SECURITY
      AGREEMENT

     

    THIS
      SECURITY AGREEMENT (this “Security
      Agreement”)
      is
      made as of November 14, 2008, by and between XENI FINANCIAL SERVICES, CORP.,
      a
      Florida corporation (“Debtor”),
      and
      DEBT OPPORTUNITY FUND, LLLP, a limited liability limited partnership
      organized under the laws of the State of Florida (the “Lender”).

     

    RECITALS

     

    A. Pursuant
      to a Loan and Securities Purchase Agreement of even date herewith by and
      between, Lender, MDwerks, Inc., a Delaware corporation (“MDwerks”), and Debtor
      (as amended or modified from time to time, the “Loan
      Agreement”),
      Debtor and MDwerks borrowed up to $10,300,000 from Lender (the “Loan”)
      evidenced by the issuance of a Senior Secured Promissory Note in the form
      attached thereto (the “Note”).

    


    B.  It
      is a
      condition precedent to the Loan that the Debtor execute and deliver to Lender
      a
      security agreement in the form hereof to secure its obligations under the Note.
      This is the Security Agreement referred to in the Loan Agreement.

     

    AGREEMENTS

     

    In
      consideration of the Recitals and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, Debtor hereby agrees
      with Lender as follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    Capitalized
      terms used herein but not defined herein shall have the respective meanings
      given to them in the Loan Agreement. Terms not otherwise defined herein and
      defined in the UCC shall have, unless the context otherwise requires, the
      meanings set forth in the UCC as in effect on the date hereof (except that
      the
      term “document” shall only have the meaning set forth in the UCC for purposes of
      clause (d) of the definition of Collateral). When used in this Security
      Agreement, the following terms shall have the following meanings:

     

    Accounts.
      “Accounts” shall mean all accounts, including without limitation all rights to
      payment for goods sold or services rendered that are not evidenced by
      instruments or chattel paper, whether or not earned by performance, and any
      associated rights thereto.

    


    Affliate.
      “Affiliate” means, with respect to any Person, any other Person that directly,
      or indirectly through one of more intermediaries, controls, is controlled by,
      or
      is under common control with, such Person. The term “control” (including the
      terms “controls,” “controlled by” and “under common control with”) means the
      possession, direct or indirect, of the power to direct or cause the direction
      of
      the management and policies of a Person, whether through the ownership or voting
      interests or capital stock, by contract or otherwise.

     

    Collateral.
      “Collateral” shall mean all personal properties and assets of Debtor, wherever
      located, whether tangible or intangible, and whether now owned or hereafter
      acquired or arising, including without limitation:

     

    (a) all
      Inventory and documents relating to Inventory;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) all
      Accounts and documents relating to Accounts;

     

    (c) all
      equipment, fixtures and other goods, including without limitation machinery,
      furniture and trade fixtures;

     

    (d) all
      general intangibles (including without limitation payment intangibles, software,
      customer lists, sales records and other business records, contract rights,
      causes of action, and licenses, permits, franchises, patents, copyrights,
      trademarks, and goodwill of the business in which the trademark is used, trade
      names, or rights to any of the foregoing), promissory notes, contract rights,
      chattel paper, documents, letter-of-credit rights and instruments;

     

    (e) (i)
      all
      deposit accounts and (ii) all cash and cash equivalents deposited with or
      delivered to Lender from time to time and pledged as additional security for
      the
      Obligations;

     

    (f) all
      investment property;

     

    (g) all
      commercial tort claims; and

     

    (h) all
      additions and accessions to, all spare and repair parts, special tools,
      equipment and replacements for, and all supporting obligations, proceeds and
      products of, any and all of the foregoing assets described in Sections (a)
      through (g), inclusive, above.

     

    Notwithstanding
      the foregoing, “Collateral” shall not include (i) any Accounts resulting from
      Debtor’s purchase of Prescription Claims from entities other than a Prospective
      New Client (“XXX”) or an Affiliate thereof (the “Non-XXX Claims”) that serve as
      collateral for a loan made to Debtor by an independent, third-party lender
      for
      the purpose of purchasing the Non-XXX Claims provided that Debtor supplied
      Lender with prior written notice of Debtor’s express intent to pledge such
      Accounts as collateral for such loan, (ii) any personal property (including
      motor vehicles) in respect of which perfection of a lien or security interest
      is
      not either (A) governed by the UCC or (B) accomplished by appropriate evidence
      of the lien being recorded in the United States Copyright Office or the United
      States Patent and Trademark Office, (iii) any property subject to any pledge
      agreement.

    


    Event
      of Default.
“Event
      of Default” shall have the meaning specified in the Loan Agreement.

     

    Inventory.
      “Inventory” shall mean all inventory, including without limitation all goods
      held for sale, lease or demonstration or to be furnished under contracts of
      service, goods leased to others, trade-ins and repossessions, raw materials,
      work in process and materials used or consumed in Debtor’s business, including,
      without limitation, goods in transit, wheresoever located, whether now owned
      or
      hereafter acquired by Debtor, and shall include such property the sale or other
      disposition of which has given rise to Accounts and which has been returned
      to
      or repossessed or stopped in transit by Debtor.

      

    Obligations.
      “Obligations” shall mean (a) all obligations under the Note, including, without
      limitation, all principal, interest, costs, expenses and other amounts now
      or
      hereafter due under the Note (including, without limitation, all principal
      amounts advanced thereunder before, on or after the date hereof) and (b) all
      debts, liabilities, obligations, covenants and agreements of Debtor arising
      from
      or contained in the Transaction Documents.

     

    Person.
      “Person” shall mean and include an individual, partnership, corporation, trust,
      unincorporated association and any unit, department or agency of
      government.

     

    Security
      Agreement.
      “Security Agreement” shall mean this Security Agreement, together with the
      schedules attached hereto, as the same may be amended, supplemented or otherwise
      modified from time to time in accordance with the terms hereof.


    
      
        
        

      

      
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    Security
      Interest.
      “Security Interest” shall mean the security interest of Lender in the Collateral
      granted by Debtor pursuant to this Security Agreement.

     

    UCC.
“UCC”
      shall mean the Uniform Commercial Code as adopted in the State of New York
      and
      in effect from time to time.

     

    ARTICLE
      II

    THE
      SECURITY INTEREST; REPRESENTATIONS AND WARRANTIES

     

    2.1 The
      Security Interest.
      To
      secure the full and complete payment and performance when due (whether at stated
      maturity, by acceleration, or otherwise) of each of the Obligations, Debtor
      hereby grants to Lender a security interest in all of Debtor’s right, title and
      interest in and to the Collateral.

     

    2.2 Representations
      and Warranties.
      Debtor
      hereby represents and warrants to Lender that:

     

    (a) The
      records of Debtor with respect to the Collateral are presently located only
      at
      the address(es) listed on Schedule
      1
      attached
      to this Security Agreement.

     

    (b) The
      Collateral is presently located only at the location(s) listed on Schedule 1
      attached
      to this Security Agreement.

     

    (c) The
      chief
      executive office and chief place(s) of business of Debtor are presently located
      at the address(es) listed on Schedule
      1
      to this
      Security Agreement.

     

    (d) Debtor
      is
      a Florida corporation and its exact legal name is set forth in the definition
      of
“Debtor” in the introductory paragraph of this Security Agreement. The
      organization identification number of Debtor is listed on Schedule
      1
      to this
      Security Agreement.

     

    (e) All
      of
      Debtor’s present patents and trademarks, if any, including those that have been
      registered with, or for which an application for registration has been filed
      in,
      the United States Patent and Trademark Office are listed on Schedule
      2
      attached
      to this Security Agreement. All of Debtor’s present copyrights registered with,
      or for which an application for registration has been filed in, the United
      States Copyright Office or any similar office or agency of any state or any
      other country are listed on Schedule
      2
      attached
      to this Security Agreement.

     

    (f) Debtor
      has good title to, or valid leasehold interest in, all of the Collateral, and
      there are no Liens on any of the Collateral except Permitted Liens.

     

    2.3 Authorization
      to File Financing Statements.
      Debtor
      hereby irrevocably
      authorizes Lender at any time and from time to time to file in any UCC
      jurisdiction any initial financing statements and amendments thereto that (a)
      indicate the Collateral (i) as all assets of Debtor or words of similar effect,
      excluding Accounts based on Non-XXX Claims, regardless of whether any particular
      asset comprised in the Collateral falls within the scope of Article 9 of the
      UCC
      or such other jurisdiction, or (ii) as being of an equal or lesser scope or
      with
      greater detail, and (b) contain any other information required by part 5 of
      Article 9 of the UCC for the sufficiency of filing office acceptance of any
      financing statement or amendment, including whether Debtor is an organization,
      the type of organization and any state or federal organization identification
      number issued to Debtor. Debtor agrees to furnish any such information to Lender
      promptly upon written request.


    
      
        
        

      

      
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    ARTICLE
      III 

    AGREEMENTS
      OF DEBTOR

     

    From
      and
      after the date of this Security Agreement, and until all of the Obligations
      are
      paid in full, Debtor shall:

     

    3.1 Sale
      of Collateral.  Not
      sell, lease, transfer or otherwise dispose of Collateral or any interest
      therein, except as provided for in the Loan Agreement and for sales of Inventory
      in the ordinary course of business.

     

    3.2  Maintenance
      of Security Interest.  

     

    (a) At
      the
      expense of Debtor, defend the Security Interest against any and all claims
      of
      any Person adverse to Lender (but only to the extent the claim of such Person
      is
      subordinate or junior to the Security Interest of Lender) and take such action
      and execute such financing statements and other documents as Lender may from
      time to time reasonably request in writing to maintain the perfected status
      of
      the Security Interest. Debtor shall not further encumber or grant a security
      interest in any of the Collateral except as provided for in the Loan
      Agreement.

     

    (b) Debtor
      further agrees to take any other commercially reasonable action reasonably
      requested in writing by Lender if necessary to ensure the attachment, perfection
      and priority of, and the ability of Lender to enforce its security interest
      in
      any and all of the Collateral including, without limitation, (i) executing,
      delivering and, where appropriate, filing financing statements and amendments
      relating thereto under the UCC, to the extent, if any, that Debtor’s signature
      thereon is required therefor, (ii) complying with any provision of any
      statute, regulation or treaty of the United States as to any Collateral if
      compliance with such provision is a condition to attachment, perfection or
      priority of, or ability of Lender to enforce, its security interest in such
      Collateral, (iii) taking all actions required by any earlier versions of the
      UCC
      (to the extent applicable) or by other law, as applicable in any relevant UCC
      jurisdiction, or by other law as applicable in any foreign jurisdiction, (iv)
      obtaining waivers from landlords where any material portion of the tangible
      Collateral is located in form and substance reasonably satisfactory to Lender,
      and (v) executing such documents and cooperating with the Lender and any
      third-party to allow Lender to obtain control of any Collateral consisting
      of
      deposit accounts or investment property.

     

    3.3 Locations.
      Give
      Lender at least thirty (30) days prior written notice of Debtor’s intention to
      relocate any of the Collateral (other than Inventory in transit) or any of
      the
      records relating to the Collateral from the locations listed on Schedule
      1
      attached
      to this Security Agreement, in which event Schedule
      1
      shall be
      deemed amended to include the new location. Any additional filings or refilings
      requested in writing by Lender as a result of any such relocation in order
      to
      maintain the Security Interest in such Collateral shall be at Debtor’s
      expense.

     

    3.4 Insurance.
      Maintain insurance (including, without limitation, commercial general liability
      and property insurance) with respect to the Collateral consisting of tangible
      personal property in such amounts, against such risks, in such form and with
      responsible and reputable insurance companies or associations as is required
      by
      any governmental authority having jurisdiction with respect thereto or as is
      carried generally in accordance with sound business practice by companies in
      similar businesses similarly situated. If requested in writing by Lender, and
      if
      the existing third-party loss payee agrees to relinquish its position as loss
      payee, Debtor will obtain lender’s loss payable endorsements on applicable
      insurance policies in favor of Lender and will provide to Lender certificates
      of
      such insurance or copies thereof. If such request is made, and if the existing
      third-party loss payee agrees to relinquish its position as loss payee, Debtor
      shall use commercially reasonable efforts to cause each insurer to agree, by
      endorsement on the policy or policies or certificates of insurance issued by
      it
      or by independent instrument furnished to Lender, that such insurer will give
      thirty (30) days written notice to Lender before such policy will be altered
      or
      canceled. No settlement of any insurance claim shall be made without Lender’s
      prior consent, which consent will not be unreasonably withheld, conditioned
      or
      delayed. In the event of any insured loss, Debtor shall promptly notify Lender
      thereof in writing, and, after an Event of Default shall have occurred and
      be
      continuing, Debtor hereby authorizes and directs any insurer concerned to make
      payment of such loss directly to Lender as its interest may appear. Lender
      is
      authorized, in the name and on behalf of Debtor, to make proof of loss and
      to
      adjust, compromise and collect, in such manner and amounts as it reasonably
      shall determine, all claims under all policies; and Debtor agrees to sign,
      on
      written demand of Lender, all receipts, vouchers, releases and other instruments
      which may be necessary in aid of this authorization. After an Event of Default
      shall have occurred and be continuing, the proceeds of any insurance from loss,
      theft, or damage to the Collateral shall be held in a segregated account
      established by Lender and disbursed and applied at the discretion of Lender,
      either in reduction of the Obligations or applied toward the repair, restoration
      or replacement of the Collateral.


    
      
        
        

      

      
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    3.5 Name;
      Legal Status.
      (a)
      Without providing at least 30 days prior written notice to Lender, Debtor will
      not change its name, its place of business or, if more than one, chief executive
      office, or its mailing address or organizational identification number if it
      has
      one, (b) if Debtor does not have an organizational identification number and
      later obtains one, Debtor shall forthwith notify Lender of such organizational
      identification number, and (c) Debtor will not change its type of organization
      or jurisdiction of organization.

     

    ARTICLE
      IV 

    RIGHTS
      AND REMEDIES

     

    4.1 Right
      to Cure.
      In case
      of failure by Debtor after receipt of written notice from Lender to procure
      or
      maintain insurance, or to pay any fees, assessments, charges or taxes (subject
      to Debtor’s right to contest in good faith, such assessments, charges or taxes)
      arising with respect to the Collateral, Lender shall have the right, but shall
      not be obligated, to effect such insurance or pay such fees, assessments,
      charges or taxes, as the case may be, and, in that event, the cost thereof
      shall
      be payable by Debtor to Lender immediately upon demand, together with interest
      at an annual rate of 8% from the date of disbursement by Lender to the date
      of
      payment by Debtor. If Lender effects any insurance on behalf of Debtor, Debtor
      thereafter may cancel such insurance so effected after providing Lender with
      evidence that Debtor or another secured party having cure rights similar to
      those set forth in this Section 4.1 has obtained insurance as required by this
      Security Agreement.

     

    4.2 Rights
      of Parties.
      Upon
      the occurrence and during the continuance of an Event of Default, in addition
      to
      all the rights and remedies provided in the Transaction Documents or in
      Article 9 of the UCC and any other applicable law, Lender may (but is under
      no obligation so to do):

     

    (a) require
      Debtor to assemble the Collateral at a place designated by Lender, which is
      reasonably convenient to the parties; and

     

    (b) take
      possession of all Collateral and of Debtor’s records pertaining to all
      Collateral that are necessary to properly administer and control the Collateral
      or the handling and collection of Collateral, and sell, lease or otherwise
      dispose of the Collateral in a commercially reasonable manner in whole or in
      part, at public or private sale, on or off the premises of Debtor;
      and

     

    (c) collect
      any and all money due or to become due and enforce in Debtor’s name all rights
      with respect to the Collateral; and


    
      
        
        

      

      
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    (d) settle,
      adjust or compromise any dispute with respect to any Account; and

     

    (e)  receive
      and open mail addressed to Debtor; and

     

    (f)  on
      behalf of Debtor, endorse checks, notes, drafts, money orders, instruments
      or
      other evidences of payment.

     

    4.3 Power
      of Attorney.
      Upon
      the occurrence and during the continuance of an Event of Default, Debtor does
      hereby constitute and appoint Lender as Debtor’s true and lawful attorney with
      full power of substitution for Debtor in Debtor’s name, place and stead for the
      purposes of performing any obligation of Debtor under this Security Agreement
      and taking any action and executing any instrument which Lender may deem
      necessary to perform any obligation of Debtor under this Security Agreement,
      which appointment is irrevocable and coupled with an interest, and shall not
      terminate until the Obligations are paid in full.

     

    4.4 Right
      to Collect Accounts.
      Upon
      the occurrence and during the continuance of an Event of Default, and without
      limiting Debtor’s obligations under the Transaction Documents: (a) Debtor
      authorizes Lender to notify any and all debtors on the Accounts to make payment
      directly to Lender (or to such place as Lender may direct); (b) Debtor agrees,
      on written notice from Lender, to deliver to Lender promptly after receipt
      thereof, in the form in which received (together with all necessary
      endorsements), all payments received by Debtor on account of any Account; and
      (c) Lender may, at its option, apply all such payments against the Obligations
      or remit all or part of such payments to Debtor.

     

    4.5 Reasonable
      Notice.
      Written
      notice, when required by law, sent in accordance with the provisions of Section
      12.6 of the Loan Agreement and given at least ten (10) business days (counting
      the day of sending) before the date of a proposed disposition of the Collateral
      shall be reasonable notice.

     

    4.6 Limitation
      on Duties Regarding Collateral.  The
      sole duty of Lender with respect to the custody, safekeeping and physical
      preservation of the Collateral in its possession, under Section 9-207 of the
      UCC
      or otherwise, shall be to deal with it in the same manner as Lender deals with
      similar property for its own account. Neither Lender nor any of its directors,
      officers, employees or agents, shall be liable for failure to demand, collect
      or
      realize upon any of the Collateral or for any delay in doing so or shall be
      under any obligation to sell or otherwise dispose of any Collateral upon the
      request of Debtor or otherwise.

     

    4.7 Lock
      Box; Collateral Account.
      This
      Section 4.7 shall be effective only upon the occurrence and during the
      continuance of an Event of Default. If Lender so requests in writing, Debtor
      will direct each of its debtors on the Accounts to make payments due under
      the
      relevant Account or chattel paper directly to a special lock box to be under
      the
      control of Lender. Debtor hereby authorizes and directs Lender to deposit into
      a
      special collateral account to be established and maintained by Lender all
      checks, drafts and cash payments received in said lock box. All deposits in
      said
      collateral account shall constitute proceeds of Collateral and shall not
      constitute payment of any Obligation until so applied. At its option, Lender
      may, at any time, apply finally collected funds on deposit in said collateral
      account to the payment of the Obligations, in the order of application set
      forth
      in Section 4.8, or permit Debtor to withdraw all or any part of the balance
      on
      deposit in said collateral account. If a collateral account is so established,
      Debtor agrees that it will promptly deliver to Lender, for deposit into said
      collateral account, all payments on Accounts and chattel paper received by
      it.
      All such payments shall be delivered to Lender in the form received (except
      for
      Debtor’s endorsement where necessary). Until so deposited, all payments on
      Accounts and chattel paper received by Debtor shall be held in trust by Debtor
      for and as the property of Lender and shall not be commingled with any funds
      or
      property of Debtor.


    
      
        
        

      

      
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    4.8 Application
      of Proceeds.
      Lender
      shall apply the proceeds resulting from any sale or disposition of the
      Collateral in the following order:

     

    (a) to
      the
      reasonable costs of any sale or other disposition;

     

    (b) to
      the
      reasonable expenses incurred by Lender in connection with any sale or other
      disposition, including attorneys’ fees;

     

    (c) to
      the
      payment of the Obligations then due and owing in any order selected by Lender
      in
      a commercially reasonable manner; and

     

    (d) to
      Debtor.

     

    4.9 Other
      Remedies.
      No
      remedy herein conferred upon Lender is intended to be exclusive of any other
      remedy, and each and every such remedy shall be cumulative and shall be in
      addition to every other remedy given under this Security Agreement and the
      Transaction Documents now or hereafter existing at law or in equity or by
      statute or otherwise. No failure or delay on the part of Lender in exercising
      any right or remedy hereunder shall operate as a waiver thereof nor shall any
      single or partial exercise of any right hereunder preclude other or further
      exercise thereof or the exercise of any other right or remedy.

     

    ARTICLE
      V

    MISCELLANEOUS

    


    5.1 Expenses
      and Attorneys’ Fees.
      Debtor
      shall pay all reasonable fees and expenses incurred by Lender, including the
      reasonable fees of counsel, in connection with the preparation, administration
      and amendment of this Security Agreement and the protection, administration
      and
      enforcement of the rights of Lender under this Security Agreement or with
      respect to the Collateral, including without limitation the protection and
      enforcement of such rights in any bankruptcy.

     

    5.2 Setoff.
      Debtor
      agrees that, upon the occurrence and during the continuance of an Event of
      Default, Lender shall have all rights of setoff and bankers’ lien provided by
      applicable law.

     

    5.3 Assignability;
      Successors.
      Debtor’s rights and liabilities under this Security Agreement are not assignable
      or delegable, in whole or in part, without the prior written consent of Lender.
      The provisions of this Security Agreement shall inure to the benefit of and
      be
      binding upon the successors and assigns of the parties.

     

    5.4 Survival.
      All
      agreements, representations and warranties made in this Security Agreement
      or in
      any document delivered pursuant to this Security Agreement shall survive the
      execution and delivery of this Security Agreement, and the delivery of any
      such
      document.

     

    5.5 Governing
      Law.
      This
      Security Agreement shall be governed by, and construed and interpreted in
      accordance with, the laws of the State of New York applicable to contracts
      made
      and wholly performed within such state.

     

    5.6 Execution;
      Headings.
      This
      Security Agreement may be executed in two or more counterparts, all of which
      when taken together shall be considered one and the same agreement and shall
      become effective when counterparts have been signed by each party and delivered
      to the other party, it being understood that both parties need not sign the
      same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original thereof.
      The article and section headings in this Security Agreement are inserted for
      convenience of reference only and shall not constitute a part
      hereof.


    
      
        
        

      

      
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    5.7  Notices.
      All
      notices, requests and demands to or upon Lender or Debtor shall be delivered
      in
      the manner set forth in Section 12.6 of the Loan Agreement.

     

    5.8 Amendment.
      No
      amendment of this Security Agreement shall be effective unless in writing and
      signed by Debtor and Lender.

     

    5.9 Severability.
      Any
      provision of this Security Agreement which is prohibited or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions of this Security Agreement in such jurisdiction or affecting the
      validity or enforceability of any provision in any other
      jurisdiction.

     

    5.10 WAIVER
      OF RIGHT TO JURY TRIAL.
      EACH OF
      THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
      ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF ANY
      CONTROVERSY THAT MAY ARISE UNDER THIS SECURITY AGREEMENT.

     

    5.11  Submission
      to Jurisdiction.

     

    (a) EACH
      OF
      THE PARTIES TO THIS SECURITY AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY
      SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED
      THE STATE AND COUNTY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING
      OUT OF OR RELATING TO THIS SECURITY AGREEMENT. EACH OF THE PARTIES TO THIS
      SECURITY AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
      ANY OBJECTION THAT SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
      VENUE OF ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURTS AND ANY CLAIM THAT
      ANY
      SUCH PROCEEDING BROUGHT IN ANY SUCH COURTS HAS BEEN BROUGHT IN AN INCONVENIENT
      FORUM.

     

    (b) EACH
      OF
      THE PARTIES TO THIS SECURITY AGREEMENT HEREBY CONSENTS TO SERVICE OF PROCESS
      BY
      NOTICE IN THE MANNER SPECIFIED IN SECTION 12.6 OF THE LOAN AGREEMENT AND
      IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION SUCH
      PARTY MAY NOW OR HEREAFTER HAVE TO SERVICE OF PROCESS IN SUCH
      MANNER.

     

    [Signature
      Page Follows]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Security Agreement has been executed as of the day and
      year first above written.

     

    
      	
              XENI
                FINANCIAL SERVICES, CORP.

            
	 	 
	
              By:  

            	
               /s/
                Howard B. Katz

            
	
               

            	
              Name:  

            	
              Howard
                B. Katz

            
	
               

            	
              Title:  

            	
              Chief
                Executive Officer

            


    

    


    
      	
              DEBT
                OPPORTUNITY FUND, LLLP,

            
	
                
                a Florida limited liability limited
                partnership

            
	 	 	 
	
              By:

            	
              Total
                Capital Management, LLC,

            
	 	
               
                a Florida limited liability company,

            
	 	
               
                as its General Partner

            
	 	 	 
	
              By:  

            	
               /s/
                Sean Lyons

            
	 	
              Name:  

            	
              Sean
                Lyons

            
	 	
              Title:  

            	
              Manager

            


    


    
      
        
        

      

      
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