EXHIBIT 10.4

                               SECURITY AGREEMENT

            SECURITY   AGREEMENT   dated  as  of  May  22,  2006,   by  SYNOVICS
PHARMACEUTICALS,  INC, a Nevada  corporation (the "Grantor") in favor of BANK OF
INDIA, acting by and through its New York Branch (the "Bank").

                                   WITNESSETH

            WHEREAS,  Grantor has  requested  the Bank to allow  certain  credit
facilities  as  provided  for in the Credit  Agreement,  of even date  herewith,
between the Bank and  Grantor  (the  "Agreement")  and the Grantor has agreed to
enter into and deliver this Security  Agreement to secure its obligations to the
Bank arising under this Agreement, the Note and the other Credit Documents; and

            WHEREAS,  capitalized  terms used and not otherwise  defined  herein
shall have the meanings given them in the Agreement.

            NOW, THEREFORE, the Grantor agrees as follows:

                                    ARTICLE I
                           GRANT OF SECURITY INTEREST

            SECTION 1.01. GRANT. As general and continuing  collateral  security
for the full,  prompt  and  complete  payment  and  performance  as and when due
(whether  at  stated  maturity,   by  acceleration  or  otherwise)  of  all  the
Obligations,   the  Grantor  hereby  assigns,   conveys,   mortgages,   pledges,
hypothecates  and  transfers  to the Bank,  and  hereby  grants  to the Bank,  a
continuing  lien upon and a general  security  interest in, all of the Grantor's
right,  title and interest in, to and under the following,  whether now owned or
existing or hereafter  acquired,  arising or coming into  existence and wherever
located  (all  of  which  being  hereinafter  collectively  referred  to as  the
"Collateral"):

            (a)   The following property:

                  (1)   ACCOUNTS  RECEIVABLE.   All  accounts,   chattel  paper,
                        contracts,  contract  rights,  account  receivable,  tax
                        refunds,  notes  receivable,  documents  other choses in
                        action  and  general  intangibles,  including,  but  not
                        limited to, proceeds of inventory and returned goods and
                        proceeds  from the sale of goods and  services,  and all
                        rights,  liens,  securities,  guaranties,  remedies  and
                        privileges  related  thereto,  including  the  right  of
                        stoppage in transit and rights and  property of any kind
                        forming the subject matter of any of the foregoing; and

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                  (2)   DEPOSIT ACCOUNTS. All time, savings, demand, certificate
                        of deposit or other accounts deposits with or payable by
                        the Bank in the  name of the  Grantor  or in  which  the
                        Grantor has any right, title or interest,  including but
                        not limited to all sums now or at any time  hereafter on
                        deposit, and any renewals, extensions or replacements of
                        and all  other  property  which may from time to time be
                        acquired  directly or  indirectly  using the proceeds of
                        any of the foregoing; and

                  (3)   INVENTORY AND EQUIPMENT.  All inventory and equipment of
                        every type or description  wherever located,  including,
                        but not limited to all raw materials, parts, containers,
                        work in  process,  finished  goods,  goods  in  transit,
                        wares,  merchandise,   furniture,   fixtures,  hardware,
                        machinery, tools, parts, supplies, automobiles,  trucks,
                        other   intangible   personalty  of  whatever  kind  and
                        wherever  located  associated  with Grantor's  business,
                        tools  and  goods  returned  for  credit,   repossessed,
                        reclaimed or otherwise reacquired by the Grantor; and

                  (4)   DOCUMENTS  OF TITLE.  All  Documents  of Title and other
                        property  from  time to  time  received,  receivable  or
                        otherwise   distributed  in  respect  of,   exchange  or
                        substitution  for or  addition  to any of the  foregoing
                        including but not limited to any Documents of Title; and

                  (5)   RIGHTS UNDER THE TECHNOLOGY  LICENSE  AGREEMENT.  All of
                        Grantor's  right  to  develop,  make,  have  made,  use,
                        import,  offer  for  sale,  market,  sell and  otherwise
                        commercialize  certain  products  under  the  Technology
                        License  Agreement,  dated as of March 16, 2005, entered
                        into between Nostrum  Pharmaceuticals,  Inc., a Delaware
                        corporation,   and  Grantor  (under  its  previous  name
                        Bionutrics,  Inc),  as  amended  from  time to time (the
                        "Technology License Agreement").

                  (6)   OTHER PROPERTY.

                        (a)   All other intangible property; and

                        (b)   All  proceeds   (including   but  not  limited  to
                              insurance proceeds) and products of and accessions
                              and annexations to any of the foregoing; and

                        (c)   All assets of any type or description  that may at
                              any time be assigned or  delivered to or come into
                              possession  of the  Bank for any  purpose  for the
                              account of the  Grantor or as to which the Grantor
                              may have any right, title,  interest or power, and
                              property  in the  possession  or  custody of or in
                              transit to anyone for the account of the Bank,  as
                              well as all  proceeds  and  products  thereof  and
                              accessions and annexations thereto; and

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                        (d)   All  know-how,   information,   permits,  patents,
                              copyrights,  goodwill,  trade marks,  trade names,
                              licenses  and  approvals  held by  Grantor  in its
                              subsidiaries and affiliates; and

                        (e)   All of the books, records and documents pertaining
                              to any of the foregoing.


                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

            The Grantor represents and warrants as follows:

            SECTION  2.01.  FINANCING  STATEMENTS.  No  agreement,  certificate,
charge,  instrument,  financing statement or other document or notice evidencing
or relating to any Lien in the  Collateral  is or will be on file or has been or
will be recorded in any office,  registry or place,  other than those evidencing
or relating to Liens expressly permitted by the Agreement.

            SECTION  2.02.  ASSURANCE OF TITLE.  The Grantor is and shall remain
the owner of all of the  Collateral,  free and clear of all  Liens,  claims  and
rights of others of any kind, except as expressly permitted by the Agreement, if
any, and except for sales of inventory in the ordinary course of business.

            SECTION 2.03.  ADDRESSES.  The chief executive  office and principal
place of business  of the  Grantor,  and the books and  records  relating to the
Collateral,  are each located at the  Grantor's  offices at 2575 East  Camelback
Road, Suite 450, Phoenix, Arizona 85016.

            SECTION  2.04.  CHARGES  AND  TAXES.  Except  for  fees  for  filing
financing  statements  under the Uniform  Commercial Code, there is no filing or
recording fee, documentary, stamp or other similar tax or other charge necessary
or  appropriate  to be  paid in  connection  with  the  execution,  delivery  or
performance  of this  Security  Agreement  or any  other  document  contemplated
hereby, the creation, preservation or perfection of any Lien or interest granted
hereby,  the  exercise  or  enforcement  of any rights or  remedies  of the Bank
hereunder or in connection  with this Security  Agreement or the  Obligations or
the realization upon any of the Collateral.

                                   ARTICLE III
                                    COVENANTS

            The Grantor covenants and agrees as follows:

            SECTION 3.01.  FURTHER DOCUMENTS AND ACTIONS.  From time to time the
Grantor  shall (a) pay all filing and  recording  fees,  documentary,  stamp and
other similar taxes and other charges,  (b) endorse,  execute and deliver to the
Bank all agreements,  certificates,  charges, instruments, documents or notices,
including but not limited to financing and continuation  statements,  and (c) do
all acts and things  necessary or appropriate  in the Bank's sole  discretion to
carry into effect the provisions of this Security Agreement or create,  preserve
or

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perfect any Lien or interest  granted  hereby or to enable or assist the Bank to
exercise or enforce its rights or remedies  hereunder or in connection with this
Security Agreement or with the Obligations or to facilitate realization upon the
Collateral in accordance with this Security  Agreement.  THE GRANTOR  AUTHORIZES
THE BANK TO FILE  ANY  AGREEMENT,  CERTIFICATE,  CHARGE,  INSTRUMENT,  DOCUMENT,
NOTICE,  FINANCING STATEMENT (OR AMENDMENT THERETO) OR CONTINUATION STATEMENT IN
SUCH FORM, WITH OR WITHOUT THE GRANTOR'S NAME SIGNED THEREON, AND IN SUCH PLACES
AS MAY BE APPROPRIATE  IN THE BANK'S SOLE  DISCRETION TO PRESERVE OR PERFECT THE
LIEN OR SECURITY  INTEREST  GRANTED HEREIN.  To the extent permitted by law, the
Grantor  agrees that filed  photocopies  of financing  statements  (or amendment
thereto) and  continuation  statements shall be sufficient to perfect the Bank's
Lien and security interests hereunder.

            SECTION 3.02.  INVENTORY.  Except as otherwise  notified by the Bank
upon the occurrence of an Event of Default,  Collateral  consisting of inventory
may be sold by the Grantor in the ordinary course of business.

            SECTION 3.03. DOCUMENTS OF TITLE. With respect to documents of title
relating to any Collateral referred to in Section 1.01(a)(3) hereof:

            (a)   All such  documents of title shall be delivered to the Bank in
form and substance  satisfactory to the Bank so that title thereto passes to the
Bank without  further acts or  documents.  Upon the  occurrence  of any Event of
Default, the Bank is hereby authorized, at its option and without any obligation
to do so, to deliver to the issuer of any such  Collateral  or any other  person
pledge  instructions,  transfer  instructions  or both  and  notifications  with
respect  thereto,  and to  transfer  to  itself  all or any  part of  Collateral
represented thereby; and

            (b)   Upon an Event of  Default,  the Bank  shall  have the right to
appoint one or more agents for the purpose of retaining  physical  possession of
any such Collateral.

            SECTION 3.04.  INDEMNIFICATION.  The Grantor agrees to indemnify and
hold harmless the Bank and each of its officers, directors, agents, advisors and
employees from and against any and all claims, damages,  liabilities,  costs and
expenses   (including  without   limitation,   reasonable  fees,   expenses  and
disbursements  of counsel) that may be incurred by or asserted  against the Bank
in  connection  with  or  arising  out  of  any  investigation,   litigation  or
proceeding,  whether threatened or initiated, relating to the Collateral or this
Security  Agreement,  whether  or not  the  Bank is a  party  thereto;  provided
however,  that the Grantor  shall not be required to  indemnify  any such person
from or against any portion of such  claims,  damages,  liabilities  or expenses
found by final judgment  after all appeals by a court of competent  jurisdiction
to have arisen out of gross negligence, bad faith, or willful misconduct of such
person.

            SECTION  3.05.  CONTINUOUS  PERFECTION.  Except as  permitted by the
following sentence,  the Grantor will not change its name, identity or corporate
structure in any manner and will not change its  principal  place of business or
chief  executive  office  or the  places  where it keeps the  Collateral  or the
records  concerning  the  Collateral.  If the  Grantor  wishes  to

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make any such  change,  the Grantor will give the Bank at least thirty (30) days
prior written notice thereof and will take all action (or make  arrangements  to
take  such  action  substantially  simultaneously  with  such  change  if  it is
impossible  to take such  action in advance)  necessary  or  appropriate  in the
Bank's  sole  discretion  to amend  each  financing  statement  or  continuation
statement  and  otherwise  to cause the Bank to continue  to maintain  its first
perfected lien on, and security interest in, the Collateral.

                                   ARTICLE IV
                                 ADMINISTRATION

            SECTION 4.01.  BANK'S DUTY OF CARE. In the event that the Bank takes
possession of the Collateral, the Bank may, but shall be under no obligation to,
take such  actions as it may deem  appropriate  to  protect  the  Collateral  by
insurance or otherwise.  In such event, the Bank's sole duty with respect to the
Collateral  shall be use  reasonable  care in the custody,  use,  operation  and
physical  preservation  of the  Collateral  in its  possession,  and the Grantor
shall,  as an  Obligation,  reimburse  the Bank  for all  reasonable  costs  and
expenses, including but not limited to insurance costs, taxes and other charges,
incurred  in  connection  with the  custody,  use,  operation,  care or physical
preservation of the Collateral. The Bank shall incur no liability to the Grantor
for any act of government,  act of God, robbery,  vandalism,  war, insurrection,
riot, civil unrest,  fire,  flood or other  destruction in whole or part, or its
failure to provide adequate protection or insurance for the Collateral. The Bank
shall have no obligation to take any action to preserve any rights in any of the
Collateral  against the other  persons and  Grantor  hereby  agrees to take such
action;  Grantor shall defend the Collateral against all such claims and demands
of all persons, at all times, as are adverse to the Bank. The Bank shall have no
obligation to realize upon any Collateral as authorized herein or by law.

            SECTION 4.02. COLLATERAL ACCOUNT.

            (a)   All proceeds for the Collateral, other than proceeds for sales
of inventory in the ordinary course of business,  shall be delivered to the Bank
in an account of Grantor designated by the Bank; and

            (b)   The Grantor  shall  receive all proceeds of the  Collateral as
agent of and in trust  for the Bank and  shall  transmit  to the Bank on the day
thereof,  or at other mutually  agreed  intervals,  all cash,  original  checks,
drafts, acceptances,  notes and other evidence of payment received in payment of
or on account of such  Collateral.  Until  delivery,  the Grantor shall keep all
such  proceeds  separate  and apart from the  Grantor's  own  funds,  capable of
identification as the property of the Bank, and shall hold the same in trust for
the Bank; and

            (c)   All proceeds  shall be accompanied by a report in such form as
the Bank shall require. The Grantor's name will appear, if at all, on an account
referred in Section  4.02(a) above for  identification  purposes only.  Funds in
such account shall not be subject to withdrawal by the Grantor, but shall at all
times be subject to the sole dominion and control of the Bank. All funds held in
such account may be applied  against the  Obligations at the sole  discretion of
the Bank.  Notwithstanding the foregoing,  in the event the Grantor notifies the
Bank that it intends to

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utilize such  proceeds to replace such  Collateral  the Bank may consent to such
use, such consent not to be unreasonably withheld.

            SECTION  4.03.  COLLECTIONS.  So long as no  Event  of  Default  has
occurred, the Bank authorizes and permits the Grantor to collect amounts owed to
the Grantor by account debtors.  This Privilege may be terminated by the Bank at
any time  without  notice to the  Grantor  after the  occurrence  and during the
continuance  of an Event of  Default,  and the Bank  may  thereupon  notify  any
account debtor or debtors of the assignment of their obligations to the Bank and
collect the same. Thereupon, the Grantor shall, if requested by the Bank, notify
any or all  account  debtors  to make  payment  of any  amounts  owed under such
obligations  directly to the Bank or for  deposit to the account  referred to in
Section 4.02(a) above.

                                    ARTICLE V
                          EFFECT OF AN EVENT OF DEFAULT

            SECTION  5.01.  COSTS  REIMBURSED.If  the Bank pays any  amounts  in
connection  with (a) any  license,  fee or  similar  charges,  or  penalties  or
interest thereon,  (b) obtaining any insurance or paying the premium or premiums
therefor,  (c)  performing or causing to be performed  any repair,  replacement,
rebuilding or other work or (d) taxes or municipal or governmental  assessments,
rates,  charges,  impositions or liens with respect to the Collateral,  then the
Grantor  shall,  on the  demand  of the Bank,  repay or cause to be repaid  such
amount  to the  Bank,  and  such  amounts  so  required  to be  repaid  shall be
Obligations.

            SECTION 5.02. ACTION REGARDING COLLATERAL AND WAIVER OF CLAIMS.

            (a)   Upon the occurrence and during the  continuance of an Event of
Default,  the  Bank,  at any time  and in its sole  discretion,  may  enter  any
premises in which the Collateral  may be located and may remove such  Collateral
to such place as the Bank may deem advisable, or require the Grantor to assemble
and make all Collateral  available at such place as the Bank may direct, and may
sell, dispose of, resell, assign,  transfer, lease and deliver or otherwise deal
or decline to deal with all or any part of the Collateral,  in each case without
advertisement,  in one or more  sales,  at such price or  prices,  and upon such
commercially  reasonable  terms (such as requiring any purchaser of any stock to
represent that such purchase is for investment purposes only) either for cash or
credit or future delivery as the Bank may elect. The Grantor authorizes the Bank
to grant  extensions or  modifications of terms to, or adjust claims of, or make
compromises  with,  debtors,  guarantors  or any other  parties  with respect to
accounts  or any  securities,  guaranties  or  insurance  or  other  obligations
comprising  Collateral  without  notice to, or consent of, the Grantor,  without
affecting the Obligations and without liability of the Bank to account except in
the event of gross  negligence,  bad faith, or willful  misconduct.  The Grantor
waives notice of non-payment, protest and all other notices to which the Grantor
might  otherwise be entitled.  The  proceeds of any such  liquidation,  less all
reasonable  costs and expenses  incurred in  connection  therewith,  and, at the
option  of the  Bank,  less any  other  Liens or  claims  discharged  with  such
proceeds,  shall be applied by the Bank against the  Obligations  in  accordance
with this  Security  Agreement  and the  Agreement.  Their  Grantor shall remain
liable to the Bank for any deficiency in payment of the Obligations.

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            (b)   Except as otherwise provided in this Security  Agreement,  THE
GRANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOTICE
AND JUDICIAL  HEARING IN  CONNECTION  WITH THE BANK'S  TAKING  POSSESSION OR THE
BANK'S DISPOSITION OF ANY OF THE COLLATERAL,  INCLUDING, WITHOUT LIMITATION, ANY
AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT  REMEDY OR REMEDIES AND ANY
SUCH RIGHT WHICH THE GRANTOR WOULD OTHERWISE HAVE UNDER THE  CONSTITUTION OR ANY
STATUTE OF THE UNITED  STATES OR OF ANY STATE,  and the Grantor  hereby  further
waives, to the fullest extent permitted by law:

            1.    all damages  occasioned by such taking of  possession,  except
                  any  damages  that are the direct  result of the Bank's  gross
                  negligence, bad faith, or willful misconduct; and

            2.    all other requirements as to the time, place and terms of sale
                  or other  requirements  with respect to the enforcement of the
                  Bank's rights hereunder; and

            3.    any obligation of the Bank to marshal  assets,  and all rights
                  of redemption following sale, appraisement,  valuation,  stay,
                  extension  or  moratorium  now or hereafter in force under any
                  applicable law in order to prevent or delay the enforcement of
                  this Security Agreement or the absolute sale of the Collateral
                  or any portion  thereof,  and the Grantor,  for itself and all
                  who may claim under it, insofar as it or they now or hereafter
                  lawfully may, hereby waives the benefit of all such laws.


            (c)   Any sale or disposition of, or any other realization upon, any
Collateral shall operate to divest all right, title, interest, claim and demand,
either at law or in equity,  of the Grantor therein and thereto,  and shall be a
perpetual bar both at law and in equity  against the Grantor and against any and
all Persons claiming or attempting to claim the Collateral so sold, disposed of,
or realized upon, or any part thereof, from, through or under the Grantor.

            (d)   Without  limiting any other  provision of the Agreement,  upon
the occurrence and during the continuance of an Event of Default, the Bank shall
have all rights and  remedies of a secured  party  under the Uniform  Commercial
Code.

            SECTION 5.03.  BANK APPOINTED  ATTORNEY-IN-FACT.  The Grantor hereby
irrevocably  appoints  the Bank the  attorney-in-fact  of the Grantor  with full
power in the name and on behalf of the Grantor to take any action, including the
defense  or  initiation  of  any  litigation  and to  execute  and  deliver  any
agreement,  certificate,  charge document, notice or instrument (including,  but
not  limited  to  financing  statements,  amendments  thereto  and  continuation
statements)  that  the  Bank  may  deem  necessary  or  appropriate  in its sole
discretion to accomplish the purposes hereof,  which  appointment is irrevocable
and coupled with an interest.  All acts of said attorney are hereby ratified and
approved and said  attorney and its  designees  shall not be liable for, and the
Grantor shall hold the same harmless from  liability for, any acts or failure to

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act,  or for any error of  judgment  or  mistake  of law or fact,  absent  gross
negligence, bad faith, or willful misconduct.


                                   ARTICLE VI
                         GRANTOR'S OBLIGATIONS ABSOLUTE

            SECTION 6.01. GRANTOR'S OBLIGATIONS ABSOLUTE. The obligations of the
Grantor under this Security  Agreement shall be absolute and  unconditional  and
shall  remain in full  force and  effect  without  regard  to,  and shall not be
released,  suspended,  discharged,  terminated  or  otherwise  affected  by, any
circumstances or occurrence whatsoever, including, without limitation:

            (a)   any  renewal,  extension,  amendment  or  modification  of, or
addition or  supplement  to or deletion  from,  or waiver,  consent,  extension,
indulgence or other action or inaction,  or any exercise or  nonexercise  of any
right,  remedy,  power or privilege  under or in respect of, the Agreement,  the
Note or any other Credit Documents or any other instrument or agreement referred
to in any thereof, or any assignment or transfer of any thereof; or


            (b)   any furnishing of any  additional  security to the Bank or any
acceptance thereof or any sale, exchange,  release,  surrender or realization of
or upon any security by the Bank.


                                   ARTICLE VII
                               GENERAL PROVISIONS

            SECTION  7.01.  CONTINUITY.  The  security  Agreement  shall  become
effective immediately, shall be continuing and remain in effect, notwithstanding
any intermittent absence of Obligations.

            SECTION  7.02.  OTHER  DOCUMENTS.  All  Obligations  and all  notes,
guaranties  or  other   agreements,   certificates,   instruments  or  documents
evidencing Obligations are separate agreements and may be negotiated,  executed,
modified, cancelled or released by the Bank without releasing the Grantor or the
Collateral  (or  any  endorser,  guarantor  or  co-maker  of any  Collateral  or
Obligations).  The Grantor  consents to any  extension of time of payment of any
Obligations  and  all  actions  or  inactions  with  respect  thereto  or to any
Collateral, guaranties or other security therefor.

            SECTION 7.03. REMEDIES CUMULATIVE.  All rights,  remedies and powers
of the Bank hereunder and in connection herewith are irrevocable and cumulative,
and not alternative or exclusive,  and shall be in addition to all other rights,
remedies and powers of the Bank whether under law, equity or agreement.

            SECTION 7.04. NO WAIVER.  No Waiver or amendment of, or  forbearance
to  enforce,  any of the  Bank's  rights  hereunder  shall be  effective  unless
expressly  granted in  writing,  and shall be  limited  to the extent  expressed
therein. No delay on the part of the Bank or in the

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exercise of any right or remedy shall operate as a waiver  thereof and no single
or partial  exercise by the Bank of any right or remedy shall  preclude other or
further exercise thereof or the exercise of any other right or remedy.  The Bank
may from time to time,  whether  before or after  any of the  Obligations  shall
become due and  payable,  without  notice to,  demand of or any  reservation  of
rights  against,  the  Grantor,  all of which  the  Grantor  (and any  endorser,
guarantor or co-maker) hereby  acknowledges to be waived,  at the expense of the
Grantor,  take all or any of the following actions:  (a) retain or obtain a Lien
in  any  property,  in  addition  to  the  Collateral,  to  secure  any  of  the
Obligations;  (b) retain or obtain the  primary or  secondary  liability  of any
party or  parties,  in  addition  to the  Grantor,  with  respect  to any of the
Obligations; (c) renew, extend, accelerate,  modify, compromise, settle, release
or surrender any Obligation or any obligations of any other person  primarily or
secondarily liable for all or any part of the Obligations with respect to any or
all of the  Obligations;  (d) renew,  extend,  accelerate,  modify,  compromise,
settle, release or surrender all or any part of any property, in addition to the
Collateral,  securing any of the Obligations or any obligations of any nature of
any person with respect to any such  property;  (e) resort to the Collateral for
payment of any of the  Obligations in accordance  with this Security  Agreement,
whether  or not it shall  have  resorted  to any  other  property  securing  the
Obligations or shall have proceeded or exhausted its remedies  against any other
person primarily or secondarily liable on any of the Obligations; or (f) release
or  substitute  any other  person  primarily  liable  for all or any part of the
Obligations.

            SECTION 7.05. GOVERNING LAW;  SEVERABILITY.  This Security Agreement
shall be governed by, and  construed  and  interpreted  in  accordance  with the
internal laws,  excluding any laws regarding the conflict or choice of laws, of,
the State of New York,  except to the extent that the validity or  perfection of
the security interest hereby granted in the Collateral,  or remedies  hereunder,
are  governed  by the laws of a  jurisdiction  other than the State of New York.
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, or invalid  under,  such law, such
provision shall be ineffective to the extent of such  prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Security Agreement.

            SECTION 7.06.  LITIGATION.  Notwithstanding  any termination hereof,
the Grantor  hereby  irrevocably  consents and submits to the  jurisdiction  and
venue of any court of  competent  jurisdiction  sitting in the City,  County and
State of New York for  adjudication  of any  dispute  concerning  this  Security
Agreement,  the Note or other  Credit  Documents.  To the  extent  permitted  by
applicable  law,  the Grantor  waives trial by jury and waives and agrees not to
raise any claim it may have that any such court is not a convenient forum.

            SECTION 7.07. ASSIGNMENT. This security Agreement shall inure to and
be binding  upon the  successors  and assigns of the  Grantor and the Bank.  The
Grantor shall have no right to assign this Security  Agreement without the prior
written  consent of the Bank and any purported  assignment  without such consent
shall be null and void.

            SECTION 7.08.  NOTICE.  Notice shall be given in the manner provided
in the Agreement.

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      IN WITNESS WHEREOF,  the Grantor has caused this Security  Agreement to be
executed  and  delivered by its duly  authorized  officer as of the day and year
first above written.


                                        SYNOVICS PHARMACEUTICALS, INC.



                                        By: _____________________________
                                              Name:
                                              Title:
                                              Tax I.D. No.:


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STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)


      On the _____ day of May in the year 2006  before  me,  the  undersigned  a
notary public in and for said state,  personally  appeared  ___________________,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the individual(s)  whose name(s) is (are) subscribed to the within instrument
and  acknowledged  to me that  he/she/they  executed  the same in  his/her/their
capacity(ies),  and that by his/her/their  signature(s),  in the instrument, the
individual(s),  or the  person  upon  behalf of which the  individual(s)  acted,
executed the instrument.




                                        __________________________________
                                        Signature and office of individual
                                        taking acknowledgment


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