Unassociated Document


    EXHIBIT
      10.22

     

    GENERAL
      BUSINESS SECURITY AGREEMENT

     

    
      	 	
              1.
                SECURITY INTEREST

            	
               Dated:
                December 18, 2007

            


    

     

    In
      consideration of any financial accommodation at any time granted by Advanced
      Biotherapy, Inc., a Delaware corporation (“Lender”), to Organic Farm Marketing,
      LLC, a Wisconsin limited liability company (“Debtor”), Debtor hereby grants
      Lender a security interest in all equipment, fixtures, inventory, documents,
      general intangibles, accounts, deposit accounts, contract rights, chattel paper,
      patents, trademarks and copyrights (and the good will associated with and
      registrations and licenses of any of them), instruments, letter of credit rights
      and investment property, now owned or hereafter acquired by Debtor, and all
      additions and accessions to, all spare and repair parts, special tools,
      equipment and replacements for software used in, all returned or repossessed
      goods, together with all proceeds, supporting obligations and products of the
      foregoing (“Collateral”), wherever located, to secure all debts, obligations and
      liabilities to Lender arising out of credit previously granted, credit
      contemporaneously granted and credit granted in the future by Lender to Debtor
      including, without limitation, obligations of Debtor to Lender pursuant to
      the
      Secured Promissory Note and the Convertible Note issued by Debtor in favor
      of
      Lender, as well as the Investment Agreement and the Reimbursement Agreement,
      all
      entered into concurrently herewith (collectively, the
“Obligations”).

     

    2.
      DEBTOR’S REPRESENTATIONS AND WARRANTIES

     

    Debtor
      represents and warrants to Lender and agrees that while any of the Obligations
      are unpaid:

     

    (a) Ownership
      and Use.
      Debtor
      owns the Collateral free of all encumbrances and security interests (except
      Lender’s security interest and the security interest of Richard P.
      Kiphart). Chattel paper constituting Collateral evidences a perfected security
      interest in the goods (including software used in the goods) covered by it
      free
      from all other encumbrances and security interests, and no financing statement
      is on file or control agreement in existence (other than Lender’s and the
      security interest of Richard P. Kiphart) covering the Collateral or any of
      it. Debtor, acting alone, may grant a security interest in the Collateral and
      agree to the terms of this General Business Security Agreement (“Agreement”).
      The Collateral is used or bought for use primarily for business
      purposes.

     

    (b) Sale
      of Goods or Services Rendered.
      Each
      account and chattel paper constituting Collateral as of this date arose from
      the
      performance of services, by Debtor or from a bona fide sale or lease of goods,
      which have been delivered or shipped to the account debtor and for which Debtor
      has genuine invoices, shipping documents or receipts.

     

    (c) Enforceability.
      Each
      account, contract right and chattel paper constituting Collateral as of this
      date is genuine and enforceable against the account debtor according to its
      terms. It and the transaction out of which it arose comply with all applicable
      laws and regulations. The amount represented by Debtor to Lender as owing by
      each account debtor is the amount actually owing and is not subject to setoff,
      credit, allowance or adjustment except discount for prompt payment, nor has
      any
      account debtor returned the goods or disputed liability.


    
      
         

      

      
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    (d) Due
      Date.
      There
      has been no default as of the date of this Agreement according to the terms
      of
      any chattel paper or account constituting Collateral and no step has been taken
      to foreclose the security interest it evidences or otherwise enforce its
      payment.

     

    (e) Financial
      Condition of Account Debtor.
      As of
      this date Debtor has no notice or knowledge of anything which might impair
      the
      credit standing of any account debtor and Debtor promptly will advise Lender
      upon receipt of any such notice or knowledge affecting Collateral.

     

    (f) Valid
      Organization.
      Debtor
      is duly organized, validly existing and in good standing under the laws of
      the
      state of Wisconsin and is authorized to do business in Wisconsin.

     

    (g) Other
      Agreements.
      Debtor
      is not in default under any agreement for the payment of money.

     

    (h) Authority
      to Contract.
      The
      execution and delivery of this Agreement and any instruments evidencing
      Obligations will not violate or constitute a breach of Debtor’s articles of
      organization or operating agreement or any other agreement or restriction to
      which Debtor is a party or is subject.

     

    (i) Accuracy
      of Information.
      All
      information, certificates or statements given to Lender pursuant to this
      Agreement shall be true and complete when given.

     

    (j) Name
      and Address.
      Debtor’s exact legal name is Organic Farm Marketing, LLC. The address of
      Debtor’s place of business, or if Debtor has more than one place of business,
      then the address of Debtor’s chief executive office, is 302 West Stanley Street,
      Thorp, Wisconsin 54771.

     

    (k) Location.
      The
      address where the Collateral will be kept is 302 West Stanley Street, Thorp,
      Wisconsin 54771. Such location shall not be changed without prior written
      consent of Lender, but the parties intend that the Collateral, wherever located,
      is covered by this Agreement.

     

    (l) Environmental
      Laws.
      (i) No substance has been, is or will be present, used, stored, deposited,
      treated, recycled or disposed of on, under, in or about any real estate now
      or
      at any time owned or occupied by Debtor (“Property”) during the period of
      Debtor’s ownership or use of the Property in a form, quantity or manner which if
      known to be present on, under, in or about the Property, would require clean-up,
      removal or some other remedial action (“Hazardous Substance”) under any federal,
      state or local laws, regulations, ordinances, codes or rules (“Environmental
      Laws”), (ii) Debtor has no knowledge, after due inquiry, of any prior use or
      existence of any Hazardous Substance on the Property by any prior owner of
      or
      person using the Property, (iii) without limiting the generality of the
      foregoing, Debtor has no knowledge, after due inquiry, that the Property
      contains asbestos, polychlorinated biphenyl components (PCBs) or underground
      storage tanks, (iv) there are no conditions existing currently or likely to
      exist during the term of this Agreement which would subject Debtor to any
      damages, penalties, injunctive relief or clean-up costs in any governmental
      or
      regulatory action or third-party claim relating to any Hazardous Substance,
      (v)
      Debtor is not subject to any court or administrative proceeding, judgment,
      decree, order or citation relating to any Hazardous Substance, and (vi) Debtor
      in the past has been, at the present is, and in the future will, remain in
      compliance with all Environmental Laws. Debtor shall indemnify and hold harmless
      Lender, its directors, officers, employees and agents from all loss, cost
      (including reasonable attorneys’ fees and legal expenses), liability and damage
      whatsoever directly or indirectly resulting from, arising out of, or based
      upon
      (1) the presence, use, storage, deposit, treatment, recycling or disposal,
      at
      any time, of any Hazardous Substance on, under, in or about the Property, or
      the
      transportation of any Hazardous Substance to or from the Property, (2) the
      violation or alleged violation of any Environmental Law, permit, judgment or
      license relating to the presence, use, storage, deposit, treatment, recycling
      or
      disposal of any Hazardous Substance on, under, in or about the Property, or
      the
      transportation of any Hazardous Substance to or from the Property, or (3) the
      imposition of any governmental lien for the recovery of environmental clean-up
      costs expended under any Environmental Law. Debtor shall immediately notify
      Lender in writing of any governmental or regulatory action or third-party claim
      instituted or threatened in connection with any Hazardous Substance described
      above on, in, under or about the Property.

     

    
      
         

      

      
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    (m) Employees.
      There
      are no unpaid wages due employees of Debtor and there are no outstanding liens
      against assets of Debtor for unpaid wages due employees of Debtor.

     

    (n) Fixtures.
      If any
      of the Collateral is affixed to real estate, the legal description of the real
      estate set forth in each UCC Financing Statement signed or authorized by Debtor
      is true and correct.

     

    3.
      SALE
      AND COLLECTIONS

     

    (a) State
      of Inventory.
      So long
      as no default exists under any of the Obligations or this Agreement, Debtor
      may
      (a) sell inventory in the ordinary course of Debtor’s business for cash or on
      terms customary in the trade, at prices not less than any minimum sale price
      shown on instruments evidencing Obligations and describing inventory, or (b)
      lease or license inventory on terms customary in the trade.

     

    (b) Verification
      and Notification.
      Lender
      may verify Collateral in any manner, and Debtor shall assist Lender in so doing.
      Upon default, Lender may at any time and Debtor shall, upon request of Lender,
      notify the account debtors or other persons obligated on the Collateral to
      make
      payment directly to Lender and Lender may enforce collection of, settle,
      compromise, extend or renew the indebtedness of such account debtors or other
      persons obligated on the Collateral. Until account debtors or other persons
      obligated on the Collateral are so notified, Debtor, as agent of Lender, shall
      make collections and receive payments on the Collateral.

     

    (c) Deposit
      with Lender.
      At any
      time Lender may require that all proceeds of Collateral received by Debtor
      shall
      be held by Debtor upon an express trust for Lender, shall not be commingled
      with
      any other funds or property of Debtor and shall be turned over to Lender in
      precisely the form received (but endorsed by Debtor if necessary for collection)
      not later than the business day following the day of their receipt. All proceeds
      of Collateral received by Lender directly or from Debtor shall be applied
      against the Obligations in such order and at such times as Lender shall
      determine.

     


    
      
         

      

      
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    4.
      DEBTOR’S COVENANTS

     

    (a) Maintenance
      of Collateral.
      Debtor
      shall: maintain the Collateral in good condition and repair and not permit
      its
      value to be impaired; keep it free from all liens, encumbrances and security
      interests (other than Lender’s security interest and the security interest of
      Richard P. Kiphart); defend it against all claims and legal proceedings by
      persons other than Lender; pay and discharge when due all taxes, license fees,
      levies and other charges upon it; not sell, lease, license or otherwise transfer
      or dispose of it or permit it to become a fixture or an accession to other
      goods, except for sales, leases or licenses of inventory as provided in this
      Agreement; not permit it to be used in violation of any applicable law,
      regulation or policy of insurance: and, as to Collateral consisting of
      instruments, chattel paper and letter of credit rights, preserve rights in
      it
      against prior parties. Loss of or damage to the Collateral shall not affect
      the
      liabilities of Debtor under this Agreement, the Obligations or other rights
      of
      Lender with respect to the Collateral.

     

    (b) Insurance.
      Debtor
      shall keep the Collateral and Lender’s interest in it insured under policies
      with such provisions, for such amounts and by such insurers as shall be
      satisfactory to Lender from time to time, and shall furnish evidence of such
      insurance satisfactory to Lender. Subject to Lender’s satisfaction, Debtor is
      free to select the insurance agent or insurer through which the insurance is
      obtained. Debtor assigns (and directs any insurer to pay) to Lender the proceeds
      of all such insurance and any premium refund, and authorizes Lender to endorse
      in the name of Debtor any instruments for such proceeds or refunds and; at
      the
      option of Lender, to apply such proceeds and refunds to any unpaid balance
      of
      the Obligations, whether or not due, and/or to restoration of the Collateral,
      returning any excess to Debtor. Each insurance policy shall contain a standard
      lender’s loss payable endorsement in favor of Lender, and shall provide that the
      policy shall not be cancelled, and the coverage shall not be reduced, without
      at
      least 10 days’ prior written notice by the insurer to Lender. Lender is
      authorized, in the name of Debtor or otherwise, to make, adjust and/or settle
      claims under, any credit insurance financed by, Lender or any insurance on
      the
      Collateral, or cancel the same after the occurrence of an event of default.
      If
      Debtor fails to keep any required insurance on the Collateral, Lender may
      purchase such insurance for Debtor, such insurance may be acquired by Lender
      solely to protect the interest of Lender (and will not cover Debtor’s equity in
      the Collateral), and Debtor’s obligation to repay Lender shall be in accordance
      with this Agreement.

     

    (c) Maintenance
      of Security Interest.
      Debtor
      shall pay all expenses and upon request, take any action reasonably deemed
      advisable by Lender to preserve the Collateral or to establish, evidence,
      determine and maintain priority of, perfect, continue perfected, terminate
      and/or enforce Lender’s interest in it or rights under this Agreement. Debtor
      authorizes Lender to file Uniform Commercial Code financing statements
      describing the Collateral (including describing the Collateral as “all assets,”
“all personal property” or with words of similar effect) and amendments and
      correction statements to such financing statements and ratifies any such
      financing statement or amendment filed prior to the date of this Agreement.
      Debtor will cooperate with Lender in obtaining control of Collateral or other
      security for the Obligations for which control may be required to perfect
      Lender’s security interest under applicable law. If the Collateral is in
      possession of a third party, Debtor will join with Lender at its request in
      notifying the third party of Lender’s security interest and obtaining an
      acknowledgment from the third party that it is holding the Collateral for the
      benefit of Lender.

     

    
      
         

      

      
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    (d) Taxes
      and Other Charges.
      Debtor
      shall pay and discharge all lawful taxes, assessments and government charges
      upon Debtor or against its properties prior to the date on which penalties
      attach, unless and to the extent only that such taxes, assessments and charges
      are contested in good faith and by appropriate proceedings by
      Debtor.

     

    (e) Employees.
      Debtor
      shall pay all wages when due to employees of Debtor and shall not permit any
      lien to exist against the assets of Debtor for unpaid wages due employees of
      Debtor.

     

    (f) Records
      and Statements.
      Debtor
      shall furnish to Lender financial statements at least annually and such other
      financial information respecting Debtor at such times and in such form as Lender
      may request. Debtor shall keep accurate and complete records respecting the
      Collateral in such form as Lender may approve. At such times as Lender may
      require, Debtor shall furnish to Lender a statement certified by Debtor and
      in
      such form and containing such information as may be prescribed by Lender,
      showing the current status and value of the Collateral. Debtor shall furnish
      to
      Lender such reports regarding the payment of wages to employees of Debtor and
      the number of employees of Debtor as Lender may from time to time request,
      and
      without request shall furnish to Lender a written report immediately upon,
      any
      material increase in the number of employees of Debtor, the failure of Debtor
      to
      pay any wages when due to employees of Debtor or the imposition of any lien
      against the assets of Debtor for unpaid wages due employees of
      Debtor.

     

    (g) Inspection
      of Collateral; Audit.
      Lender
      may examine, inspect and audit the Collateral and Debtor’s records pertaining to
      it, wherever located, during normal business hours, and make copies of records,
      and Debtor shall assist Lender in so doing.

     

    (h) Charges.
      In
      addition to the required payments under the Obligations and this Agreement,
      Debtor shall pay all of Lender’s costs and expenses for inspection and auditing
      in connection with this Agreement.

     

    (i) Chattel
      Paper.
      Lender
      may require that chattel paper constituting Collateral shall be on forms
      approved by Lender. Unless it consists of electronic chattel paper, Debtor
      shall
      promptly mark all chattel paper constituting Collateral, and all copies, to
      indicate conspicuously Lender’s interest and, upon request, deliver them to
      Lender. If it consists of electronic chattel paper, Debtor shall promptly notify
      Lender of the existence of the electronic chattel paper and, at the request
      of
      Lender, shall take such actions as Lender may reasonably request to vest in
      Lender control of such electronic chattel paper under applicable
      law.

     

    (j) United
      States Contracts.
      If any
      Collateral arose out of contracts with the United States or any of its
      departments, agencies or instrumentalities, Debtor will notify Lender and
      execute writings required by Lender in order that all money due or to become
      due
      under such contracts shall be assigned to Lender and proper notice of the
      assignment given under the Federal Assignment of Claims Act.

     

    (k) Modifications.
      Without
      the prior written consent of Lender, Debtor shall not alter, modify, extend,
      renew or cancel any accounts, letter of credit rights or chattel paper
      constituting Collateral.

     

    (l) Returns
      and Repossessions.
      Debtor
      shall promptly notify Lender of the return to or repossession by Debtor of
      goods
      underlying any Collateral and Debtor shall hold and dispose of them only as
      Lender directs.

     

    
      
         

      

      
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    (m) Promissory
      Notes, Chattel Paper and Investment Property.
      If
      Debtor shall at any time hold or acquire Collateral consisting of promissory
      notes, chattel paper or certificated securities, Debtor shall endorse, assign
      and deliver the same to Lender accompanied by such instruments of transfer
      or
      assignment duly executed in blank as Lender may from time to time
      request.

     

    (n) Change
      of Name, Address or Organization.
      Debtor
      shall not change Debtor’s legal name or address without providing at least 30
      days’ prior written notice of the change to Lender. Debtor, if it is an
      organization, shall not change its type of organization or state under whose
      law
      it is organized and shall preserve its organizational existence, and Debtor
      whether or not Debtor is an organization shall not, in one transaction or in
      a
      series of related transactions, merge into or consolidate with any other
      organization, change Debtor’s legal structure or sell or transfer all or
      substantially all of Debtor’s assets.

     

    5.
      RIGHTS
      OF LENDER

     

    (a) Authority
      to Perform for Debtor.
      Upon
      the occurrence of an event of default or if Debtor fails to perform any of
      Debtor’s duties set forth in this Agreement or in any evidence of or document
      relating to the Obligations, Lender is authorized, in Debtor’s name or
      otherwise, to take any such action including, without limitation, signing
      Debtor’s name or paying any amount so required, and the cost shall be one of the
      Obligations secured by this Agreement and shall be payable by Debtor upon demand
      with interest from the date of payment by Lender at the highest rate stated
      in
      any evidence of any Obligation but not in excess of the maximum rate permitted
      by law.

     

    (b) Set-Off.
      Debtor
      grants Lender, as further security for the Obligations, a security interest
      and
      lien in money now or hereafter owed Debtor by Lender, and agrees that Lender
      may, at any time after the occurrence of an event of default, without prior
      notice or demand, set-off all or any part of the unpaid balance of the
      Obligations against any money now or hereafter owed Debtor by
      Lender.

     

    (c) Power
      of Attorney.
      Debtor
      irrevocably appoints any officer of Lender as Debtor’s attorney, with power
      after an event of default to receive, open and dispose of all mail addressed
      to
      Debtor (and Lender shall not be required as a condition to the exercise of
      this
      power to prove the occurrence of an event of default to the Post Office); to
      notify the Post Office authorities to change the address for delivery of all
      mail addressed to Debtor to such address as Lender may designate; to endorse
      the
      name of Debtor upon any instruments which may come into Lender’s possession; and
      to sign and make draws under any letter of credit constituting Collateral on
      Debtor’s behalf. Debtor authorizes Lender to honor any such draft accompanied by
      invoices aggregating the amount of the draft and describing inventory to be
      shipped to Debtor and to pay any such invoices not accompanied by drafts. Debtor
      appoints any employee of Lender as Debtor’s attorney, with full power to sign
      Debtor’s name on any instrument evidencing an Obligation, or any renewals or
      extensions, and such instruments may be payable at fixed times or on demand,
      shall bear interest at the rate from time to time fixed by Lender and Debtor
      agrees, upon request of Lender, to execute any such instruments. This power
      of
      attorney to execute instruments may be revoked by Debtor only by written notice
      to Lender and no such revocation shall affect any instruments executed prior
      to
      the receipt by Lender of such notice. All acts of such attorney are ratified
      and
      approved and such attorney is not liable for any act or omission or for any
      error of judgment or mistake of fact or law. This power is a power coupled
      with
      an interest and is given as security for the Obligations, and the authority
      conferred by this power is and shall be irrevocable and shall remain in full
      force and effect until renounced by Lender.

     

    
      
         

      

      
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    (d) Nonliability
      of Lender.
      Lender
      has no duty to determine the validity of any invoice, the authority of any
      shipper to ship goods to Debtor or compliance with any order of Debtor. Lender
      has no duty to protect, insure, collect or realize upon the Collateral or
      preserve rights in it against prior parties. Debtor releases Lender from any
      liability for any act or omission relating to the Obligations, the Collateral
      or
      this Agreement, except Lender’s willful misconduct.

     

    6.
      DEFAULT

     

    (a) Event
      of Default.
      Upon
      the occurrence of one or more of the following events of default (each an “event
      of default”):

     

    (i) Nonperformance.
      Any of
      the Obligations are not paid when due or Debtor fails to perform, or rectify
      the
      breach of, any representation, warranty or covenant or other undertaking in
      this
      Agreement or in any evidence of or document relating to the Obligations or
      an
      event of default occurs under any evidence of or document relating to any other
      obligation secured by the Collateral;

     

    (ii) Inability
      to Perform.
      Debtor
      or a guarantor or surety of any of the Obligations dies, ceases to exist,
      becomes insolvent or the subject of bankruptcy or insolvency proceedings or
      any
      guaranty of the Obligations is revoked or becomes unenforceable for any
      reason;

     

    (iii) Misrepresentation.
      Any
      warranty or representation made to induce Lender to extend credit to Debtor,
      under this Agreement or otherwise, is false in any material respect when made;
      or

     

    (iv) Insecurity.
      At any
      time Lender believes in good faith that the prospect of payment or performance
      of any of the Obligations or performance under any agreement securing the
      Obligations is impaired;

     

    all
      of
      the Obligations shall, at the option of Lender and without notice or demand,
      become immediately payable; and Lender shall have all rights and remedies for
      default provided by the Wisconsin Uniform Commercial Code and this Agreement,
      as
      well as other applicable law, and under any evidence of or document relating
      to
      any Obligation, and all such rights and remedies are cumulative and may be
      exercised from time to time. Without limiting in any way the generality of
      the
      foregoing, Lender shall have the rights and remedies set forth in this
      Section 6.

     

    (b) Repossession.
      Lender
      may take possession of Collateral, without notice or hearing, which Debtor
      waives.

     

    (c) Assembling
      Collateral.
      Lender
      may require Debtor to assemble the Collateral and to make it available to Lender
      at any place reasonably designated by Lender.

     

    (d) Notice
      of Disposition.
      Lender
      may dispose of the Collateral upon written notice, when required by law, sent
      to
      any address of Debtor in this Agreement and ten (10) calendar days (counting
      the
      day of sending) before the date of a proposed disposition of the Collateral
      is
      deemed reasonable notice.

     

    
      
         

      

      
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    (e) Expenses
      and Application of Proceeds.
      Debtor
      shall reimburse Lender for any expense incurred by Lender in protecting or
      enforcing its rights under this Agreement, before and after judgment, including,
      without limitation, reasonable attorneys’ fees and legal expenses (including
      those incurred in successful defense or settlement of any counterclaim brought
      by Debtor or incident to any action or proceeding involving Debtor brought
      pursuant to the United States Bankruptcy Code) and all expenses of taking
      possession, holding, preparing for disposition and disposing of Collateral
      (provided, however, Lender has no obligation to cleanup or otherwise prepare
      the
      Collateral for sale). After deduction of such expenses, Lender shall apply
      the
      proceeds of disposition to the extent actually received in cash to the
      Obligations in such order and amounts as it elects or as otherwise required
      by
      this Agreement if Lender sells any Collateral on credit, Debtor will be credited
      only with payments that the purchaser actually makes and that Lender actually
      receives and applies to the unpaid balance of the purchase price of the
      Collateral.

     

    (f) Waiver.
      Lender
      may permit Debtor to remedy any default without waiving the default so remedied,
      and Lender may waive any default without waiving any other subsequent or prior
      default by Debtor. Lender shall continue to have all of its rights and remedies
      under this Agreement even if it does not fully and properly exercise them on
      all
      occasions.

     

    7.
      WAIVER
      AND CONSENT

     

    Debtor
      expressly consents to and waives notice of the following by Lender without
      affecting the liability of Debtor: (a) any surrender, release, impairment,
      sale
      or other disposition of any security or collateral for the Obligations, (b)
      any
      release or agreement not to sue any guarantor or surety of the Obligations,
      (c)
      any failure to perfect a security interest in or realize upon any security
      or
      collateral for the Obligations, (d) any failure to realize upon any of the
      Obligations or to proceed against any guarantor or surety, (e) any renewal
      or
      extension of the time of payment, (f) any allocation and application of payments
      and credits and acceptance of partial payments, (g) any application of the
      proceeds of disposition of any collateral for the Obligations to any obligation
      of any Debtor secured by such collateral in such order and amounts as it elects,
      (h) any determination of what, if anything, may at any time be done with
      reference to any security or collateral, and (i) any settlement or compromise
      of
      the amount due or owing or claimed to be due or owing from any guarantor or
      surety.

     

    8.
      INTERPRETATION

     

    The
      validity, construction and enforcement of this Agreement are governed by the
      internal laws of the State of Wisconsin. All terms not otherwise defined have
      the meanings assigned to them by the Wisconsin Uniform Commercial Code, as
      amended from time to time, provided, however, that the term “instrument” shall
      be such term as defined in the Wisconsin Uniform Commercial Code-Secured
      Transactions Chapter 409. All references in this Agreement to sections of the
      Wisconsin Statutes are to those sections as they may be renumbered from time
      to
      time. Invalidity of any provision of this Agreement shall not affect the
      validity of any other provision. This Agreement is intended by Debtor and Lender
      as a final expression of this Agreement and as a complete and exclusive
      statement of its terms, there being no conditions to the enforceability of
      this
      Agreement. This Agreement may not be supplemented, amended or modified except
      in
      writing, signed by the party against whom such supplement, amendment or
      modification is sought to be enforced.

     

    
      
         

      

      
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    9.
      PERSONS BOUND AND OTHER PROVISIONS

     

    This
      Agreement benefits Lender, its successors and assigns, and binds Debtor and
      its
      successors and permitted assigns and shall bind all persons and entities that
      become bound as a debtor to this Agreement. Debtor acknowledges receipt of
      a
      completed copy of this Agreement. This Agreement has been executed by the duly
      authorized manager of the Debtor. 

     

    


     

    ORGANIC
      FARM MARKETING, LLC,

    a
      Wisconsin limited liability company

    


    By:______________________________

    Chad
      L.
      Pawlak, Sr.

    


    Address:  302
      West
      Stanley Street

          Thorp,
      Wisconsin 54771


    
      
         

      

      
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