Exhibit 10.11


                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

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

     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.  Defined  Terms.  Unless  otherwise defined herein, terms which are
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     defined  in  the  Purchase  Agreement  and  used  herein  are so used as so
     defined;  and  the  following  terms  shall  have  the  following meanings:

              "Software  Intellectual  Property"  shall  mean:
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               (a) all software programs (including all source code, object code
          and  all  related  applications  and  data  files), whether now owned,
          upgraded,  enhanced,  licensed  or leased or hereafter acquired by the
          Company,  above;

               (b)  all  computers  and  electronic data processing hardware and
          firmware  associated  therewith;

               (c)  all  documentation  (including  flow charts, logic diagrams,
          manuals,  guides  and  specifications)  with respect to such software,
          hardware  and firmware described in the preceding clauses (a) and (b);
          and

               (d)  all  rights with respect to all of the foregoing, including,
          without  limitation,  any and all upgrades, modifications, copyrights,
          licenses,  options,  warranties,  service contracts, program services,

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          test  rights,  maintenance rights, support rights, improvement rights,
          renewal  rights  and indemnifications and substitutions, replacements,
          additions,  or  model  conversions  of  any  of  the  foregoing.

               "Copyrights"  shall  mean  (a)  all copyrights, registrations and
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          applications  for  registration,  issued  or  filed,  including  any
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          reissues, extensions or renewals thereof, by or with the United States
          Copyright Office or any similar office or agency of the United States,
          any  state  thereof,  or  any  other  country or political subdivision
          thereof,  or  otherwise,  including, all rights in and to the material
          constituting  the  subject  matter  thereof,  including,  without
          limitation,  any  referred to in Schedule B hereto, and (b) any rights
                                           ----------
          in any material which is copyrightable or which is protected by common
          law,  United  States  copyright laws or similar laws or any law of any
          State,  including,  without  limitation,  any  thereof  referred to in
          Schedule  B  hereto.
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               "Copyright  License"  shall  mean any agreement, written or oral,
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          providing  for  a  grant by the Company of any right in any Copyright,
          including,  without  limitation, any thereof referred to in Schedule B
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          hereto.

               "Intellectual  Property"  shall  mean, collectively, the Software
                ----------------------
          Intellectual Property, Copyrights, Copyright Licenses, Patents, Patent
          Licenses,  Trademarks,  Trademark  Licenses  and  Trade  Secrets.

               "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.

               "Patents"  shall mean (a) all letters patent of the United States
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          or  any  other  country  or any political subdivision thereof, and all
          reissues  and  extensions  thereof, including, without limitation, any
          thereof referred to in Schedule B hereto, and (b) all applications for
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          letters  patent  of the United States and all divisions, continuations
          and  continuations-in-part  thereof  or  any  other  country  or  any
          political  subdivision,  including,  without  limitation,  any thereof
          referred  to  in  Schedule  B  hereto.
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               "Patent  License"  shall  mean all agreements, whether written or
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          oral,  providing  for  the  grant  by  the  Company  of  any  right to
          manufacture, use or sell any invention covered by a Patent, including,
          without  limitation,  any  thereof  referred  to in Schedule B hereto.
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               "Security Agreement" shall mean the Security Agreement, dated the
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          date  hereof  between  Company  and  the  Secured  Party.

               "Trademarks"  shall  mean  (a)  all  trademarks,  trade  names,
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          corporate  names,  company  names, business names, fictitious business
          names, trade styles, service marks, logos and other source or business
          identifiers,  and  the  goodwill associated therewith, now existing or
          hereafter  adopted  or  acquired,  all  registrations  and  recordings

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          thereof,  and all applications in connection therewith, whether in the
          United  States Patent and Trademark Office or in any similar office or
          agency of the United States, any state thereof or any other country or
          any  political  subdivision  thereof, or otherwise, including, without
          limitation,  any thereof referred to in Schedule B hereto, and (b) all
          reissues,  extensions  or  renewals  thereof.

               "Trademark  License"  shall  mean any agreement, written or oral,
                ------------------
          providing  for  the  grant  by  the  Company  of  any right to use any
          Trademark,  including,  without limitation, any thereof referred to in
          Schedule  B  hereto.
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               "Trade Secrets" shall mean common law and statutory trade secrets
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          and  all  other  confidential or proprietary or useful information and
          all  know-how  obtained  by or used in or contemplated at any time for
          use  in  the  business  of  the  Company  (all  of the foregoing being
          collectively  called  a  "Trade  Secret"),  whether  or not such Trade
                                    -------------
          Secret has been reduced to a writing or other tangible form, including
          all  documents and things embodying, incorporating or referring in any
          way  to  such  Trade Secret, all Trade Secret licenses, including each
          Trade  Secret  license referred to in Schedule B hereto, and including
                                                ----------
          the  right  to  sue  for  and to enjoin and to collect damages for the
          actual  or threatened misappropriation of any Trade Secret and for the
          breach  or  enforcement  of  any  such  Trade  Secret  license.

          2.  Grant of Security Interest. In accordance with Section 3(m) of the
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     Security  Agreement, 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  Intellectual Property (the
     "Security  Interest").
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          3.  Representations  and Warranties. The Company hereby represents and
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     warrants,  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 the Intellectual Property is stored or
          located,  except  as  set  forth  on  Schedule  A  attached  hereto;
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<PAGE>

               (c)  The  Company  is the sole owner of the Intellectual Property
          (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  Intellectual
          Property,  except  as set forth on Schedule D. There is not on file in
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          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 Intellectual Property,
          except  as set forth on Schedule D. So long as this Agreement shall be
                                  ----------
          in  effect,  the  Company  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 D or for a financing
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          statement  covering  assets  acquired  by  the  Company after the date
          hereof.

               (d)  The Company shall at all times maintain its books of account
          and  records  relating  to  the Intellectual Property at its principal
          place  of  business and its Intellectual Property at the locations set
          forth on Schedule A attached hereto and may not relocate such books of
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          account  and  records 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  the 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 Intellectual Property to the
          extent  they  can  be  perfected  through  such  filings.

               (e)  This Agreement creates in favor of the Secured Party a valid
          security  interest  in  the Intellectual Property securing the payment
          and  performance  of  the  Obligations  and,  upon  making the filings
          required  hereunder,  a  perfected first priority security interest in
          such  Intellectual  Property  to  the  extent that it can be perfected
          through  such  filings.

               (f)  Upon request of the Secured Party, the Company shall execute
          and deliver any and all agreements, instruments, documents, and papers
          as  the  Secured  Party  may  request  to evidence the Secured Party's
          security  interest  in  the Intellectual Property and the goodwill and
          general  intangibles  of  the  Company relating thereto or represented
          thereby,  and  the  Company  hereby  appoints  the  Secured  Party its
          attorney-in-fact  to  execute  and  file  all  such  writings  for the
          foregoing  purposes,  all  acts of such attorney being hereby ratified
          and  confirmed;  such  power  being  coupled  with  an  interest  is
          irrevocable  until  the  Obligations have been fully satisfied and are
          paid  in  full.

               (g)  Except  as  set forth on Schedule D, the execution, delivery
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          and  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.

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               (h)  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 Intellectual Property to
          the  extent  they  can  be perfected by filing 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  Intellectual  Property  for  the  account of the Secured
          Party.  Without  limiting the generality of the foregoing, the Company
          shall  pay all fees, taxes and other amounts necessary to maintain the
          Intellectual  Property  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.

               (i) The Company will not transfer, pledge, hypothecate, encumber,
          license  (except  for non-exclusive licenses granted by the Company in
          the  ordinary course of business), sell or otherwise dispose of any of
          the  Intellectual  Property  without  the prior written consent of the
          Secured  Party,  which  consent  will  not  be  unreasonably withheld.

               (j)  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 Intellectual Property, and of
          the occurrence of any event which would have a material adverse effect
          on  the  value  of the Intellectual Property or on the Secured Party's
          security  interest  therein.

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

               (l)  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  Intellectual  Property.

               (m)  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 Intellectual
          Property and of any other information received by the Company that may
          materially affect the value of the Intellectual Property, the Security
          Interest  or  the  rights and remedies of the Secured Party hereunder.

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

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

               (p)  Schedule  B  attached  hereto includes all Licenses, and all
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          Patents  and  Patent Licenses, if any, owned by the Company in its own
          name  as of the date hereof. Schedule B hereto includes all Trademarks

<PAGE>

          and  Trademark  Licenses, if any, owned by the Company in its own name
          as  of  the date hereof. Schedule B hereto includes all Copyrights and
          Copyright Licenses, if any, owned by the Company in its own name as of
          the  date  hereof.  Schedule  B  hereto includes all Trade Secrets and
                              -----------
          Trade  Secret  Licenses,  if  any, owned by the Company as of the date
          hereof.  To the best of the Company's knowledge, each License, Patent,
          Trademark, Copyright and Trade Secret is valid, subsisting, unexpired,
          enforceable  and  has  not  been  abandoned.  Except  as  set forth in
          Schedule B, none of such Licenses, Patents, Trademarks, Copyrights and
          ----------
          Trade  Secrets is the subject of any licensing or franchise agreement.
          To  the  best  of  the  Company's  knowledge,  no holding, decision or
          judgment has been rendered by any Governmental Body which would limit,
          cancel  or  question  the  validity of any License, Patent, Trademark,
          Copyright  and  Trade  Secrets . Except as set forth in Schedule B, no
                                                                  ----------
          action  or  proceeding  is  pending  (i)  seeking  to limit, cancel or
          question  the validity of any License, Patent, Trademark, Copyright or
          Trade  Secret,  or  (ii)  which, if adversely determined, would have a
          material  adverse  effect  on  the  value  of  any  License,  Patent,
          Trademark,  Copyright  or  Trade Secret. The Company has used and will
          continue  to  use for the duration of this Agreement, proper statutory
          notice  in  connection  with  its  use  of the Patents, Trademarks and
          Copyrights  and  consistent standards of quality in products leased or
          sold  under  the  Patents,  Trademarks  and  Copyrights.

               (q)  With  respect  to  any  Intellectual  Property:

                    (i)  such  Intellectual  Property  is subsisting and has not
               been  adjudged  invalid  or  unenforceable,  in whole or in part;

                    (ii)  such  Intellectual  Property is valid and enforceable;

                    (iii)  the  Company  has  made  all  necessary  filings  and
               recordations  to  protect  its  interest  in  such  Intellectual
               Property,  including,  without limitation, recordations of all of
               its  interests  in  the  Patents, Patent Licenses, Trademarks and
               Trademark  Licenses  in  the  United  States Patent and Trademark
               Office  and in corresponding offices throughout the world and its
               claims  to  the  Copyrights  and Copyright Licenses in the United
               States  Copyright  Office and in corresponding offices throughout
               the  world;

                    (iv)  other  than as set forth in Schedule B, the Company is
               the  exclusive  owner of the entire and unencumbered right, title
               and  interest  in  and to such Intellectual Property and no claim
               has  been  made  that  the  use  of  such  Intellectual  Property
               infringes  on  the  asserted  rights  of  any  third  party;  and

                    (v)  the  Company has performed and will continue to perform
               all  acts  and  has  paid all required fees and taxes to maintain

<PAGE>

               each  and  every  item of Intellectual Property in full force and
               effect  throughout  the  world,  as  applicable.

               (r)  Except  with  respect to any Trademark or Copyright that the
          Company  shall reasonably determine is of negligible economic value to
          the  Company,  the  Company  shall:

                    (i) maintain each Trademark and Copyright in full force free
               from  any  claim  of  abandonment for non-use, maintain as in the
               past  the  quality  of  products  and services offered under such
               Trademark  or  Copyright; employ such Trademark or Copyright with
               the appropriate notice of registration; not adopt or use any mark
               which  is  confusingly  similar  or a colorable imitation of such
               Trademark  or  Copyright  unless the Secured Party shall obtain a
               perfected  security  interest  in  such  mark  pursuant  to  this
               Agreement;  and  not  (and not permit any licensee or sublicensee
               thereof  to)  do  any act or knowingly omit to do any act whereby
               any  Trademark  or  Copyright  may  become  invalidated;

                    (ii)  not,  except  with respect to any Patent that it shall
               reasonably  determine  is  of negligible economic value to it, do
               any  act,  or  omit  to do any act, whereby any Patent may become
               abandoned  or  dedicated;  and

                    (iii)  notify  the Secured Party immediately if it knows, or
               has reason to know, that any application or registration relating
               to  any  Patent,  Trademark  or Copyright may become abandoned or
               dedicated,  or  of  any  adverse  determination  or  development
               (including,  without  limitation, the institution of, or any such
               determination  or  development  in,  any proceeding in the United
               States  Patent  and  Trademark  Office,  United  States Copyright
               Office  or  any  court  or tribunal in any country) regarding its
               ownership  of  any Patent, Trademark or Copyright or its right to
               register  the  same  or  to  keep  and  maintain  the  same.

               (s)  Whenever the Company, either by itself or through any agent,
          employee,  licensee  or  designee,  shall  file an application for the
          registration  of  any  Patent,  Trademark or Copyright with the United
          States  Patent and Trademark Office, United States Copyright Office or
          any  similar  office  or  agency in any other country or any political
          subdivision  thereof or acquire rights to any new Patent, Trademark or
          Copyright whether or not registered, report such filing to the Secured
          Party  within  five  business  days  after  the last day of the fiscal
          quarter  in  which  such  filing  occurs.

               (t)  The  Company  shall take all reasonable and necessary steps,
          including,  without  limitation,  in  any proceeding before the United
          States  Patent and Trademark Office, United States Copyright Office or
          any  similar  office  or  agency in any other country or any political
          subdivision  thereof,  to maintain and pursue each application (and to
          obtain the relevant registration) and to maintain each registration of
          the Patents, Trademarks and Copyrights, including, without limitation,
          filing  of  applications for renewal, affidavits of use and affidavits
          of  incontestability.

<PAGE>

               (u) In the event that any Patent, Trademark or Copyright included
          in  the Intellectual Property is infringed, misappropriated or diluted
          by  a  third  party, promptly notify the Secured Party after it learns
          thereof  and  shall,  unless  it  shall reasonably determine that such
          Patent,  Trademark or Copyright is of negligible economic value to it,
          which  determination  it  shall  promptly report to the Secured Party,
          promptly  sue  for infringement, misappropriation or dilution, to seek
          injunctive relief where appropriate and to recover any and all damages
          for  such  infringement,  misappropriation  or  dilution, or take such
          other  actions  as  it  shall  reasonably  deem  appropriate under the
          circumstances  to  protect such Patent, Trademark or Copyright. If the
          Company  lacks  the  financial  resources  to comply with this Section
          3(t),  the  Company  shall  so  notify  the  Secured  Party  and shall
          cooperate  fully with any enforcement action undertaken by the Secured
          Party  on  behalf  of  the  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;

               (b)  Any  representation  or  warranty  of  the  Company  in this
          Agreement  or  in  the  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
          obligations  hereunder  or in the 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  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 Intellectual Property 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  Intellectual  Property and, for that purpose, enter, with the aid
          and  assistance  of  any  person,  any premises where the Intellectual
          Property,  or  any  part  thereof,  is or may be placed and remove the
          same,  and  the  Company  shall assemble the Intellectual Property and
          make  it  available  to  the Secured Party at places which the Secured

<PAGE>

          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
          Intellectual  Property  in  saleable  or  disposable  form.

               (b)  The  Secured  Party  shall  have  the  right  to operate the
          business of the Company using the Intellectual Property and shall have
          the  right  to assign, sell, lease or otherwise dispose of and deliver
          all  or  any  part  of the Intellectual Property, 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 Intellectual Property, the Secured
          Party may, unless prohibited by applicable law which cannot be waived,
          purchase all or any part of the Intellectual Property being sold, free
          from  and  discharged  of  all trusts, claims, right of redemption and
          equities  of  the  Company,  which  are  hereby  waived  and released.

          7.  Applications  of Proceeds. The proceeds of any such sale, lease or
              -------------------------
     other  disposition  of the Intellectual Property 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
     Intellectual  Property,  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 Intellectual
     Property,  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 Intellectual Property, 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
     Intellectual  Property,  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  Intellectual  Property 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 (i) the enforcement of
     this  Agreement,  (ii)  the  custody  or  preservation  of, or the sale of,

<PAGE>

     collection  from,  or  other  realization  upon,  any  of  the Intellectual
     Property,  or (iii) 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 Intellectual Property. The Company assumes all
              -----------------------------------------
     liabilities  and  responsibility  in  connection  with  all  Intellectual
     Property,  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 Intellectual Property 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 Intellectual Property, or
     any  release  or  amendment  or  waiver of or consent to departure from any
     other  Intellectual  Property  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 Intellectual
     Property;  or  (e)  any other circumstance which might 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 Intellectual
     Property  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 Intellectual Property
     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

<PAGE>

     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 Intellectual Property 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 Intellectual Property; (iii) to
          pay  or  discharge  taxes,  liens,  security  interests  or  other
          encumbrances at any time levied or placed on or threatened against the
          Intellectual  Property;  (iv)  to  demand,  collect,  receipt  for,
          compromise,  settle  and  sue  for  monies  due  in  respect  of  the
          Intellectual  Property; 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 Intellectual Property 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.

               (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  C,
          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 Intellectual
          Property.

               (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 Intellectual
          Property  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 (i) if delivered by hand,

<PAGE>

     upon  receipt,  (ii) if sent by facsimile, upon receipt of proof of sending
     thereof,  (iii) if sent by nationally recognized overnight delivery service
     (receipt requested), the next business day or (iv) 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

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

          14.  Other  Security.  To  the  extent that the Obligations are now or
               ---------------
     hereafter  secured  by  property other than the Intellectual Property 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.

<PAGE>

          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 Intellectual Property, 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  and  the  Security Agreement constitute 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 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  Intellectual  Property  which  are  governed by a
          jurisdiction  other  than the State of New York in which case such law

<PAGE>

          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.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this 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>