IN ACCORDANCE WITH A CERTAIN SUBORDINATION
AGREEMENT BY AND AMONG THE LENDER AND THE PRIOR LENDERS, THE LENDER HAS SUBORDINATED ANY SECURITY INTEREST OR LIEN THAT LENDER
MAY HAVE IN ANY PROPERTY OF THE BORROWER TO THE SECURITY INTEREST OF THE PRIOR LENDERS IN ALL ASSETS OF THE BORROWER, NOTWITHSTANDING
THE RESPECTIVE DATES OF ATTACHMENT OR PERFECTION OF THE SECURITY INTEREST OF THE LENDER AND THE PRIOR LENDERS.


  


SECURITY AGREEMENT


 


SECURITY AGREEMENT,
dated as of July 14, 2014, made by Inergetics, Inc., a Delaware corporation (the “Borrower”), in favor of 31 Group,
LLC (the “Lender”).


 


1.          Defined
Terms. All terms used in this Agreement which are defined in the Securities Purchase Agreement, dated July 14, 2014, by and
between the Borrower and the Lender (the “Purchase Agreement”), the Notes, the Subordination Agreement (the “Subordination
Agreement”) dated July 14, 2014, by and between the Borrower and the Lender and certain prior lenders (the “Prior Lenders”)
or in Articles 8 or 9 of the Code, and which are not otherwise defined herein shall have the same meanings herein as set forth
therein.


 


The following terms shall have the respective
meanings provided for in the Code: “Accounts”, “Cash Proceeds”, “Certificate of Title”, “Chattel
Paper”, “Commercial Tort Claim”, “Commodity Account”, “Commodity Contracts”, “Deposit
Account”, “Documents”, “Equipment”, “Fixtures”, “General Intangibles”, “Goods”,
“Instruments”, “Inventory”, “Investment Property”, “Letter-of-Credit Rights”, “Noncash
Proceeds”, “Payment Intangibles”, “Proceeds”, “Promissory Notes”, “Security”,
“Record”, “Security Account”, “Software”, and “Supporting Obligations”.


 


As used in this Agreement, the following
terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and plural
forms of such terms:


 


1.1       “Code”
means the Uniform Commercial Code as from time to time in effect in the State of New York.


 


1.2       “Collateral”
shall have the meaning assigned to it in Section 2 of this Security Agreement.


 


1.3       “Insolvency
Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code (Chapter 11
of Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors,
formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement,
or other similar relief.


 


1.4       “Obligations”
means for so long as the Notes are outstanding, (i) the payment by the Borrower, as and when due and payable (by scheduled maturity,
required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Purchase
Agreement, this Agreement, the Notes and the other Transaction Documents, including, without limitation, (A) all principal of and
interest on the Notes (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding
of the Borrower, whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such
Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense
reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents.


  



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1.5       “Security
Agreement” means this Security Agreement, as amended, supplemented or otherwise modified from time to time.


 


2.        Grant
of Security Interest; Security for Obligations.


 


(a)           Grant of Security Interest.
As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration
or otherwise) of the Obligations, the Borrower hereby grants the Lender a security interest in all of the following property now
owned or at any time hereafter acquired by the Borrower or in which the Borrower now has or at any time in the future may acquire
any right, title or interest: (i) Accounts; (ii) Chattel Paper (whether tangible or electronic); (iii) Commercial Tort
Claims; (iv) Deposit Accounts; (v) Documents; (vi) Equipment; (vii) Financial Assets; (viii) Fixtures; (ix) General Intangibles
(including, without limitation, all Payment Intangibles); (x) Goods; (xi) Instruments; (xii) Inventory; (xiii) Investment
Property; (xiv) Copyrights, Patents and Trademarks, and all Licenses; (xv) Letter-of-Credit Rights; (xvi) Supporting Obligations;
(xvii) insurance claims and proceeds; (xviii) books and records, computer programs, databases and other computer materials
of the Borrower pertaining to any and all of the foregoing; (xix) all other tangible and intangible personal property of the
Borrower (whether or not subject to the Code), including, without limitation, all bank and other accounts and all cash and all
investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements
of and to any of the property of the Borrower described in the preceding clauses of this Section 2 (including, without
limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower
in respect of any of the items listed above), and all books, correspondence, files and other Records, including, without limitation,
all tapes, desks, cards, Software, data and computer programs in the possession or under the control of the Borrower or any other
Person from time to time acting for the Borrower, in each case, to the extent of the Borrower’s rights therein, that at any
time evidence or contain information relating to any of the property described in the preceding clauses of this Section 2
or are otherwise necessary or helpful in the collection or realization thereof; and (xx) to the extent not otherwise included,
Proceeds and products of any and all of the foregoing (collectively, the “Collateral”).


 


(b)           Security for Obligations.
The security interest created hereby in the Collateral constitutes continuing collateral security for all of the Obligations, whether
now existing or hereafter incurred.


 




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3.        Rights
of Lender; Limitations on Lender’s Obligations.


 


(a)          The
Lender hereby acknowledges that, notwithstanding anything contained in this Security Agreement or any of the Transaction Documents,
in accordance with a Subordination Agreement, the Lender has subordinated any security interest or lien that the Lender may have
in any property of the Borrower to the security interest of the Prior Lenders in all assets of the Borrower, notwithstanding the
respective dates of attachment or perfection of the security interest of the Lender and the Prior Lenders.


 


(b)          Borrower
Remains Liable under Accounts. Anything herein to the contrary notwithstanding, the Borrower shall remain liable under each
of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in
accordance with the terms of any agreement giving rise to each such Account. The Lender shall have no any obligation or liability
under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt
by the Lender of any payment relating to such Account pursuant hereto, nor shall the Lender be obligated in any manner to perform
any of the obligations of the Borrower under or pursuant to any Account (or any agreement giving rise thereto), to make any payment,
to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance
by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce
any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any
time or times.


 


(c)          Notice
to Account Debtors. Upon the request of the Lender at any time after the occurrence and during the continuance of a default
under the Notes (“Event of Default”), the Borrower shall notify account debtors on the Accounts that the Accounts have
been assigned to the Lender and that payments in respect thereof shall be made directly to the Lender. The Lender may in its own
name or in the name of others communicate with account debtors on the Accounts to verify with them to its satisfaction the existence,
amount and terms of any Accounts.


 


(d)          Collections
on Accounts. The Lender hereby authorizes the Borrower to collect the Accounts, and the Lender may curtail or terminate said
authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Lender at any
time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the Borrower,
shall be forthwith (and, in any event, within two Business Days) deposited by the Borrower in the exact form received, duly endorsed
by the Borrower to the Lender if required, in a special account maintained by the Lender, subject to withdrawal by the Lender only,
as hereinafter provided, and, until so turned over, shall be held by the Borrower in trust for the Lender, segregated from other
funds of the Borrower. All Proceeds constituting collections of Accounts while held by the Lender (or by the Borrower in trust
for the Lender) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until
applied thereto by the Lender, or by the Borrower with the Lender’s consent. If an Event of Default shall have occurred and
be continuing, at any time at the Lender’s election, the Lender shall apply all or any part of the funds on deposit in said
special account on account of the Obligations in such order as the Lender may elect, and any part of such funds which the Lender
elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by
the Lender to the Borrower or to whomsoever may be lawfully entitled to receive the same. At the Lender’s request, the Borrower
shall deliver to the Lender all original and other documents evidencing, and relating to, the agreements and transactions which
gave rise to the accounts, including, without limitation, all original orders, invoices and shipping receipts.


 






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(d)          Trust
Account. Upon the occurrence and during the continuance of an Event of Default, the Lender may, in its discretion, elect to
require the Borrower to establish with the Lender or its designee a trust account and to deal with all of its Receivables subject
to the provisions of this Section. Following such election, the Borrower will collect its Receivables as the Lender’s collection
agent, hold such collections in trust for the Lender without commingling the same with other funds of the Borrower and will promptly,
on the day of receipt thereof, transmit such collections to the Lender in the identical form in which they were received by the
Borrower, with such endorsements as may be appropriate, accompanied by a report, in form approved by the Lender, showing the amount
of such collections and the cash discounts applicable thereto.


 


(e)          Title
to Collateral. The Borrower represents and warrants to the Lender that it has good title to all of the Collateral, free and
clear of all liens, security interests and adverse interests, in favor of any person or entity other than the Lender and Prior
Lenders.


 


4.        Covenants.
The Borrower covenants and agrees that, from and after the date of this Security Agreement until the Obligations are paid in full:


 


(a)          Further
Documentation; Pledge of Instruments and Chattel Paper. At any time and from time to time, upon the written request of the
Lender, and at the sole expense of the Borrower, the Borrower will promptly and duly execute and deliver such further instruments
and documents and take such further action as the Lender may reasonably request for the purpose of obtaining or preserving the
full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, the filing
of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the
security interests and liens created hereby. To the maximum extent permitted by applicable law, and for the purpose of taking any
action that the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, the Borrower hereby (i) authorizes
the Lender to execute any such agreements, instruments or other documents in the Borrower’s name and to file such agreements,
instruments or other documents in the Borrower’s name and in any appropriate filing office, (ii) authorizes the Lender at
any time and from time to time to file, one or more financing or continuation statements, and amendments thereto, relating to the
Collateral (including, without limitation, any such financing statements that (A) describe the Collateral as “all assets”
or “all personal property” (or words of similar effect) or that describe or identify the Collateral by type or in any
other manner as the Lender may determine regardless of whether any particular asset of the Borrower falls within the scope of Article
9 of the Uniform Commercial Code or whether any particular asset of the Borrower constitutes part of the Collateral, and (B) contain
any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing
statement, continuation statement or amendment, including, without limitation, whether the Borrower is an organization, the type
of organization and any organizational identification number issued to the Borrower) and (iii) ratifies such authorization
to the extent that the Lender has filed any such financing or continuation statements, or amendments thereto, prior to the date
hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof
shall be sufficient as a financing statement where permitted by law.


 






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Lender hereby agrees that any UCC Financing
Statement shall include the follows “In accordance with a certain Subordination Agreement by and among the Creditor Party,
the Debtor and the Existing Lenders, the Creditor has subordinated any security interest or lien that the Creditor may have in
any property of the Debtor to the security interest of the Existing Lenders in all assets of the Debtor, notwithstanding the respective
dates of attachment or perfection of the security interest of the Creditor and the Existing Lenders.”


 


If any amount payable under or in connection
with any of the Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper shall
be immediately delivered to the Lender, duly endorsed in a manner satisfactory to the Lender, to be held as Collateral pursuant
to this Security Agreement.


 


(b)          Indemnification.
The Borrower agrees to defend, protect, indemnify and hold the Lender harmless from and against any and all claims, damages, losses,
liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses,
and disbursements of such Person’s counsel) (i) with respect to, or resulting from, any delay in paying, any and all
excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral, (ii) with
respect to, or resulting from, any delay in complying with any law, rule, regulation or order of any court, arbitrator or governmental
entity, jurisdiction or authority applicable to any of the Collateral or (iii) in connection with any of the transactions
contemplated by this Security Agreement (including, without limitation, enforcement of this Agreement). In any suit, proceeding
or action brought by the Lender under any Account for any sum owing thereunder, or to enforce any provisions of any Account, the
Borrower will save, indemnify and keep the Lender harmless from and against all expense, loss or damage suffered by reason of any
defense, setoff, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising
out of a breach by the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at
any time owing to or in favor of such account debtor or obligor or its successors from the Borrower. The foregoing indemnification
shall not apply to any liabilities, costs or expenses resulting directly from the gross negligence or actual willful misconduct,
as determined by a final judgment of a court of competent jurisdiction.


 


(c)          Maintenance
of Records. The Borrower will keep and maintain at its own cost and expense satisfactory and complete records of the Collateral,
including without limitation, a record of all payments received and all credits granted with respect to the Accounts. For the Lender’s
further security, the Borrower hereby grants to the Lender a security interest in all of the Borrower's books and records pertaining
to the Collateral, and upon the occurrence and during the continuance of an Event of Default, the Borrower shall turn over any
such books and records to the Lender or to its representatives during normal business hours at the request of the Lender.


 






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(d)          Right
of Inspection. The Lender shall at all times have full and free access during normal business hours, and upon reasonable prior
notice, to the Collateral and to all the books of record and account of the Borrower, and the Lender or its representatives may
examine the same, take extracts therefrom and make photocopies thereof, and the Borrower agrees to render to the Lender, at the
Borrower's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. The Lender
and its representatives shall at all times also have the right during normal business hours, and upon reasonable prior notice,
to enter into and upon any premises where any of the Collateral is located for the purpose of inspecting the same or otherwise
protecting its interests therein.


  


(e)          Compliance
with Laws, etc. The Borrower will comply in all material respects with all laws, rules, regulations and orders of any court,
arbitrator or governmental entity, jurisdiction or authority applicable to the Collateral or any part thereof or to the operation
of the Borrower's business; provided, however, that the Borrower may contest any such law, rule, regulation or order in
any reasonable manner which shall not, in the reasonable opinion of the Lender, adversely affect the Lender’s rights or the
priority of its liens on the Collateral. The Borrower will at all times maintain its corporate existence.


 


(f)          Payment
of Obligations. The Borrower will pay promptly when due all taxes, assessments and governmental charges or levies imposed upon
the Collateral or in respect of its income or profits therefrom, as well as all claims of any kind (including, without limitation,
claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if
(i) the validity thereof is being contested in good faith by appropriate proceedings, (ii) such proceedings do not involve
any material danger of the sale, forfeiture or loss of any of the Collateral or any interest therein and (iii) such charge
is adequately reserved against on the Borrower's books in accordance with GAAP.


 


(g)          Limitation
on Liens on Collateral. The Borrower will not create, incur or permit to exist, will defend the Collateral against, and will
take such other action as is necessary to remove, any lien, security interest, pledge, mortgage, deed of trust, levy, attachment,
claim or other charge or encumbrance on or to the Collateral, and will defend the right, title and interest of the Lender in and
to any of the Collateral against the claims and demands of all persons or entities whatsoever.


 


(h)          Limitations
on Dispositions of Collateral. The Borrower will not sell, transfer, lease or otherwise dispose of any of the Collateral, or
attempt, offer or contract to do so, except for sales of Collateral in the ordinary course of business as generally conducted by
the Borrower.


 


(i)          Limitations
on Discounts, Compromises, Extensions of Accounts. Other than in the ordinary course of business as generally conducted by
the Borrower, the Borrower will not grant any extension of the time of payment of any of the Accounts, compromise, compound or
settle the same for less than the full amount thereof, release, wholly or partially, any person or entity liable for the payment
thereof, or allow any credit or discount whatsoever thereon.


 






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(j)          Maintenance
of Equipment. The Borrower will maintain each item of Equipment in good operating condition, ordinary wear and tear and immaterial
impairments of value and damage by the elements excepted, and will provide all maintenance, service and repairs necessary for such
purpose.


 


(k)          Further
Identification of Collateral. The Borrower will furnish to the Lender from time to time statements and schedules further identifying
and describing the Collateral and such other reports in connection with the Collateral as the Lender may reasonably request, all
in reasonable detail.


 


5.        Lender’s
Appointment as Attorney-in-Fact.


 


(a)          Powers.
The Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution,
as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and in
the name of the Borrower or in its own name, from time to time in the Lender’s discretion, for the purpose of carrying out
the terms of this Security Agreement, to take any and all appropriate action and to execute any and all instruments which may be
necessary or desirable to accomplish the purposes of this Security Agreement, and, without limiting the generality of the foregoing,
the Borrower hereby gives the Lender the power and right, on behalf of the Borrower, without notice to or assent by the Borrower,
to do the following:


  








			(i)          in the case of any Account, at any
time when the authority of the Borrower to collect the Accounts has been curtailed or terminated pursuant to the first sentence
of Section 3(d) hereof, or in the case of any other Collateral, at any time when any Event of Default shall have occurred
and is continuing, in the name of the Borrower or its own name, or otherwise, to take possession of and endorse and collect any
checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account, Instrument or with respect
to any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Lender for the purpose of
collecting any and all such moneys due under any Account, Instrument or with respect to any other collateral whenever payable;



 


			(ii)         to pay or discharge taxes and liens levied
or placed on or threatened against the Collateral, to effect any repairs called for the terms of this Security Agreement and to
pay all or any part of the costs thereof; and



 






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			(iii)        upon the occurrence and during the continuance
of any Event of Default, (A) to direct any party liable for any payment under any of the Collateral to make payment of any
and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (B) to ask or demand
for, collect, receive payment of and receipt for, for the benefit of the Lender, any and all moneys, claims and other amounts due
or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, freight
or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and
other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings
at law or in equity in any court of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right
in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any
Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in
connection therewith, to give such discharges or releases as the Lender may deem appropriate; and (G) generally, to sell,
transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as
though the Lender was the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Borrower's expense,
at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the
Collateral and the Lender’s liens thereon and to effect the intent of this Security Agreement, all as fully and effectively
as the Borrower might do.














 










At the reasonable request of the Lender,
the Borrower shall deliver to the Lender, one or more further documents ratifying any and all actions that said attorneys shall
lawfully take or do or cause to be taken or done by virtue hereof. This power of attorney is a power coupled with an interest and
shall be irrevocable.


 


(b)          Other
Powers. The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sales
provided for in Section 7 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect
to the Collateral.


 


(c)          No
Duty on Lender’s Part. The powers conferred on the Lender hereunder are solely to protect the Lender’s interests
in the Collateral and shall not impose any duty upon it to exercise any such powers. The Lender shall be accountable only for amounts
that it actually receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors,
employees or agents shall be responsible to the Borrower for any act or failure to act hereunder, except for their own gross negligence
or willful misconduct.


 


6.        Performance
by Lender of Borrower's Obligations. If the Borrower fails to perform or comply with any of its agreements contained herein
and the Lender, as provided for by the terms of this Security Agreement, shall itself perform or comply, or otherwise cause performance
or compliance, with such agreement, the expenses of the Lender incurred in connection with such performance or compliance shall
be payable by the Borrower to the Lender on demand and shall constitute Obligations secured hereby.


 






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7.          Remedies.
If an Event of Default shall occur and be continuing, the Lender may exercise, in addition to all other rights and remedies granted
to it in this Security Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations,
all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Lender, without
demand of performance or other demand, presentment, protest, or notice of any kind (except any notice required by law referred
to below) to or upon the Borrower or any other person or entity (all and each of which are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease,
assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract
to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office
of the Lender or elsewhere upon such terms and conditions as they may deem advisable and at such prices as they may deem best,
for cash or on credit or for future delivery without assumption of any credit risk. The Lender shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part
of the Collateral so sold, free of any right or equity or redemption in the Borrower, which right or equity is hereby waived or
released. The Borrower further agrees, at the Lender’s request, to assemble the Collateral and make it available to the Lender
at places which the Lender shall reasonably select, whether at the Borrower's premises or elsewhere. The Lender shall apply the
net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs
and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating
to the Collateral or the rights of the Lender hereunder, including, without limitation, reasonable attorneys' fees and disbursements,
to the payment in whole or in part of the Obligations, in such order as the Lender may elect, and only after such application and
after the payment by the Lender of any other amount required by any provision of law, including, without limitation, Section 9-615
of the Code, need the Lender account for the surplus, if any, to the Borrower. To the extent permitted by applicable law, the Borrower
waives all claims, damages and demands it may acquire against the Lender arising out of the exercise by the Lender of any of its
rights hereunder; provided, however, that such release shall not apply to any claim, damage or demand resulting directly
from the gross negligence, actual willful misconduct or bad faith of the Lender. If any notice of a proposed sale or other disposition
of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least seven days before such
sale or other disposition. The Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition
of the Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Lender
to collect such deficiency.


 













8.          Limitation
on Duties Regarding Preservation of Collateral. The Lender’s sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in
the same manner as the Lender deals with similar property for its own account. Neither the Lender nor any of its directors, officers,
employees or agents shall be liable for failure to demand, collect or realize upon all or any part 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 the Borrower
or otherwise.


 


9.          Powers
Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and
powers coupled with an interest.


 


10.        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 hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.













 



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11.         Paragraph
Headings. The paragraph headings used in this Security Agreement are for convenience of reference only and are not to affect
the construction hereof or be taken into consideration in the interpretation hereof.


 


12.         No
Waiver; Cumulative Remedies. The Lender shall not by any act (except by a written instrument pursuant to Section 13 hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event
of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on
the part of the Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise
of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. A waiver by the Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar
to any right or remedy which the Lender would otherwise have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.


 


13.         Waivers
and Amendments; Successors and Assigns. None of the terms or provisions of this Security Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by the Borrower and the Lender; provided, however,
that any provision of this Security Agreement may be waived by the Lender in a written letter or agreement executed by the Lender
or by telex, facsimile or e-mail transmission from the Lender. This Agreement shall create a continuing security interest in the
Collateral and shall (i) remain in full force and effect until the indefeasible payment in full in cash of the Obligations, and
(ii) be binding on the Borrower and all other Persons who become bound as debtor to this Agreement in accordance with Section 9-203(d)
of the Code and shall inure, together with all rights and remedies of the Lender hereunder, to the benefit of the Lender and its
respective permitted successors, transferees and assigns. Without limiting the generality of clause (ii) of the immediately preceding
sentence, without notice to the Borrower, the Lender may assign or otherwise transfer its rights and obligations under this Agreement
and any of the other Transaction Documents, to any other Person and such other Person shall thereupon become vested with all of
the benefits in respect thereof granted to the Lender herein or otherwise. Upon any such assignment or transfer, all references
in this Agreement to the Lender shall mean the assignee of the Lender. None of the rights or obligations of the Borrower hereunder
may be assigned or otherwise transferred without the prior written consent of the Lender, and any such assignment or transfer without
the consent of the Lender shall be null and void.


 


14.         Applicable
Law; Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without
giving effect to the conflict of law provisions thereof, and the parties hereto irrevocably submit to the exclusive jurisdiction
of the United States District Court for the Southern District of New York, or, if jurisdiction in such court is lacking, the Supreme
Court of the State of New York, New York County, in respect of any dispute or matter arising out of or connected with this Agreement.


 






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15.         WAIVER
OF JURY TRIAL, ETC. THE BORROWER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING
ANY RIGHTS UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT
OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY FINANCING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, AND AGREES THAT ANY SUCH ACTION, PROCEEDING
OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE BORROWER CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT
OR ATTORNEY OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING
OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. THE BORROWER HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE LENDER ENTERING INTO THIS AGREEMENT.


 


16.         Rescission
of Payments. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment
of any of the Obligations is rescinded or must otherwise be returned by the Lender or any other Person upon (i) the occurrence
of any Insolvency Proceeding of any of the Borrower or (ii) otherwise, in all cases as though such payment had not been made.


 


17.         Material
Non-Public Information. Upon the delivery of any notices, documents, information or materials
to Lender by the Borrower or any of its officers, directors, employees and/or agents in accordance with or pursuant to this Agreement
or any other Transaction Document, the Borrower shall certify or cause to be certified in writing to Lender whether such notices,
documents, information or materials contain any material non-public information. If Lender receives any such notices, documents,
information or materials with such certification that such notices, documents, information or materials contain material non-public
information, the Borrower shall within one (1) Business Day after delivery of such material non-public information (A) publicly
disclose such material, non-public information on a Current Report on Form 8-K or otherwise and (B) deliver written notice to Lender
certifying that such notice, documents, information or materials no longer contain any material, non-public information.


 


18.         Notices.
Any and all notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and shall be made in accordance with Section 9(f) of the Purchase Agreement.


 


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IN WITNESS WHEREOF,
the Borrower has caused this Security Agreement to be duly executed and delivered in favor of the Lender.


 










	 	BORROWER:	 
	 	 	 
	 	INERGETICS, INC.	 
	 	 	 	 
	 	By:	s/	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	LENDER:	 
	 	 	 
	 	31 GROUP, INC.	 
	 	 	 	 
	 	By:	s/	 
	 	Name:	 	 
	 	Title:	 	 




  




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