)  The  Company shall keep and preserve its Equipment, Inventory and
     other tangible Collateral in good condition, repair and order and shall not
     operate  or locate any such Collateral (or cause to be operated or located)
     in  any  area  excluded  from  insurance  coverage.

          (l)  The  Company  shall,  within ten (10) days of obtaining knowledge
     thereof,  advise  the  Secured Party promptly, in sufficient detail, of any
     substantial  change  in  the Collateral, and of the occurrence of any event
     which  would  have a material adverse effect on the value of the Collateral
     or  on  the  Secured  Party's  security  interest  therein.

          (m)  The  Company  shall  promptly  execute and deliver to the Secured
     Party  such  further  deeds,  mortgages,  assignments, security agreements,
     financing  statements  or  other  instruments,  documents, certificates and
     assurances  and take such further action as the Secured Party may from time
     to  time  request and may in its sole discretion deem necessary to perfect,
     protect  or  enforce  its  security  interest  in the Collateral including,
     without  limitation,  the  execution  and  delivery  of a separate security
     agreement  with  respect  to  the  Company's  intellectual  property
     ("Intellectual Property Security Agreement") in which the Secured Party has
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     been  granted  a  security  interest  hereunder,  substantially  in  a form
     acceptable  to  the  Secured  Party,  which  Intellectual Property Security
     Agreement,  other  than  as  stated therein, shall be subject to all of the
     terms  and  conditions  hereof.

          (n) The Company shall permit the Secured Party and its representatives
     and  agents  to  inspect  the Collateral at any time, and to make copies of
     records  pertaining  to  the  Collateral as may be requested by the Secured
     Party  from  time  to  time.

          (o) The Company will take all steps reasonably necessary to diligently
     pursue and seek to preserve, enforce and collect any rights, claims, causes
     of  action  and  accounts  receivable  in  respect  of  the  Collateral.

          (p)  The Company shall promptly notify the Secured Party in sufficient
     detail  upon  becoming  aware  of any attachment, garnishment, execution or
     other  legal  process  levied  against  any  Collateral  and  of  any other
     information received by the Company that may materially affect the value of
     the  Collateral,  the  Security  Interest or the rights and remedies of the
     Secured  Party  hereunder.

          (q)  All  information  heretofore, herein or hereafter supplied to the
     Secured Party by or on behalf of the Company with respect to the Collateral
     is accurate and complete in all material respects as of the date furnished.

          (r)  Schedule  A  attached  hereto  contains  a  list  of  all  of the
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     subsidiaries  of  Company.

     4.  Defaults.  The  following  events  shall  be  "Events  of  Default":
         --------                                       -------------------

          (a)  The  occurrence  of an Event of Default (as defined in the Notes)
     under  the  Notes;

<PAGE>

          (b) Any representation or warranty of the Company in this Agreement or
     in  the  Intellectual  Property Security Agreement shall prove to have been
     incorrect  in  any  material  respect  when  made;

          (c)  The  failure  by  the  Company  to  observe or perform any of its
     material  obligations  hereunder  or  in the Intellectual Property Security
     Agreement  for ten (10) days after receipt by the Company of notice of such
     failure  from  the  Secured  Party;  and

          (d)  Any  material  breach  of,  or  default  under,  the  Warrants.

     5.  Duty  To Hold In Trust. Upon the occurrence of any Event of Default and
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at  any  time  thereafter, the Company shall, upon receipt by it of any revenue,
income  or other sums subject to the Security Interest, whether payable pursuant
to  the  Notes  or  otherwise, or of any check, draft, note, trade acceptance or
other  instrument evidencing an obligation to pay any such sum, hold the same in
trust  for  the  Secured Party and shall forthwith endorse and transfer any such
sums  or  instruments,  or  both,  to  the  Secured Party for application to the
satisfaction  of  the  Obligations.

     6.  Rights  and  Remedies  Upon  Default.  Upon  occurrence of any Event of
         ------------------------------------
Default  and  at  any time thereafter, the Secured Party shall have the right to
exercise  all  of  the remedies conferred hereunder and under the Notes, and the
Secured  Party  shall  have all the rights and remedies of a secured party under
the  UCC  and/or any other applicable law (including the Uniform Commercial Code
of  any  jurisdiction  in  which  any  Collateral  is  then  located).  Without
limitation,  the  Secured  Party  shall  have  the  following rights and powers:

          (a)  The  Secured Party shall have the right to take possession of the
     Collateral and, for that purpose, enter, with the aid and assistance of any
     person,  any  premises where the Collateral, or any part thereof, is or may
     be  placed  and  remove  the  same,  and  the  Company  shall  assemble the
     Collateral  and  make it available to the Secured Party at places which the
     Secured Party shall reasonably select, whether at the Company's premises or
     elsewhere,  and  make  available to the Secured Party, without rent, all of
     the  Company's  respective  premises  and facilities for the purpose of the
     Secured  Party  taking possession of, removing or putting the Collateral in
     saleable  or  disposable  form.

          (b)  The Secured Party shall have the right to operate the business of
     the  Company using the Collateral and shall have the right to assign, sell,
     lease  or  otherwise  dispose  of  and  deliver  all  or  any  part  of the
     Collateral,  at public or private sale or otherwise, either with or without
     special  conditions  or  stipulations,  for cash or on credit or for future
     delivery,  in  such parcel or parcels and at such time or times and at such
     place  or  places,  and upon such terms and conditions as the Secured Party
     may  deem commercially reasonable, all without (except as shall be required
     by applicable statute and cannot be waived) advertisement or demand upon or
     notice  to  the  Company  or  right of redemption of the Company, which are
     hereby  expressly  waived.  Upon each such sale, lease, assignment or other
     transfer  of  Collateral,  the  Secured  Party  may,  unless  prohibited by
     applicable  law  which  cannot  be  waived, purchase all or any part of the
     Collateral  being  sold,  free  from  and discharged of all trusts, claims,
     right  of  redemption  and equities of the Company, which are hereby waived
     and  released.

<PAGE>

     7.  Applications of Proceeds. The proceeds of any such sale, lease or other
         ------------------------
disposition  of the Collateral hereunder shall be applied first, to the expenses
of  retaking,  holding, storing, processing and preparing for sale, selling, and
the  like  (including,  without  limitation,  any  taxes,  fees  and other costs
incurred  in  connection  therewith)  of  the  Collateral,  to  the  reasonable
attorneys'  fees  and  expenses  incurred  by the Secured Party in enforcing its
rights hereunder and in connection with collecting, storing and disposing of the
Collateral,  and  then to satisfaction of the Obligations, and to the payment of
any  other  amounts  required  by  applicable law, after which the Secured Party
shall  pay  to  the  Company any surplus proceeds. If, upon the sale, license or
other  disposition  of  the Collateral, the proceeds thereof are insufficient to
pay all amounts to which the Secured Party is legally entitled, the Company will
be liable for the deficiency, together with interest thereon, at the rate of 15%
per  annum  (the  "Default  Rate"),  and  the  reasonable  fees of any attorneys
                   -------------
employed  by  the  Secured  Party  to  collect  such  deficiency.  To the extent
permitted  by applicable law, the Company waives all claims, damages and demands
against the Secured Party arising out of the repossession, removal, retention or
sale of the Collateral, unless due to the gross negligence or willful misconduct
of  the  Secured  Party.

     8.  Costs  and  Expenses. The Company agrees to pay all out-of-pocket fees,
         --------------------
costs  and  expenses  incurred in connection with any filing required hereunder,
including without limitation, any financing statements, continuation statements,
partial  releases  and/or termination statements related thereto or any expenses
of any searches reasonably required by the Secured Party. The Company shall also
pay  all other claims and charges which in the reasonable opinion of the Secured
Party  might  prejudice,  imperil  or  otherwise  affect  the  Collateral or the
Security  Interest  therein.  The  Company  will  also,  upon demand, pay to the
Secured  Party  the  amount  of  any  and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the  Secured  Party  may  incur  in  connection  with  the  enforcement  of this
Agreement,  the  custody or preservation of, or the sale of, collection from, or
other realization upon, any of the Collateral, or the exercise or enforcement of
any  of the rights of the Secured Party under the Notes. Until so paid, any fees
payable  hereunder shall be added to the principal amount of the Notes and shall
bear  interest  at  the  Default  Rate.

     9.  Responsibility  for Collateral. The Company assumes all liabilities and
         ------------------------------
responsibility  in  connection  with  all Collateral, and the obligations of the
Company  hereunder  or  under  the  Notes  and  the  Warrants shall in no way be
affected  or  diminished  by reason of the loss, destruction, damage or theft of
any  of  the  Collateral  or  its  unavailability  for  any  reason.

     10.  Security  Interest  Absolute.  All rights of the Secured Party and all
          ----------------------------
Obligations  of  the  Company  hereunder,  shall  be absolute and unconditional,
irrespective  of:  (a) any lack of validity or enforceability of this Agreement,
the  Notes,  the  Warrants  or any agreement entered into in connection with the
foregoing,  or any portion hereof or thereof; (b) any change in the time, manner
or  place  of  payment or performance of, or in any other term of, all or any of
the  Obligations,  or  any  other  amendment  or waiver of or any consent to any
departure  from  the  Notes, the Warrants or any other agreement entered into in
connection with the foregoing; (c) any exchange, release or nonperfection of any
of  the  Collateral,  or  any  release  or  amendment or waiver of or consent to
departure from any other collateral for, or any guaranty, or any other security,
for  all  or  any  of  the  Obligations;  (d) any action by the Secured Party to
obtain, adjust, settle and cancel in its sole discretion any insurance claims or
matters  made  or  arising  in  connection  with the Collateral; or(e) any other
circumstance  which  might

<PAGE>

otherwise constitute any legal or equitable defense available to the Company, or
a  discharge  of  all or any part of the Security Interest granted hereby. Until
the  Obligations  shall  have been paid and performed in full, the rights of the
Secured  Party shall continue even if the Obligations are barred for any reason,
including,  without  limitation,  the  running  of the statute of limitations or
bankruptcy.  The  Company  expressly  waives  presentment,  protest,  notice  of
protest,  demand,  notice of nonpayment and demand for performance. In the event
that  at  any time any transfer of any Collateral or any payment received by the
Secured  Party  hereunder shall be deemed by final order of a court of competent
jurisdiction  to  have been a voidable preference or fraudulent conveyance under
the bankruptcy or insolvency laws of the United States, or shall be deemed to be
otherwise  due  to  any  party  other  than the Secured Party, then, in any such
event,  the  Company's  obligations hereunder shall survive cancellation of this
Agreement, and shall not be discharged or satisfied by any prior payment thereof
and/or  cancellation  of  this  Agreement,  but shall remain a valid and binding
obligation  enforceable  in accordance with the terms and provisions hereof. The
Company  waives  all  right  to require the Secured Party to proceed against any
other  person or to apply any Collateral which the Secured Party may hold at any
time,  or  to  marshal assets, or to pursue any other remedy. The Company waives
any  defense  arising by reason of the application of the statute of limitations
to  any  obligation  secured  hereby.

     11.  Term  of  Agreement.  This  Agreement  and the Security Interest shall
          -------------------
terminate  on  the  date on which all payments under the Notes have been made in
full  and  all  other  Obligations  have  been  paid  or  discharged.  Upon such
termination,  the  Secured  Party,  at  the  request  and  at the expense of the
Company,  will  join  in executing any termination statement with respect to any
financing  statement  executed  and  filed  pursuant  to  this  Agreement.

     12.  Power  of  Attorney;  Further  Assurances.
          -----------------------------------------

          (a)  The  Company  authorizes the Secured Party, and does hereby make,
     constitute  and appoint it, and its respective officers, agents, successors
     or  assigns  with  full  power  of  substitution, as the Company's true and
     lawful  attorney-in-fact, with power, in its own name or in the name of the
     Company, to, after the occurrence and during the continuance of an Event of
     Default,  (i)  endorse  any  notes,  checks, drafts, money orders, or other
     instruments  of  payment (including payments payable under or in respect of
     any  policy  of  insurance) in respect of the Collateral that may come into
     possession of the Secured Party; (ii) to sign and endorse any UCC financing
     statement  or any invoice, freight or express bill, bill of lading, storage
     or  warehouse  receipts, drafts against debtors, assignments, verifications
     and  notices  in  connection with accounts, and other documents relating to
     the  Collateral; (iii) to pay or discharge taxes, liens, security interests
     or other encumbrances at any time levied or placed on or threatened against
     the Collateral;(iv) to demand, collect, receipt for, compromise, settle and
     sue  for monies due in respect of the Collateral; and (v) generally, to do,
     at  the  option  of the Secured Party, and at the Company's expense, at any
     time,  or  from  time  to time, all acts and things which the Secured Party
     deems  necessary  to  protect, preserve and realize upon the Collateral and
     the Security Interest granted therein in order to effect the intent of this
     Agreement,  the Notes and the Warrants, all as fully and effectually as the
     Company  might  or  could do; and the Company hereby ratifies all that said
     attorney shall lawfully do or cause to be done by virtue hereof. This power
     of  attorney  is  coupled with an interest and shall be irrevocable for the
     term  of  this  Agreement  and thereafter as long as any of the Obligations
     shall  be  outstanding.

<PAGE>

          (b)  On  a  continuing  basis,  the  Company  will  make,  execute,
     acknowledge,  deliver,  file  and record, as the case may be, in the proper
     filing  and  recording  places  in  any  jurisdiction,  including,  without
     limitation, the jurisdictions indicated on Schedule B, attached hereto, all
     such  instruments,  and  take  all  such action as may reasonably be deemed
     necessary or advisable, or as reasonably requested by the Secured Party, to
     perfect  the Security Interest granted hereunder and otherwise to carry out
     the  intent  and purposes of this Agreement, or for assuring and confirming
     to  the Secured Party the grant or perfection of a security interest in all
     the  Collateral.

          (c)  The  Company hereby irrevocably appoints the Secured Party as the
     Company's  attorney-in-fact,  with full authority in the place and stead of
     the  Company  and  in  the  name  of  the Company, from time to time in the
     Secured  Party's  discretion,  to  take  any  action  and  to  execute  any
     instrument  which  the  Secured  Party  may  deem necessary or advisable to
     accomplish  the  purposes  of  this Agreement, including the filing, in its
     sole  discretion,  of  one or more financing or continuation statements and
     amendments thereto, relative to any of the Collateral without the signature
     of  the  Company  where  permitted  by  law.

     13.  Notices.  All  notices,  requests,  demands  and  other communications
          -------
hereunder  shall be in writing, with copies to all the other parties hereto, and
shall be deemed to have been duly given when if delivered by hand, upon receipt,
if  sent  by  facsimile,  upon  receipt  of proof of sending thereof, if sent by
nationally  recognized  overnight delivery service (receipt requested), the next
business  day  or  if mailed by first-class registered or certified mail, return
receipt  requested,  postage prepaid, four days after posting in the U.S. mails,
in  each  case  if  delivered  to  the  following  addresses:

If to the Company:             Pediatric Prosthetics, Inc.
                               12926 Willowchase Drive
                               Houston, TX 77070
                               Attention:  Chief Executive Officer
                               Telephone:  (281) 897-1108
                               Facsimile:  (281)

With a copy to:                David M. Loev, Esq.
                               2777 Allen Parkway, Suite 1000
                               Houston, TX 77019
                               Attention:   David M. Loev, Esq.
                               Telephone:  (713) 524-4110
                               Facsimile:   (713)  524-4122

<PAGE>

If to the Secured Party:       AJW Partners, LLC
                               AJW Offshore, Ltd.
                               AJW Qualified Partners, LLC
                               New Millennium Capital Partners II, LLC
                               1044 Northern Boulevard
                               Suite 302
                               Roslyn, New York  11576
                               Attention:  Corey Ribotsky
                               Facsimile:  516-739-7115

With a copy to:                Ballard Spahr Andrews & Ingersoll, LLP
                               1735 Market Street, 51st Floor
                               Philadelphia, Pennsylvania  19103
                               Attention:  Gerald J. Guarcini, Esq.
                               Facsimile:  215-864-8999

     14. Other Security. To the extent that the Obligations are now or hereafter
         --------------
secured  by  property other than the Collateral or by the guarantee, endorsement
or  property  of  any  other person, firm, corporation or other entity, then the
Secured  Party  shall  have  the  right,  in  its  sole  discretion,  to pursue,
relinquish,  subordinate,  modify or take any other action with respect thereto,
without  in any way modifying or affecting any of the Secured Party's rights and
remedies  hereunder.

     15.  Miscellaneous.
          -------------

          (a)  No  course  of dealing between the Company and the Secured Party,
     nor  any  failure  to exercise, nor any delay in exercising, on the part of
     the  Secured  Party,  any  right, power or privilege hereunder or under the
     Notes  shall  operate  as a waiver thereof; nor shall any single or partial
     exercise  of any right, power or privilege hereunder or thereunder preclude
     any  other  or further exercise thereof or the exercise of any other right,
     power  or  privilege.

          (b)  All  of the rights and remedies of the Secured Party with respect
     to  the  Collateral,  whether  established hereby or by the Notes or by any
     other  agreements,  instruments  or documents or by law shall be cumulative
     and  may  be  exercised  singly  or  concurrently.

          (c)  This  Agreement  constitutes  the entire agreement of the parties
     with  respect to the subject matter hereof and is intended to supersede all
     prior  negotiations,  understandings  and  agreements with respect thereto.
     Except  as  specifically  set forth in this Agreement, no provision of this
     Agreement  may  be  modified  or  amended  except  by  a  written agreement
     specifically  referring to this Agreement and signed by the parties hereto.

          (d)  In  the  event that any provision of this Agreement is held to be
     invalid,  prohibited  or  unenforceable in any jurisdiction for any reason,
     unless  such provision is narrowed by judicial construction, this Agreement
     shall, as to such jurisdiction, be construed as if such invalid, prohibited
     or  unenforceable  provision  had  been more narrowly drawn so as not to be
     invalid,  prohibited  or  unenforceable. If, notwithstanding the foregoing,
     any  provision  of  this  Agreement  is  held  to be invalid, prohibited or
     unenforceable in any jurisdiction, such provision, as to such jurisdiction,
     shall  be  ineffective  to  the  extent  of such invalidity, prohibition or
     unenforceability  without  invalidating  the  remaining  portion  of  such

<PAGE>

     provision  or  the other provisions of this Agreement and without affecting
     the validity or enforceability of such provision or the other provisions of
     this  Agreement  in  any  other  jurisdiction.

          (e)  No  waiver  of  any  breach  or  default  or any right under this
     Agreement  shall  be  considered  valid unless in writing and signed by the
     party  giving  such  waiver, and no such waiver shall be deemed a waiver of
     any  subsequent  breach or default or right, whether of the same or similar
     nature  or  otherwise.

          (f)  This  Agreement shall be binding upon and inure to the benefit of
     each  party  hereto  and  its  successors  and  assigns.

          (g)  Each party shall take such further action and execute and deliver
     such further documents as may be necessary or appropriate in order to carry
     out  the  provisions  and  purposes  of  this  Agreement.

          (h)  This  Agreement shall be construed in accordance with the laws of
     the  State  of  New  York, except to the extent the validity, perfection or
     enforcement  of  a security interest hereunder in respect of any particular
     Collateral which are governed by a jurisdiction other than the State of New
     York  in  which  case  such  law  shall  govern. Each of the parties hereto
     irrevocably  submit  to the exclusive jurisdiction of any New York State or
     United  States Federal court sitting in Manhattan county over any action or
     proceeding  arising  out  of or relating to this Agreement, and the parties
     hereto  hereby  irrevocably agree that all claims in respect of such action
     or proceeding may be heard and determined in such New York State or Federal
     court. The parties hereto agree that a final judgment in any such action or
     proceeding  shall  be conclusive and may be enforced in other jurisdictions
     by suit on the judgment or in any other manner provided by law. The parties
     hereto  further  waive  any objection to venue in the State of New York and
     any  objection  to  an action or proceeding in the State of New York on the
     basis  of  forum  non  conveniens.

          (i)  EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO
     A  JURY  TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
     THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING
     OF  ANY  DISPUTES  THAT  MAY  BE  FILED IN ANY COURT AND THAT RELATE TO THE
     SUBJECT  MATER  OF  THIS  AGREEMENT,  INCLUDING WITHOUT LIMITATION CONTRACT
     CLAIMS,  TORT  CLAIMS,  BREACH  OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
     STATUTORY  CLAIMS.  EACH  PARTY  HERETO  ACKNOWLEDGES THAT THIS WAIVER IS A
     MATERIAL  INDUCEMENT  FOR EACH PARTY TO ENTER INTO A BUSINESS RELATIONSHIP,
     THAT  EACH  PARTY  HAS  ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
     AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR
     RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT IT
     HAS  REVIEWED  THIS  WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY HAS
     KNOWINGLY  AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL FOLLOWING SUCH
     CONSULTATION.  THIS  WAIVER  IS  IRREVOCABLE, MEANING THAT, NOTWITHSTANDING
     ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
     WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS
     AND  SUPPLEMENTS  OR  MODIFICATIONS  TO  THIS  AGREEMENT. IN THE EVENT OF A
     LITIGATION,  THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
     THE  COURT.

          (j) This Agreement may be executed in any number of counterparts, each
     of  which  when  so  executed shall be deemed to be an original and, all of
     which  taken  together  shall constitute one and the same Agreement. In the
     event  that  any  signature  is  delivered  by facsimile transmission, such
     signature  shall  create  a valid binding obligation of the party executing
     (or  on  whose  behalf  such  signature is executed) the same with the same
     force  and effect as if such facsimile signature were the original thereof.













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<PAGE>

     IN  WITNESS WHEREOF, the parties hereto have caused this Security Agreement
to  be  duly  executed  on  the  day  and  year  first  above  written.


                         PEDIATRIC PROSTHETICS, INC.

                         By: /s/ Linda Putback-Bean
                         -----------------------------
                         Linda  Putback-Bean
                         Chief  Executive  Officer



                         AJW  PARTNERS,  LLC
                         By:  SMS  Group,  LLC

                         By: /s/ Corey S. Ribotsky
                         -----------------------------
                         Corey  S.  Ribotsky
                         Manager



                         AJW  OFFSHORE,  LTD.
                         By:  First  Street  Manager  II,  LLC

                         By: /s/ Corey S. Ribotsky
                         ------------------------------
                         Corey  S.  Ribotsky
                         Manager



                         AJW  QUALIFIED  PARTNERS,  LLC
                         By:  AJW  Manager,  LLC

                         By: /s/ Corey S. Ribotsky
                         -------------------------------
                         Corey  S.  Ribotsky
                         Manager



                         NEW  MILLENNIUM  CAPITAL  PARTNERS  II,  LLC
                         By:  First  Street  Manager  II,  LLC

                         By: /s/ Corey S. Ribotsky
                         -------------------------------
                         Corey  S.  Ribotsky
                         Manager

<PAGE>