EXHIBIT 10.14

                               SECURITY AGREEMENT

      THIS  SECURITY  AGREEMENT  ("Agreement")  is made and  entered  into as of
October 12,  2005,  by and between  Uluru,  Inc.,  a Delaware  corporation  (the
"Borrower"),   Kerry  P.  Gray,  the  Borrower's  controlling  shareholder  (the
"Shareholder"), and Oxford Ventures, Inc. ("Lender"), a Nevada corporation.

                                    RECITALS:

      The  Borrower  has issued and  delivered  or will issue and deliver to the
Lender  a  Secured  Bridge  Promissory  Note  in  the  principal  amount  of the
Commitment,  as hereinafter defined, dated as of the date of this Agreement (the
"Note").  Pursuant  to the Note,  the  Borrower  has  agreed to grant a security
interest in and to the  Collateral  (as defined in this  Agreement) on the terms
and  conditions set forth in this  Agreement and the  Shareholder  has agreed to
grant a security  interest  in and to the  Borrower  Control  shares (as defined
herein).

      NOW,  THEREFORE,  for and in consideration of the Debt (as defined in this
Agreement),  and of the premises and intending to be legally bound,  the parties
covenant and agree as follows:

      1.    Definitions. In addition to the words and terms defined elsewhere in
            this  Agreement,  the  following  words  and  terms  shall  have the
            following meanings, unless the context otherwise clearly requires:

      "Accounts" shall have the meaning given to that term in the Code and shall
      include without limitation all rights of the Borrower,  whenever acquired,
      to payment for goods sold or leased or for services  rendered,  whether or
      not earned by performance.

      "As-extracted  Collateral" shall have the meaning given to that term under
      the Code.

      "Borrower Control Shares" shall have the meaning given to that term in the
      Bridge Loan Agreement.

      "Bridge  Loan  Agreement"  shall mean the Bridge  Loan and  Control  Share
      Pledge and Security Agreement by and between the Borrower, the Shareholder
      and the Lender dated as of even date herewith.

      "Chattel  Paper" shall have the meaning given to that term in the Code and
      shall include  without  limitation  all writings owned by the Borrower or,
      whenever  acquired,  which  evidence  both  a  monetary  obligation  and a
      security interest in or a lease of specific goods.


<PAGE>

      "Code" shall mean the Uniform  Commercial Code as in effect on the date of
      this  Agreement  and as amended from time to time,  of the state or states
      having  jurisdiction  with respect to all or any portion of the Collateral
      from time to time.

      "Collateral"  shall mean all tangible and  intangible  assets of Borrower,
      including,  without  limitation,  collectively the Accounts,  As-extracted
      Collateral,   Chattel  Paper,  Deposit  Accounts,  Documents,   Equipment,
      Fixtures,  all  intellectual  property  and other  assets that make up the
      Asset  Acquisition (as such term is defined in the Bridge Loan Agreement),
      General  Intangibles,   Instruments,   Intellectual  Property,  Inventory,
      Investment  Property and Proceeds of each of them,  as well as the meaning
      ascribed to that term in Section 2.

      "Commitment"  shall have the meaning given to that term in the Bridge Loan
      Agreement.

      "Cure Period" shall mean the period of  seventy-five  (75) days  following
      written  notice by Lender to Borrower  of an Event of  Default;  provided,
      however,  that there shall be no Cure Period for an Event of Default under
      Sections 6.1(e) or 6.1(f) of the Bridge Loan Agreement.

      "Debt" shall mean (i) all  indebtedness,  both principal and interest,  of
      the  Borrower  to the  Lender  now or  after  the  date of this  Agreement
      evidenced  by the Note,  (ii) all other  debts,  liabilities,  duties  and
      obligations  of the Borrower to the Lender  arising after the date of this
      Agreement  contracted or incurred,  whether arising under or in connection
      with the Loan  Documents or arising under or in connection  with any other
      agreement,  instrument,  or undertaking  made by or for the benefit of the
      Borrower to or for the benefit of the Lender, (iii) all costs and expenses
      incurred  by the  Lender  in  the  collection  of any of the  indebtedness
      described in this paragraph or in connection  with the  enforcement of any
      of the duties and  obligations of the Borrower to the Lender  described in
      this paragraph,  including reasonable  attorneys' and paralegals' fees and
      expenses,  and  (iv)  all  future  advances  made  by the  Lender  for the
      maintenance,  protection,  preservation  or enforcement of, or realization
      upon, the Collateral or any portion of the Collateral,  including advances
      for storage,  transportation charges,  taxes,  insurance,  repairs and the
      like.

      "Deposit  Accounts"  shall have the meaning given to that term in the Code
      and shall include a demand,  time,  savings,  passbook or similar  account
      maintained with a bank, savings bank, savings and loan association, credit
      union, trust company or other organization that is engaged in the business
      of banking.

      "Documents"  shall  have the  meaning  given to that  term in the Code and
      shall include without limitation all warehouse receipts (as defined by the
      Code) and other  documents  of title (as defined by the Code) owned by the
      Borrower, whenever acquired.


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<PAGE>

      "Equipment"  shall  have the  meaning  given to that  term in the Code and
      shall include without limitation all goods owned by the Borrower, whenever
      acquired and wherever  located,  used or brought for use  primarily in the
      business or for the benefit of the  Borrower and not included in Inventory
      of the Borrower, together with all attachments, accessories and parts used
      or intended to be used with any of those goods or Fixtures, whether now or
      in the future installed therein or thereon or affixed thereto,  as well as
      all substitutes and replacements thereof in whole or in part.

      "Escrow Agent" shall mean Gottbetter & Partners, LLP.

      "Escrow  Agreement"  shall mean the Pledge and Escrow  Agreement among the
      Borrower,  the Lender,  Kerry P. Gray and the Escrow Agent with respect to
      the Pledged Shares and the Borrower Control Shares.

      "Event of Default"  shall mean (i) any of the Events of Default  described
      in the Note or the Loan Documents,  or (ii) any default by the Borrower in
      the performance of its obligations under this Agreement.

      "Fixtures"  shall  have the  meaning  given to that term in the Code,  and
      shall include without limitation leasehold improvements.

      "General  Intangibles"  shall have the  meaning  given to that term in the
      Code and shall  include,  without  limitation,  all leases under which the
      Borrower  now or in the future  leases and or obtains a right to occupy or
      use real or personal  property,  or both, all of the other contract rights
      of the Borrower,  whenever acquired, and customer lists, choses in action,
      claims (including claims for indemnification),  books,  records,  patents,
      copyrights,  trademarks,  blueprints,  drawings,  designs and plans, trade
      secrets,  methods,  processes,  contracts,  licenses,  license agreements,
      formulae,  tax and any  other  types of  refunds,  returned  and  unearned
      insurance  premiums,  rights  and claims  under  insurance  policies,  and
      computer  information,  software,  records  and data now owned or acquired
      after the date of this Agreement by the Borrower.

      "Instruments"  shall have the  meaning  given to that term in the Code and
      shall include, without limitation,  all negotiable instruments (as defined
      in the Code), all certificated securities (as defined in the Code) and all
      other writings which evidence a right to the payment of money now or after
      the date of this Agreement owned by the Borrower.

      "Inventory"  shall  have the  meaning  given to that  term in the Code and
      shall include without limitation all goods owned by the Borrower, whenever
      acquired and wherever  located,  held for sale or lease or furnished or to
      be furnished  under contracts of service,  and all raw materials,  work in
      process and  materials  owned by the  Borrower and used or consumed in the
      Borrower's business, whenever acquired and wherever located.


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<PAGE>

      "Investment   Property,"   "Securities   Intermediary"   and  "Commodities
      Intermediary" each shall have the meaning set forth in the Code.

      "Know-How" means all documented and undocumented  research,  ideas,  data,
      theories, conclusions, reports, drawings, designs, blueprints, schematics,
      exhibits,  models,  prototypes,  source code,  object  code,  flow charts,
      manuals,  processes,  specifications,  formulae,  product  configurations,
      notes, inventions (whether or not patentable and whether or not reduced to
      practice) and any other information of any kind developed,  in development
      or maintained by the Borrower or any of their respective employees, agents
      or  representatives  relating to any goods or services sold or licensed or
      offered for sale or license by the Borrower or goods or services which the
      Borrower has a present intention to sell or license.

      "Loan Documents" shall mean  collectively,  this Agreement,  the Note, the
      Bridge Loan  Agreement,  the Escrow  Agreement  and all other  agreements,
      documents and instruments executed and delivered in connection  therewith,
      as each may be amended, supplemented or modified from time to time.

      "Permitted  Liens" shall mean all (i) all existing  liens on the assets of
      the  Borrower  which have been  disclosed to the Lender by the Borrower in
      the Bridge Loan Agreement,  and (ii) all purchase money security interests
      hereinafter incurred by the Borrower in the ordinary course of business to
      the extent permitted by the Bridge Loan Agreement.

      "Pledged Shares" shall mean the Borrower Control Shares.

      "Proceeds" shall have the meaning given to that term in the Code and shall
      include  without  limitation  whatever  is  received  when  Collateral  or
      Proceeds are sold, exchanged,  collected or otherwise disposed of, whether
      cash or non-cash,  and includes without  limitation  proceeds of insurance
      payable by reason of loss of or damage to Collateral.

      "Subsidiary"  means any corporation,  partnership,  joint venture or other
      entity  in which the  Borrower  has,  directly  or  indirectly,  an equity
      interest  representing  50% or more of the capital  stock thereof or other
      equity interests therein.

      "Trade  Secret  Rights"  means  all  documentation,   Know-How  and  other
      materials  owned by the Borrower that are  considered to be proprietary to
      the  Borrower,  is maintained on a  confidential  or secret basis,  and is
      generally  not known to other  persons or entities  who are not subject to
      confidentiality restrictions.


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<PAGE>

      2.    Security  Interest.  As security for the full and timely  payment of
the Debt in  accordance  with the terms of the Debt and the  performance  of the
obligations  of the  Borrower  under the Note and this  Agreement,  the Borrower
agrees that the Lender shall have,  and the  Borrower  grants and conveys to and
creates in favor of the  Lender,  a security  interest  under the Code in and to
such of the  Collateral  as is now  owned  or  acquired  after  the date of this
Agreement by the  Borrower.  As security for the full and timely  payment of the
Debt in  accordance  with  the  terms of the  Debt  and the  performance  of the
obligations of the Borrower under the Note and this  Agreement,  the Shareholder
grants  and  conveys to and  creates in favor of the Lender a security  interest
under the Code in and to the Borrower  Control  Shares.  The security  interests
granted  to the  Lender in this  Agreement  shall be a first  priority  security
interest,  prior and superior to the rights of all third parties  existing on or
arising after the date of this Agreement, subject to the Permitted Liens.

      3.    Provisions Applicable to the Collateral.  The parties agree that the
following provisions shall be applicable to the Collateral:

            (a)   The Borrower covenants and agrees that at all times during the
term of this  Agreement it shall keep  accurate  and complete  books and records
concerning the  Collateral  that is now owned or acquired after the date of this
Agreement by the Borrower.

            (b)   The Lender or its  representatives  shall have the right, upon
reasonable  prior written notice to the Borrower and during the regular business
hours of the Borrower,  to examine and inspect the  Collateral and to review the
books and records of the Borrower concerning the Collateral that is now owned or
acquired  after the date of this  Agreement by the Borrower and to copy the same
and  make  excerpts  therefrom;  provided,  however,  that  from and  after  the
occurrence of an Event of Default,  the rights of inspection  and entry shall be
subject to the requirements of the Code.

            (c)   The  Borrower  shall  at all  times  during  the  term of this
Agreement  keep the  Equipment,  Inventory  and  Fixtures  that are now owned or
acquired  after  the  date of this  Agreement  by the  Borrower  at its  various
locations  or, upon written  notice to the Lender,  at such other  locations for
which  the  Lender  has filed  financing  statements,  and at no other  location
without 20 days' prior  written  notice to the Lender,  except that the Borrower
shall have the right until one or more Events of Default  shall occur to sell or
otherwise  dispose of Inventory and other  Collateral in the ordinary  course of
business.

            (d)   The  Borrower  shall not move the  location  of its  principal
executive offices without prior written notification to the Lender.

            (e)   Without the prior written consent of the Lender,  the Borrower
shall not sell, lease or otherwise dispose of any Equipment or Fixtures,  except
in the ordinary course of their business.

            (f)   Promptly  upon  request of the Lender  from time to time,  the
Borrower shall furnish the Lender with such information and documents  regarding
the Collateral  and the  Borrower's  financial  condition,  business,  assets or
liabilities,  at such  times  and in such  form and  detail  as the  Lender  may
request.


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<PAGE>

            (g)   At all times during the term of this  Agreement,  the Borrower
shall deliver to the Lender, upon its written request, without limitation,

                  (i)   all invoices and customer statements rendered to account
            debtors, documents,  contracts, chattel paper, instruments and other
            writings  pertaining to the Borrower's  contracts or the performance
            of the Borrower's contracts,

                  (ii)  evidence  of  the  Borrower's  accounts  and  statements
            showing the aging,  identification,  reconciliation  and  collection
            thereof, and

                  (iii) reports  as  to  the  Borrower's  inventory  and  sales,
            shipment,  damage  or  loss  thereof,  all  of the  foregoing  to be
            certified by authorized officers or other employees of the Borrower,
            and Borrower shall take all necessary action during the term of this
            Agreement  to perfect  any and all  security  interests  in favor of
            Borrower  and to assign to Lender  all such  security  interests  in
            favor of Borrower.

            (h)   Notwithstanding   the  security  interest  in  the  Collateral
granted to and created in favor of the Lender under this Agreement, the Borrower
shall have the right until one or more Events of Default shall occur, at its own
cost and expense,  to collect the Accounts and the Chattel  Paper and to enforce
its contract rights.

            (i)   Upon the  continuance  of an Event of  Default  following  the
expiration of the applicable  Cure Period,  the Lender shall have the right,  in
its sole discretion, to give notice of the Lender's security interest to account
debtors  obligated to the Borrower and to take over and direct collection of the
Accounts and the Chattel Paper,  to notify such account  debtors to make payment
directly to the Lender and to enforce  payment of the  Accounts  and the Chattel
Paper and to enforce the Borrower's contract rights. It is understood and agreed
by the Borrower  that the Lender shall have no liability  whatsoever  under this
subsection (i) except for its own gross negligence or willful misconduct.

            (j)   At all times  during the term of this  Agreement  the Borrower
shall promptly  deliver to the Lender,  upon its written  request,  all existing
leases,  and all  other  leases  entered  into by  Borrower  from  time to time,
covering  any  Equipment or Inventory  ("Leased  Inventory")  which is leased to
third parties.

            (l)   The Borrower shall not change its name, entity status, federal
taxpayer  identification  number,  or provincial  organizational or registration
number,  or the state under  which it is  organized  without  the prior  written
consent of the Lender.

            (m)   The  Borrower  shall not close any of its Deposit  Accounts or
open any new or additional  Deposit  Accounts without first giving the Lender at
least fifteen (15) days prior written notice thereof.


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<PAGE>

            (n)   The Borrower shall  cooperate  with the Lender,  at Borrower's
expense,  in perfecting  Lender's  security  interest in any of the  Collateral,
including the execution of any control agreement(s) required in order to perfect
Lender's security interest in the Deposit Accounts.

            (o)   Lender may file any necessary  financing  statements and other
documents Lender deems necessary in order to perfect Lender's  security interest
without Borrower's signature.  Borrower grants to Lender a power of attorney for
the sole purpose of executing any  documents on behalf of Borrower  which Lender
deems necessary to perfect Lender's security interest.  Such power, coupled with
an interest, is irrevocable.

            (p)   The  parties  agree  that the  Lender  shall have the right to
designate and appoint a collateral agent to act for and on behalf of the Lenders
with respect to the Collateral  under this Agreement,  provided that Borrower is
notified in writing at least ten (10) days in advance of such appointment.

      4.    Additional Provisions Applicable to the Pledged Shares.

            (a)   Simultaneously  herewith the  Shareholder has delivered to the
Escrow Agent one or more certificates  representing the Pledged Shares, together
with stock powers duly executed in blank by the Borrower. The Escrow Agent shall
hold such Pledged Shares pursuant to the terms of the Escrow Agreement.

            (b)   The  Pledged  Shares  shall  be held by the  Escrow  Agent  as
security for the timely payment of all of the Borrower's  obligations  under the
Note and for the  Borrower's  performance of all of its  obligations  under this
Agreement, as provided herein.

            (c)   The Escrow Agreement shall provide that while the Escrow Agent
holds the Pledged Shares as security,  the Borrower shall have the right to vote
the Pledged Shares at all meetings of stockholders to the same extent as if such
Pledged  Shares  were held by  Borrower;  provided  that no Event of Default has
occurred and is continuing  following the expiration of the Cure Period and that
the Borrower is not in default in the performance of any term of this Agreement.
In the event of any such a default or continuance of Event of Default  following
the expiration of the Cure Period, the Lender shall have the right to the extent
permitted  by law to vote and to give  consents,  ratifications  and waivers and
take any other action with respect to the Pledged Shares with the same force and
effect as if the Lender were the absolute and sole owner of the Pledged Shares.

      4.    Actions with Respect to Accounts.  The Borrower  irrevocably  makes,
constitutes  and appoints the Lender its true and lawful  attorney-in-fact  with
power  to sign  its name and to take  any of the  following  actions  after  the
occurrence  and prior to the cure of an Event of  Default,  at any time  without
notice to the Borrower and at the Borrower's expense:


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<PAGE>

            (a)   Verify  the  validity  and  amount  of,  or any  other  matter
relating to, the Collateral by mail, telephone, telegraph or otherwise;

            (b)   Notify  all  account  debtors  that  the  Accounts  have  been
assigned  to the  Lender and that the Lender  have a  security  interest  in the
Accounts;

            (c)   Direct all  account  debtors to make  payment of all  Accounts
directly to the Lender;

            (d)   Take control in any reasonable  manner of any cash or non-cash
items of payment or proceeds of Accounts;

            (e)   Receive,  open  and  dispose  of  all  mail  addressed  to the
Borrower;

            (f)   Take control in any manner of any rejected,  returned, stopped
in transit or repossessed goods relating to Accounts;

            (g)   Enforce  payment  of  and  collect  any  Accounts,   by  legal
proceedings or otherwise, and for such purpose the Lender may:

                  (1) Demand  payment  of any  Accounts  or direct  any  account
         debtors to make payment of Accounts directly to the Lender;

                  (2) Receive and collect all monies due or to become due to the
         Borrower pursuant to the Accounts;

                  (3) Exercise all of the  Borrower's  rights and remedies  with
         respect to the collection of Accounts;

                  (4) Settle,  adjust,  compromise,  extend, renew, discharge or
         release Accounts in a commercially reasonable manner;

                  (5) Sell or assign Accounts on such reasonable terms, for such
         reasonable   amounts  and  at  such  reasonable  times  as  the  Lender
         reasonably deems advisable;

                  (6) Prepare, file and sign the Borrower's name or names on any
         Proof of Claim or  similar  documents  in any  proceeding  filed  under
         federal  or  state  bankruptcy,  insolvency,  reorganization  or  other
         similar law as to any account debtor;

                  (7) Prepare, file and sign the Borrower's name or names on any
         notice of lien, claim of mechanic's lien, assignment or satisfaction of
         lien or  mechanic's  lien or similar  document in  connection  with the
         Collateral;


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<PAGE>

                  (8) Endorse the name of the Borrower upon any chattel  papers,
         documents,  instruments,  invoices,  freight bills,  bills of lading or
         similar   documents  or  agreements   relating  to  Accounts  or  goods
         pertaining  to Accounts or upon any checks or other media of payment or
         evidence  of a  security  interest  that  may  come  into  the  Lender,
         possession;

                  (9) Sign the name of the Borrower to verifications of Accounts
         and notices of Accounts sent by account debtors to the Borrower; or

                  (10) Take all other actions that the Lender  reasonably  deems
         to be necessary or desirable to protect the Borrower's  interest in the
         Accounts.

            (h)   Negotiate  and endorse any  Document in favor of the Lender or
its designees,  covering  Inventory which  constitutes  Collateral,  and related
documents for the purpose of carrying out the  provisions of this  Agreement and
taking any action and executing in the name of Borrower any instrument which the
Lender may  reasonably  deem  necessary or advisable to  accomplish  the purpose
hereof. Without limiting the generality of the foregoing,  the Lender shall have
the right and power to receive,  endorse and collect checks and other orders for
the payment of money made  payable to the Borrower  representing  any payment or
reimbursement made under,  pursuant to or with respect to, the Collateral or any
part  thereof and to give full  discharge to the same.  The Borrower  ratify and
approve  all acts of said  attorney  and agree that said  attorney  shall not be
liable for any acts of commission or omission,  nor for any error of judgment or
mistake  of fact or law,  except for said  attorney's  own gross  negligence  or
willful misconduct.  This power, being coupled with an interest,  is irrevocable
until the Debt is paid in full (at which  time this  power  shall  terminate  in
full) and the Borrower shall have performed all of their  obligations under this
Agreement.  The Borrower further agrees to use its reasonable  efforts to assist
the  Lender in the  collection  and  enforcement  of the  Accounts  and will not
hinder,  delay  or  impede  the  Lender  in any  manner  in its  collection  and
enforcement of the Accounts.

      5.    Preservation  and  Protection  of Security  Interest.  The  Borrower
represents  and warrants that it has, and covenants and agrees that at all times
during the term of this Agreement,  it will have,  good and marketable  title to
the  Collateral  from time to time owned or acquired by it free and clear of all
mortgages,  pledges,  liens, security interests,  charges or other encumbrances,
except  for the  Permitted  Liens  and  those  junior  in right of  payment  and
enforcement  to that of the Lender or in favor of the Lender,  and shall  defend
the Collateral against the claims and demands of all persons, firms and entities
whomsoever.  The Borrower  represents  and warrants  that as of the date of this
Agreement the Lender has, and that all times in the future the Lender will have,
a first  priority  perfected  security  interest  in the  Collateral,  prior and
superior to the rights of all third  parties in the  Collateral  existing on the
date of this Agreement or arising after the date of this  Agreement,  subject to
the  Permitted  Liens.  Except as  permitted  by this  Agreement,  the  Borrower
covenants and agrees that it shall not, without the prior written consent of the
Lender (i) borrow against the  Collateral or any portion of the Collateral  from
any other person, firm or entity, except for borrowings which are subordinate to
the rights of the Lender,  (ii) grant or create or permit to attach or exist any
mortgage, pledge, lien, charge or other encumbrance, or security interest on, of
or in any of the  Collateral  or any portion of the  Collateral  except those in


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<PAGE>

favor of the Lender or the Permitted Liens,  (iii) permit any levy or attachment
to be made against the Collateral or any portion of the Collateral, except those
subject to the Permitted Liens, or (iv) permit any financing statements to be on
file with respect to any of the Collateral, except financing statements in favor
of the Lender or those with respect to the Permitted  Liens.  The Borrower shall
faithfully preserve and protect the Lender's security interest in the Collateral
and shall,  at their own cost and expense,  cause, or assist the Lender to cause
that  security  interest to be perfected  and continue  perfected so long as the
Debt or any  portion  of the  Debt is  outstanding,  unpaid  or  executory.  For
purposes of the perfection of the Lender's  security  interest in the Collateral
in accordance with the  requirements of this Agreement,  the Borrower shall from
time to time at the request of the Lender  file or record,  or cause to be filed
or recorded,  such instruments,  documents and notices,  including  assignments,
financing statements and continuation  statements,  as the Lender may reasonably
deem  necessary or advisable  from time to time in order to perfect and continue
perfected such security interest.  The Borrower shall do all such other acts and
things and shall execute and deliver all such other  instruments  and documents,
including further security agreements,  pledges,  endorsements,  assignments and
notices,  as the Lender in its  discretion  may  reasonably  deem  necessary  or
advisable  from time to time in order to perfect and  preserve  the  priority of
such security interest as a first lien security interest in the Collateral prior
to the rights of all third persons, firms and entities, subject to the Permitted
Liens and except as may be otherwise  provided in this  Agreement.  The Borrower
agrees that a carbon,  photographic or other reproduction of this Agreement or a
financing  statement is  sufficient  as a financing  statement  and may be filed
instead of the original.

      6.    Insurance.  Risk  of  loss  of,  damage  to or  destruction  of  the
Equipment,  Inventory and Fixtures is on the Borrower. The Borrower shall insure
the Equipment,  Inventory and Fixtures  against such risks and casualties and in
such  amounts and with such  insurance  companies  as is  ordinarily  carried by
corporations  or other  entities  engaged in the same or similar  businesses and
similarly situated or as otherwise reasonably required by the Lender in its sole
discretion.  In the event of loss of, damage to or destruction of the Equipment,
Inventory or Fixtures  during the term of this  Agreement,  the  Borrower  shall
promptly notify Lender of such loss,  damage or  destruction.  At the reasonable
request of the  Lender,  each of the  Borrower's  policies  of  insurance  shall
contain  loss  payable  clauses in favor of the Borrower and the Lender as their
respective  interests may appear and shall contain provision for notification of
the Lender  thirty (30) days prior to the  termination  of such  policy.  At the
request of the Lender, copies of all such policies,  or certificates  evidencing
the same,  shall be deposited  with the Lender.  If the Borrower fails to effect
and keep in full force and effect such  insurance  or fails to pay the  premiums
when due, the Lender may (but shall not be  obligated  to) do so for the account
of the Borrower and add the cost thereof to the Debt.  The Lender is irrevocably
appointed  attorney-in-fact  of the Borrower to endorse any draft or check which
may be  payable  to the  Borrower  in  order to  collect  the  proceeds  of such
insurance. Unless an Event of Default has occurred and is continuing, the Lender
will turn over to the Borrower the proceeds of any such  insurance  collected by
it on the  condition  that the Borrower  apply such  proceeds  either (i) to the
repair of damaged Equipment,  Inventory or Fixtures,  or (ii) to the replacement


                                       10
<PAGE>

of destroyed  Equipment,  Inventory  or Fixtures  with  Equipment,  Inventory or
Fixtures of the same or similar  type and  function  and of at least  equivalent
value (in the sole judgment of the Lender), provided such replacement Equipment,
Fixtures or Inventory is made subject to the security  interest  created by this
Agreement  and  constitutes  a first lien  security  interest in the  Equipment,
Inventory  and  Fixtures  subject  only to  Permitted  Liens and other  security
interests  permitted  under this  Agreement,  and is  perfected by the filing of
financing  statements in the  appropriate  public offices and the taking of such
other  action as may be  necessary or desirable in order to perfect and continue
perfected such security interest. Any balance of insurance proceeds remaining in
the  possession  of the Lender  after  payment in full of the Debt shall be paid
over to the Borrower or its order.

      7.    Maintenance  and Repair.  The Borrower shall maintain the Equipment,
Inventory and Fixtures, and every portion thereof, in good condition, repair and
working  order,  reasonable  wear and tear  alone  excepted,  and  shall pay and
discharge all taxes, levies and other impositions  assessed or levied thereon as
well as the cost of repairs to or maintenance of the same. If the Borrower fails
to do so, the Lender  may (but shall not be  obligated  to) pay the cost of such
repairs or maintenance and such taxes,  levies or impositions for the account of
the Borrower and add the amount of such payments to the Debt.

      8.    Preservation  of  Rights  Against  Third  Parties;  Preservation  of
Collateral in Lender's  Possession.  Until such time as the Lender  exercise its
right to effect  direct  collection of the Accounts and the Chattel Paper and to
effect the enforcement of the Borrower's  contract rights,  the Borrower assumes
full  responsibility  for taking any and all  commercially  reasonable  steps to
preserve  rights in  respect of the  Accounts  and the  Chattel  Paper and their
contracts  against prior  parties.  The Lender shall be deemed to have exercised
reasonable care in the custody and preservation of such of the Collateral as may
come into its  possession  from time to time if the Lender takes such action for
that  purpose as the  Borrower  shall  request in  writing,  provided  that such
requested  action shall not, in the judgment of the Lender,  impair the Lender's
security  interest  in the  Collateral  or its right  in,  or the value of,  the
Collateral,  and provided  further that the Lender receives such written request
in sufficient time to permit the Lender to take the requested action.

      9.    Events of Default and Remedies.

            (a)   If any one or more of the  Events of  Default  shall  occur or
shall exist, the Lender may upon the expiration of the applicable Cure Period or
at any time  thereafter,  so long as such default shall continue,  foreclose the
lien or security interest in the Collateral in any way permitted by law, or upon
fifteen  (15)  days  prior  written  notice  to the  Borrower,  sell  any or all
Collateral  at private  sale at any time or place in one or more sales,  at such
price or prices  and upon  such  terms,  either  for cash or on  credit,  as the
Lender,  in its sole  discretion,  may elect,  or sell any or all  Collateral at
public  auction,  either  for  cash or on  credit,  as the  Lender,  in its sole
discretion,  may elect,  and at any such sale, the Lender may bid for and become
the purchaser of any or all such Collateral.  Pending any such action the Lender
may liquidate the Collateral.


                                       11
<PAGE>

            (b)   If any one or more of the  Events of  Default  shall  occur or
shall exist,  the Lender may upon the expiration of the applicable  Cure Period,
or at any  time  thereafter,  so long  as such  default  shall  continue,  grant
extensions to, or adjust claims of, or make  compromises  or  settlements  with,
debtors,  guarantors  or any other  parties  with respect to  Collateral  or any
securities,  guarantees or insurance applying thereon,  without notice to or the
consent of the Borrower,  without affecting the Borrower's  liability under this
Agreement or the Note. The Borrower waives notice of acceptance,  of nonpayment,
protest  or notice of  protest of any  Accounts  or Chattel  Paper or any of its
contract rights and any other notices to which the Borrower may be entitled.

            (c)   If any one or more of the  Events of  Default  shall  occur or
shall exist and be continuing  following the expiration of the  applicable  Cure
Period, then in any such event, the Lender shall have such additional rights and
remedies in respect of the Collateral or any portion  thereof as are provided by
the Code and such other rights and remedies in respect thereof which it may have
at law or in equity or under this Agreement,  including  without  limitation the
right to enter any  premises  where  Equipment,  Inventory  and/or  Fixtures are
located and take  possession  and control  thereof  without demand or notice and
without  prior  judicial  hearing  or  legal  proceedings,  which  the  Borrower
expressly waives.

            (d)   The Lender shall apply the Proceeds of any sale or liquidation
of the  Collateral,  and,  subject to Section 6, any  Proceeds  received  by the
Lender from insurance, first to the payment of the reasonable costs and expenses
incurred by the Lender in  connection  with such sale or  collection,  including
without limitation reasonable attorneys' fees and legal expenses,  second to the
payment of the Debt, whether on account of principal or interest or otherwise as
the Lender, in its sole discretion,  may elect, and then to pay the balance,  if
any, to the  Borrower or as  otherwise  required  by law. If such  Proceeds  are
insufficient  to pay the amounts  required by law, the Borrower  shall be liable
for any deficiency.

            (e)   Upon the  occurrence of any Event of Default and such Event of
Default's  continuance  following the expiration of the applicable  Cure Period,
the  Borrower  shall  promptly  upon written  demand by the Lender  assemble the
Equipment,  Inventory  and Fixtures  and make them  available to the Lender at a
place or places to be designated  by the Lender.  The rights of the Lender under
this paragraph to have the Equipment,  Inventory and Fixtures assembled and made
available to it is of the essence of this  Agreement  and the Lender may, at its
election,  enforce  such right by an action in equity for  injunctive  relief or
specific performance, without the requirement of a bond.

            (f)   Notwithstanding  anything herein to the contrary,  if an Event
of  Default is cured  prior to the end of the Cure  Period  (including,  but not
limited to, an Event of Default  pursuant  to Section  6.1(d) of the Bridge Loan
Agreement),  the  Borrower  shall use its best efforts to ensure that the Merger
and the  Transactions,  as such terms are defined in the Bridge Loan  Agreement,
are consummated.


                                       12
<PAGE>

      10.   Defeasance.  Notwithstanding  anything to the contrary  contained in
this Agreement upon payment and  performance in full of the Debt, this Agreement
shall  terminate  and be of no further  force and  effect  and the Lender  shall
thereupon  terminate its security  interest in the Collateral.  Until such time,
however,  this  Agreement  shall be binding upon and inure to the benefit of the
parties, their successors and assigns,  provided that, without the prior written
consent of the Lender,  the Borrower may not assign this Agreement or any of its
rights under this Agreement or delegate any of its duties or  obligations  under
this Agreement and any such attempted assignment or delegation shall be null and
void.  This Agreement is not intended and shall not be construed to obligate the
Lender to take any action  whatsoever with respect to the Collateral or to incur
expenses or perform or  discharge  any  obligation,  duty or  disability  of the
Borrower.

      11.   Miscellaneous.

            (a)   The provisions of this Agreement are intended to be severable.
If any  provision  of this  Agreement  shall for any  reason be held  invalid or
unenforceable in whole or in part in any jurisdiction,  such provision shall, as
to such  jurisdiction,  be  ineffective  to the  extent  of such  invalidity  or
unenforceability  without in any manner affecting the validity or enforceability
of such  provision  in any other  jurisdiction  or any other  provision  of this
Agreement in any jurisdiction.

            (b)   No failure  or delay on the part of the  Lender in  exercising
any right,  remedy,  power or privilege  under this Agreement and the Note shall
operate as a waiver thereof or of any other right, remedy, power or privilege of
the Lender under this  Agreement,  the Note or any of the other Loan  Documents;
nor shall any single or partial  exercise  of any such right,  remedy,  power or
privilege  preclude  any other  right,  remedy,  power or  privilege  or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies,  powers and privileges of the Lender under this Agreement,
the Note and the other Loan  Documents are  cumulative  and not exclusive of any
rights or remedies which they may otherwise have.

            (c)   All notices, statements, requests and demands given to or made
upon either party in accordance  with the provisions of this Agreement  shall be
deemed to have been given or made when personally delivered or when deposited in
the United States or Canadian mail,  postage  prepaid or with private  overnight
courier service,  charges prepaid,  addressed as provided below,  with a copy by
facsimile:

If to Borrower:

         Uluru, Inc.
         4939 Stonyford Drive
         Dallas, TX 75287
         Attn: Kerry P. Gray, President and Chief Executive Officer
         Telephone:  972 250 6383
         Facsimile:  972 258 6383


                                       13
<PAGE>

with a copy to:

         McGuireWoods LLP
         1345 Avenue of the Americas
         New York, NY 10105
         Attn: Louis W. Zehil , Esq.
         Telephone: (212) 548-2138
         Facsimile: (212) 548-2175

If to Lender:
         Oxford Ventures, Inc.
         4655 East Ivy Street, Suite 101
         Mesa, AZ  85215
         Attn: Daniel Leonard
         Facsimile: (402) 681-4635

with a copy to:

         Gottbetter & Partners, LLP
         488 Madison Avenue, 12th Floor
         New York, NY 10022
         Attn: Adam S. Gottbetter, Esq.
         Telephone: (212) 400-6900
         Facsimile: (212) 400-6901

If to Shareholder:

         Kerry P. Gray
         c/o Uluru, Inc.
         4939 Stonyford Drive
         Dallas, TX 75287
         Telephone:  972 250 6383
         Facsimile:  972 258 6383

with a copy to:

         McGuireWoods LLP
         1345 Avenue of the Americas
         New York, NY 10105
         Attn: Louis W. Zehil , Esq.
         Telephone: (212) 548-2138
         Facsimile: (212) 548-2175


                                       14
<PAGE>

            (d)   The  section  headings  contained  in this  Agreement  are for
reference  purposes  only and shall not  control or affect its  construction  or
interpretation in any respect.

            (e)   Unless the context otherwise requires,  all terms used in this
Agreement  which are defined by the Code shall have the  meanings  stated in the
Code.

            (f)   The Code  shall  govern  the  settlement,  perfection  and the
effect of attachment  and  perfection of the Lender's  security  interest in the
Collateral,  and the  rights,  duties  and  obligations  of the  Lender  and the
Borrower with respect to the Collateral.  This Agreement shall be deemed to be a
contract  under the laws of the State of New York and the execution and delivery
of this  Agreement  and,  to the  extent  not  inconsistent  with the  preceding
sentence,  the terms and provisions of this  Agreement  shall be governed by and
construed in accordance with the laws of that State.

            (g)   This Agreement may be executed in several  counterparts,  each
of which shall be deemed an original but all of which shall  constitute  one and
the same instrument.  All of such counterparts  shall be read as though one, and
they shall have the same force and effect as though all the signers had signed a
single page.


                            [SIGNATURE PAGE FOLLOWS]


                                       15
<PAGE>

      IN WITNESS  WHEREOF,  and intending to be legally bound,  the parties have
executed and  delivered  this  Agreement as of the day and year set forth at the
beginning of this Agreement.

                                BORROWER:

                                ULURU, INC.


                                By: /s/ Kerry P. Gray
                                    --------------------------------------------
                                    Name:  Kerry P. Gray
                                    Title:


                                LENDER:

                                OXFORD VENTURES, INC.


                                By: /s/ Daniel Leonard
                                    --------------------------------------------
                                    Name:  Daniel Leonard
                                    Title: President and Chief Executive Officer

                                THE SHAREHOLDER:

                                KERRY P. GRAY


                                By: /s/ Kerry P. Gray
                                    --------------------------------------------
                                    Name:  Kerry P. Gray


                                       16