Exhibit 10.2

FIRST AMENDED SECURITY AGREEMENT

	This First Amended Security Agreement by and between MMRGlobal, Inc., a Delaware corporation ("Parent") andMyMedicalRecords, Inc., a Delaware corporation, previously known as MyMedicalRecords.com, Inc. ("Subsidiary")(together, "Debtor") is made and entered into this 26th day of June, 2012 (the "EXECUTIONDATE"), and is intended to modify, update and amend that certain Security Agreement dated on the 13th day of August, 2007between MyMedicalRecords.com, Inc., a Delaware corporation ("MMR.COM"), and The RHL Group, Inc., a CaliforniaCorporation ("Secured Party").

RECITALS

WHEREAS, as of July 31, 2007 MMR.COM and the Secured Party entered into that certain Promissory Note dated  July31 , 2007, in the principal amount of up to $100,000, as amended through the Amended and Restated Secured PromissoryNote dated August 23, 2007, which increased the principal amount to $1,000,000 or more as further amended through the SecondAmended and Restated Secured Promissory Note dated August 1, 2008 in the principal amount of $1,000,000 or more as furtheramended through the Third Amended and Restated Secured Promissory Note dated April 29, 2009 in the principal amount of up to$3,000,000 by mutual agreement of the Debtor and the Secured Party, made by the Debtor in favor of Secured Party (the"Note") by and between Debtor and Secured Party;

WHEREAS, MMR.COM has since become the Subsidiary of the Parent;

WHEREAS, both the Subsidiary and the Parent are now both debtors of the Secured Party;

WHEREAS, Secured Party has advanced, or will advance up to the Amount (as that term is defined in Paragraph 2 below) to theDebtor pursuant to the Loan Documents, or has or will guarantee on behalf of the Debtor for other amounts in excess of the Amount orhas or will advance other amounts on behalf of the Debtor in excess of the Amount;

WHEREAS, the Board of Directors of the Debtor has previously approved and ratified the Note and has authorized the Debtor toenter into this Security Agreement;

	NOW, THEREFORE, Debtor and the Secured Party hereby agree as follows:

Recitals
	Debtor acknowledges and agrees that the foregoing recitals are true and correct.  The Recitals are incorporated herein asthough fully set forth herein.
Definitions
	As used in this Agreement, the following terms shall have the following definitions.  The following definitions shall beapplicable to both the singular and plural forms of the defined terms:

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	"Accounts" means and includes all presently existing and hereafter arising accounts, contract rights,instruments, documents, chattel paper, and all other forms of obligations owing to Debtor arising out of the sale or lease of goods orrendition of services by Debtor, whether or not earned by performance, and any and all credit insurance, guaranties and other securitytherefor, as well as all merchandise returned to or reclaimed by Debtor and Debtor's Books (except minute books) relating to any of theforegoing.
	"Agreement" means this Security Agreement, as amended from time to time, together with any and all extensions,renewals and modifications thereto.  The term "Agreement" shall also mean all addenda, schedules, riders and exhibits as may bedescribed, referenced or otherwise set forth herein or attached hereto and made a part hereof, and all amendments, extensions, andmodifications thereof

"Amount" means the "Unpaid Balance as that term is used in the Sixth Amended and Restated SecuredPromissory Note (For Revolving Line of Credit, for any monies advanced on behalf of the Borrower, for any monies due from theBorrower and For Guaranteed Obligations, if any), and any and all of its previous iterations. 

	"Books" mean and include any and all of abstracts, books, notes, memoranda, correspondence or recordsassociated, connected or prepared by, for or to Debtor in connection with the organization, operation and existence of Debtor, Debtor'sbusiness or Debtor's financial condition, including, but not limited to, general books, tax returns, audit reports (if available), ledgers andrecords indicating, summarizing or evidencing Debtor's assets, business operations, financial condition, liabilities, the Collateral and allinformation relating thereto or summarizing; all computer programs, telefaxes, tested telexes, electronically transmitted or storedinformation, facsimiles, disc or tape files, printouts, runs, and all other electronic or computer-generated information; the equipmentcontaining such information; and the operating systems necessary to run the equipment and all software utilized to process theinformation.

	"Code" means the California Commercial Code.  Any and all terms used in this Agreement that are defined in theCalifornia Commercial Code and not specifically defined herein shall be construed to have the meaning and definition ascribed to themin the California Commercial Code in effect on the date hereof.

	"Collateral" means and includes each and all of the following:  all of the Parent's and Subsidiary's personal property,trademarks, tradenames, Patents, Patent Applications, the Accounts, the Equipment, the Intangibles, the Inventory, and each and all ofDebtor's documents, instruments, contracts (including but not limited to the Debtor's rights in services agreements by and between theDebtor and Nihilent, Jelecos, Alchemy, XO Communications, Verizon Business, Cerner and Patient Education, and licensingagreements with Celgene, and Visi, Inc.), deposit accounts and fixtures, and all life and other insurance policies and claims, and allrights in all litigation presently or hereafter pending for any cause or claim (whether in contract, tort or otherwise), and all judgmentsnow or hereafter arising therefrom; the foregoing include, but are not limited to, the following: all obligations for the payment of moneyarising out of Debtor's sale or lease of goods or rendition of services; all moneys, securities and other property now or hereafter held orreceived by, or in transit to, Secured Party from or for Debtor, whether for safekeeping, pledge, custody, transmission, collection orotherwise; all of Debtor's deposits (general or special), balances, sums and credits with, and all claims of Debtor against Secured
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Party, at any time existing; all right, title and interest of Debtor, and all of Debtor's rights, remedies, security and liens in, to and in respect of allAccounts and other Collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation andother rights and remedies of an unpaid vendor, lien or secured party, and all guaranties and other contracts of suretyship with respectto any accounts and other collateral, and all deposits and other security for any accounts and other collateral, and all credit and otherinsurance; all other general intangibles of every kind and description, including (without limitation) the domain name and URL"MyMedicalRecords.com" and "MyEsafeDepositBox.com", and any other URL's owned by the Debtor, trade names, tradestyles and trademarks and the goodwill of the business symbolized thereby, federal, state and local tax refunds and claims of all kinds,all rights as a licensor or licensee of any kind, all customer lists, trade secrets, telephone numbers, processes, proprietary information,and purchase orders, and all rights to purchase, lease, sell, or otherwise acquire or deal with real or personal property (and all rightsrelating thereto); all notes, drafts, letters of credit, contract rights, License Agreement and things in action; all drawings, specifications,blueprints and catalogs; and all raw materials, work in process, materials used or consumed in Debtor's business, goods, finishedgoods, returned goods and all other goods and inventory of whatsoever kind or nature, and all wrapping, packaging, advertising andshipping materials, and all documents relating thereto, and all labels and other devices, names and marks affixed or to be affixedthereto for purposes of selling or identifying the same or the seller or manufacturer thereof; all equipment, machinery, machine tools,motors, controls, parts, vehicles, tools, dies, jigs, furniture, furnishings and fixtures; all attachments, accessories, accessions andproperty now or hereafter affixed to or used in connection with any of the foregoing, and all substitutions and replacements for any ofthe foregoing; and all books, records, ledger cards, computer data and programs and other property and general intangibles at any timeevidencing or relating to any or all of the foregoing; and all products and proceeds of any or all of the foregoing, in any form (including,without limitation, any insurance proceeds, and all claims by Debtor against third parties for loss or damage to, or destruction of, orotherwise relating to, any or all of the foregoing).
	"Default" means an event that with the passage of time, or the giving of notice, or both, would constitute or becomean Event of Default.
	"Equipment" means and includes all of Debtor's present and hereafter-acquired equipment including, withoutlimitation, all of Debtor's machinery, machine tools, motor vehicles and generators not held for sale or lease, equipment, controls,attachments, parts, tools, furniture, furnishings, fixtures and all attachments, accessories, accessions, replacements, substitutions,additions and improvements to any of the foregoing; and all present and future dies, drawings, blueprints, reports, catalogs, computerprograms and instruction manuals; together with Debtor's Books relating to any and all of the foregoing.
	"Event of Default" means the occurrence of any one of the events set forth in Sections 3.7 and  6.1 of thisAgreement, or any default under the Note.
	"Intangibles" mean and include all of Debtor's present and future general intangibles and other personal property(including, without limitation, any and all chooses or things in action, patents, trade names, copyrights, trademarks, the domain nameand site "MyMedicalRecords.com" and "MySafeDepositBox.com" and any other similar or variant
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URL's owned by the Debtor, goodwill (including, without limitation the goodwill of the business symbolized by any of the foregoing), labels, deposits,licenses, permits, packaging orders, computer programs, computer discs, computer tapes, operating manuals, literature, reports, andtax refunds) other than goods and Accounts, together with Debtor's Books relating to any of the foregoing, including but not limited tothe MedicAlert's product offering of the Debtor.
	"Inventory" means and includes all present and hereafter acquired inventory in which Debtor has any interestincluding, without limitation, all present and hereafter acquired goods, machinery, motor vehicles, generators and equipment held byDebtor for sale or lease or to be furnished under a contract of service and all of Debtor's packing and shipping materials, whereverlocated, together with Debtor's Books relating to any of the foregoing.
	"Laws" means all federal, state and local laws, rules, regulations, ordinances and codes.
	"License Agreement" means an agreement by and between the Debtor and one or more third partiespursuant to which rights and privileges are licensed by those third parties to the Debtor or to those third parties by the Debtor.  The term"License Agreement" may encompass more than one such agreement.  
	"Lien" means and includes any voluntary or involuntary security interest, mortgage, pledge, claim, charge,encumbrance, title retention agreement, or any other third- Person interest (except as created in the ordinary course of business),covering all or any portion of the Collateral.
	"Loan Documents" means the Note, any previous iterations thereof, the Security Agreement, any and all Restatementand Affirmation Agreements as described in Section 3.7, and any and all other documents entered into in connection with, or in relationto all or any of the foregoing.
	"Note" shall mean that certain Sixth Amended and Restated Secured Promissory Note (For RevolvingLine of Credit, Advances and Guaranteed Obligations) in the original principal amount (in 2007) of up to One Hundred ThousandDollars ($100,000.00), as increased to up to Three Million Dollars ($3,000,000) in subsequent amendments or more by mutualagreement of the Debtor and the Secured Party, dated on the EXECUTION DATE made by the Debtor in favor of the Secured Party.The Unpaid Balance due as of April 30, 2012 is deemed to be $2,301,100 by the parties hereto.
Initials Required
___________ (for "Parent")
___________ (for "Subsidiary")
	"Obligations" shall mean and include any and all loans, advances, debts, liabilities, obligations, payments, covenantsand duties owing by Debtor to Secured Party of any kind and description, whether direct or indirect, absolute or contingent, due or tobecome due, now existing or hereafter arising, including, without limitation, under or in connection with the Note, this SecurityAgreement, any and all other Loan Documents, and all extensions, renewals, substitutions and modifications of any of the foregoing,including, without limitation, all interest not paid when due and fees and expenses which Debtor is required to pay or reimburse by thisAgreement, by Law, or otherwise.
	"Patent Applications" means the applications, or other documents, past, present and/or
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future, filed by, or on behalf of the Parent or Subsidiary, or its subsidiaries or affiliates, including but not limited to the items listed on Exhibit"1".
	"Person" means any individual, corporation, partnership, joint venture, trust, unincorporated association,Governmental Agency or other legal business entity.
	"Representative" means any agent, attorney, inspector, auditor, accountant, consultant or other such third Personretained by Secured Party to administer or carry out all or any portion of this Agreement, from time to time, without notice to or approvalof Debtor.
Creation of Security Interest
3.1   Grant.  Debtor, including both Parent and Subsidiary, hereby grants to Secured Party a continuing security interest in allCollateral, now owned or hereafter acquired and wherever located, in order to secure prompt performance and repayment of any andall Obligations owed by Debtor to Secured Party.  Secured Party's security interest in the Collateral shall attach to all Collateral withoutfurther act on the part of Secured Party or Debtor.  The Collateral shall be subject to the terms and conditions of this Agreement and theother Loan Documents.  Notwithstanding anything to the contrary in this Agreement, nothing herein is any way intended to derogatefrom any security interest heretofore granted to the Secured Party in and to the Collateral (or any portion thereof).  To the extent thatDebtor has heretofore granted a security interest to the Secured Party in or to the Collateral (or any portion thereof), Debtor herebyconfirms and reaffirms such security interest and the Secured Party's rights and interests under this Agreement shall be deemed to becumulative with (and not in lieu of) such other rights and security interests. 
3.2   Assignment of Accounts.  From time to time, and at Secured Party's request, Debtor shall provide Secured Party withschedules describing all Accounts created or acquired by Debtor and shall execute and deliver written assignments of such Accounts toSecured Party; provided, however, that Debtor's failure to execute and deliver such schedules or assignments shall not affect or limitSecured Party's security interest and other rights in and to the Accounts.
3.3   Execution of Documents.  Debtor shall execute and deliver to Secured Party, concurrent with Debtor's execution of thisAgreement, and at any time or times hereafter at the request of Secured Party, all financing statements, continuation financingstatements, fixture filings, security agreements, pledges, chattel mortgages, assignments, endorsements, certificates of title, affidavits,subordination agreements, landlord waivers and consents, reports, notices (including, without limitation, notices to depository securedparties), schedules of accounts, letters of authority and all other documents that Secured Party may reasonably request, in formsatisfactory to Secured Party, to perfect and maintain perfected Secured Party's security interests in the Collateral and in order to fullyconsummate all of the transactions contemplated under this Agreement and the other Loan Documents.
3.4   Authority of Secured Party and Appointment.

Debtor hereby irrevocably makes, constitutes and appoints Secured Party or Secured Party's Representative as Debtor's true and lawful attorney with power to

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sign the name of Debtor on any of the above-described documents or on any other similar documents thatneed to be executed, recorded, or filed in order to perfect or continue perfected Secured Party's security interest in the Collateral.Debtor authorizes Secured Party, at Secured Party's discretion and as Secured Party deems necessary, from time to time, to verifyCollateral, by letter, telephone, email or personal contact.

From and after an Event of Default that is not cured within the cure period specified in the Note, Debtor hereby appoints SecuredParty or Secured Party's Representative as Debtor's attorney, with power to endorse Debtor's name on any checks, notes,acceptances, money orders, drafts or other forms of payment or security that may come into Secured Party's possession; to signDebtor's name on any invoice, lease or contract relating to the Collateral, on drafts against account debtors, on schedules andassignments of Accounts, on verifications of Accounts and on notices to account debtors; to establish a lock box arrangement or tonotify the post office authorities to change the address for delivery of Debtor's mail to an address designated by Secured Party; toreceive and open all mail addressed to Debtor and to retain all mail relating to the Collateral and forward all other mail to Debtor; and todo all things necessary to carry out this Agreement.
Debtor hereby ratifies, acknowledges and approves any and all acts of Secured Party and its Representatives, and neitherSecured Party nor any Representative of Secured Party shall be liable for any acts, omissions to act, error or mistake in judgment,mistake of fact, or mistake of Law that is made by Secured Party or its Representatives in good faith.  The appointment of SecuredParty or Secured Party's Representative as Debtor's attorney-in-fact, and each and every one of Secured Party's rights and powers,being coupled with an interest, are irrevocable until released in writing by Secured Party.
3.5   Direct Notification.  From and after an Event of Default, that is not cured within the cure period specified in the Note, afternotice to Debtor pursuant to Section 9502 of the California Commercial Code, Secured Party or Secured Party'sRepresentative may, at any time, notify lessees, customers or account debtors of Debtor that the Accounts have been assigned toSecured Party and that Secured Party has a security interest therein, collect the Accounts directly, and charge the collection costs andexpenses to Debtor's account, and Debtor shall collect all Accounts for the benefit of Secured Party and receive in trust all paymentsreceived on account of the Accounts.  The receipt of any check or other item of payment by Secured Party shall not be considered apayment on account until such check or other item of payment is honored when presented for payment.
3.6   Modifications of Accounts.  Prior to the occurrence of an Event of Default but subject to the terms of this Agreement,Debtor may modify, amend or terminate any account without the consent of Secured Party.  From and after the occurrence of an Eventof Default, Debtor shall not enter into any new Accounts, leases or rental contracts, settle or modify the terms of any existing Accounts,leases or rental contracts without the prior written consent of Secured Party.  After the occurrence of an Event of Default, Secured Partymay settle or adjust disputes with the lessees and account debtors upon such terms as it deems advisable and will credit Debtor'saccount with the amounts so received net of Secured Party's Expenses incurred in connection therewith.

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3.7   Restatement and Affirmation AgreementsFrom time to time, and at no greater time period than monthly, commencing with the time period ending on September 30,2007 the Debtor shall present to Secured Party an accounting of what it believes to be due under the Note.  Each monthly period shallbe referred to as an "ACCOUNTING PERIOD".  The accounting shall incorporate and reflect the following transactions: (1) the previousamount due (either at inception or as the result of the just previous Restatement and Affirmation Agreement); (2) any advances madeby Secured Party, whether by way of transfer to the Debtor, or for the benefit of the Debtor or due the Debtor, or by way of guaranteeby the Secured Party; (3) any payments made by Debtor; (4) any interest, costs or fees accruals; and (5) any other item that affects theamount due, whether or not specifically described in the Security Agreement.  It shall then state the amount then due at the close of theparticular ACCOUNTING PERIOD and state that the Debtor acknowledges that the amount due is indeed due without offset or claim bythe Debtor. The accounting is referred to herein as the "ACCOUNTING". 
The ACCOUNTING shall be delivered by the Debtor to Secured Party as described in Section 7.1 below no later than the 15th dayafter the close of each respective ACCOUNTING PERIOD.  Thus, the first ACCOUNTING will be due on September 15, 2007.
The Secured Party shall have up to 30 days to approve the ACCOUNTING by signing the ACCOUNTING as "approved", orotherwise in writing indicate his disapprovals, and the reasons why.  The parties then must meet and confer to resolve any differencesas to the amount due.  If the Secured Party and the Debtor cannot so resolve the differences within 15 days then the parties shall referthe matter to the Certified Public Accountant of the Secured Party (who shall be named by Secured Party from time to time) (the "CPA")to resolve the differences for that particular accounting period and determine the amount due as of the close of that particularACCOUNTING PERIOD.  The CPA shall not have the authority to question or adjust any amounts that have already been previouslyagreed to by the parties under prior accountings and shall only resolve the question of the amount due for the particular ACCOUNTINGPERIOD under controversy.  The CPA's costs and fees for the tasks described herein shall be paid for by the Debtor. 
If the Secured Party takes no action to disapprove any particular ACCOUNTING within the 30 day period after the subjectACCOUNTING is delivered to him under Section 3.7(b) above, then the ACCOUNTING shall be deemed to be approved by theSecured Party.
The amount due by the Debtor under the ACCOUNTING shall be deemed to restate, and affirm, the amount due under the Note asof the end of the ACCOUNTING PERIOD.  The amounts determined herein shall be conclusive as between the Secured Party and theDebtor and the Note amount shall be deemed to be automatically adjusted.
The ACCOUNTING, as approved by the Secured Party, or as otherwise agreed to between the Debtor and the Secured Party, oras determined by the CPA under

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Section 3.7 (c) above, shall be deemed to be the "Restatement and Affirmation Agreement" for theparticular ACCOUNTING PERIOD.

In the event that the Debtor does not deliver the ACCOUNTING as described an Section 3.7(b) above, then (1) an Event of Defaultshall be deemed to have occurred; and (2) the Secured Party shall either prepare the ACCOUNTING himself or instruct the CPA toprepare the ACCOUNTING.  The ACCOUNTING shall then be delivered to the Debtor as described in Section 7.1 below.  In thesituation described in this Section 3.7(g) the Debtor shall not have any right to question the ACCOUNTING, or the amount due underthe Note for the particular ACCOUNTING PERIOD under question, unless the Debtor can prove that the ACCOUNTING wasfraudulently prepared.
Debtor's Representations and Warranties
.  
	Debtor represents and warrants that:

Debtor is (or to the extent that this Security Agreement states that the Collateral is to be acquired after the date hereof, will be) thesole owner of the Collateral; that the security interest hereunder in the Collateral is a first, prior and perfected security interest; thatthere are no security interests, liens or encumbrances, or adverse claims of title to, or any other interest whatsoever in, the Collateral orany portion thereof except that created by this Security Agreement; and that no financing statement, mortgage or deed of trust coveringthe Collateral or any portion thereof exists or is on file in any public office;
The Collateral has not been and will not be used or bought by Debtor for personal, family or household purposes
Debtor's present executive office is located at 4401 Wilshire Blvd., Suite 200, Los Angeles, California 90010.  The assets arelocated only at the executive office and at various other off-site locations which may change from time to time, including the locations ofvendors, partners, affiliates and/or clients, the patent applications and the records related thereto.  The offsite locations, if any, aredescribed in Schedule 4(c) attached hereto;
The Collateral is now and will at all times hereafter be located at Debtor's places of business, or such other locations as set forth insubsection (c) above;
Debtor is engaged in business as a provider of Web-based storage solutions.
Debtor does not maintain any deposit accounts other than those set forth in Schedule 4(f) hereto; and that Debtor is not nowindebted to any organization with which Debtor maintains a deposit account; and
Neither the execution and delivery of this Security Agreement by Debtor nor the consummation of the transactions hereincontemplated nor the fulfillment of the terms hereof will result in a breach of any of the terms or provisions of, or constitute a

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default under, or constitute an event which with notice or lapse of time or both will result in a breach of or constitute a default under, anyagreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which Debtor is a party, or conflictwith any law, order, rule or regulation applicable to Debtor of any court or any federal or state government, regulatory body oradministrative agency, or any other governmental body having jurisdiction over Debtor or its properties.

The Debtor is authorized to enter into this transaction by, among other things, a resolution of the Board of Directors of theDebtor in a meeting duly authorized under the Bylaws of the Company in accordance with all applicable laws.  Attached in Schedule4(h) is an opinion of company counsel attesting to the same, together with a true and accurate copy of the Board Resolution authorizingthe Debtor to enter into the transactions contemplated under the Note and Security Agreement.
Covenants of Debtor
. 
	 Debtor covenants that:

Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interesttherein except as expressly provided herein;
Debtor will not move or permit to be moved the Collateral or any portion thereof to any location other than the location set forth inSection 4(c), or in Schedule 4(c), above without the prior written consent of Secured Party;
Debtor will not establish any place of business other than as set forth in Section 4 (c) above, or voluntarily or involuntarily changeits name, identity or corporate structure, without in any such case the prior written consent of Secured Party;
Debtor will not establish or create any deposit accounts other than as set forth in Schedule 4 (a) without the prior written consent ofSecured Party; and Debtor will not hereafter incur any indebtedness to any organization listed in said Schedule 4 (f);
Debtor will, promptly upon request by Secured Party, procure or execute and deliver any document (including, without limitation,mortgagee waivers or landlord disclaimers or subordination agreements with respect to any and all equipment or fixtures which are apart of the Collateral), give any notices, execute and file any financing statements, mortgages or other documents, all in form andsubstance satisfactory to Secured Party, mark any chattel paper, deliver any chattel paper or instruments to Secured Party and takeany other actions which are necessary or, in the judgment of Secured Party, desirable to perfect or continue the perfection and firstpriority of Secured Party's security interest in the Collateral, to protect the Collateral against the rights, claims, or interests of thirdpersons or to effect the purposes of this Security Agreement, and will pay all costs incurred in connection therewith;
Debtor will not, without the prior written consent of Secured Party, in any way hypothecate or create or permit to exist any lien,security interest or encumbrance on

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or other interest in the Collateral except that created by this Security Agreement, nor will Debtorsell, transfer, assign, exchange or otherwise dispose of the Collateral, except that Debtor may, in the ordinary course of Debtor'sbusiness, sell for full and adequate consideration that part of the Collateral described as Inventory in Section 2 above. If the proceeds ofany such sale are notes, instruments or chattel paper, such proceeds shall be promptly delivered to Secured Party to be held asCollateral hereunder.  If the Collateral, or any part thereof, is sold, transferred, assigned, exchanged, or otherwise disposed of inviolation of these provisions, the security interest of Secured Party shall continue in such Collateral or part thereof notwithstanding suchsale, transfer, assignment, exchange or other disposition, and Debtor will hold the proceeds thereof in a separate account for SecuredParty's benefit.  Debtor will, at Secured Party's request, transfer such proceeds to Secured Party in kind;

Debtor will not enter into, modify or amend any existing or future contracts or agreements relating to the sale or disposition of theCollateral or any part thereof without the prior written consent of Secured Party.  Upon request of Secured Party, Debtor will provideSecured Party with copies of all existing and hereafter created contracts and agreements and of all amendments and modificationsthereto;
Debtor will pay and discharge all taxes, assessments and governmental charges or levies against the Collateral prior todelinquency thereof and will keep the Collateral free of all unpaid charges whatsoever;
Debtor will keep and maintain the Collateral in good condition and repair.  Debtor will not misuse or abuse the Collateral, or wasteor allow it to deteriorate except for the ordinary wear and tear of its normal and expected use in Debtor's business, and will comply withall laws, statutes and regulations pertaining to the use or ownership of the Collateral;
Debtor will give preliminary notices of lien and take all other actions necessary to create or preserve any liens available to securepayments due Debtor under any contracts or other agreements with third parties, will not voluntarily permit any such payments tobecome more than thirty (30) days delinquent and will in a timely manner record and assign to Secured Party, to the extent and at theearliest time permitted by law, any such liens.  Debtor will give Secured Party written notice of any payments due Debtor within five (5)days after any such payments become thirty (30) days delinquent;
Debtor will cause the Collateral to be kept insured at its own expense under one or more policies with such companies, in suchamounts, and against such risks and liabilities as are satisfactory to Secured Party.  Such policies shall include a mortgagee's losspayable endorsement or such other mortgagee indemnity clause as Secured Party shall direct, and/or shall name Secured Party as aco-insured, at Secured Party's sole option.  No such policy shall be subject to reduction or cancellation without thirty (30) days' priorwritten notice to Secured Party;
Debtor will upon Secured Party's request deliver to Secured Party records and schedules which show the status, condition andlocation of the Collateral; will

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promptly notify Secured Party in writing of any event, or change of law, regulation, business practice, orbusiness condition which may adversely affect the value of the Collateral; and will provide Secured Party with current financialinformation concerning Debtor's business on a monthly, quarterly and audited fiscal year-end basis, with detail satisfactory to SecuredParty and which shall be prepared in accordance with generally accepted accounting principles consistently applied. To the extent thatDebtor has not yet completed a full audit, Secured Party will accept unaudited statements until such audit can be completed. SecuredParty shall have the right to review and verify such records, schedules, notices, and financial information, and Debtor will reimburseSecured Party for all costs incurred thereby;

Secured Party, its nominee or agent, may at any time and at Debtor's sole cost and expense (i) notify, or require Debtor to notify,account debtors obligated on any or all of Debtor's accounts or on any other part of the Collateral to make payment directly to SecuredParty, or jointly to Secured Party and Debtor, and (ii) take, or require Debtor to take, all necessary steps to collect the same.  SecuredParty may at any time take possession of all proceeds of any Collateral in Debtor's possession, and may at any time require Debtor tosegregate all collections and proceeds of Collateral so that they are capable of identification;
Secured Party shall have at all times, with or without notice, the right to enter into and upon any premises where any of theCollateral or records with respect thereto are located for the purpose of inspecting the same, making copies of records, observing theuse of any part of the Collateral, or otherwise protecting its security interest in the Collateral; and
Debtor shall promptly provide Secured Party with written notice of any defaults (whether monetary or non-monetary) under any ofthe License Agreements; and
Secured Party shall have the right at any time to make any payments and do any other acts Secured Party may deem necessary toprotect its security interest in the Collateral, including, without limitation, the right (but not the obligation) to cure any defaults under anyLicense Agreement, the rights to pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment ofSecured Party appears to be prior to or superior to the security interest granted hereunder, and appear in and defend any action orproceeding purporting to affect its security interest in and/or the value of the Collateral, and in exercising any such powers or authority,the right to pay all expenses incurred in connection therewith, including attorneys' fees.  Debtor hereby agrees to reimburse SecuredParty for all payments made and expenses incurred, which amounts shall be secured under this Security Agreement, and agrees itshall be bound by any payment made or act taken by Secured Party hereunder.  Secured Party shall have no obligation to make any ofthe foregoing payments or perform any of the foregoing acts.
it will comply with the procedures set out in Section 3.7 above.
Defaults; Events of Default; Remedies
6.1   Defaults.  The occurrence of any one or more of the following events or conditions shall constitute a default under this SecurityAgreement:

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Debtor fails to pay any indebtedness, perform any obligation or covenant required to be performed by it, or discharge any liability toSecured Party in accordance with the terms upon which such indebtedness, obligation, covenant or liability was incurred or created, orotherwise defaults under any agreement to which Secured Party and Debtor are parties including, without limitation, the occurrence of aDefault or Event of Default (as said terms are defined in the relevant documents or agreements) under the LEA (as that term is definedbelow), and/or the Loan Documents;
Debtor makes or has made or furnishes or has furnished any warranty, representation or statement to Secured Party in connectionwith this Security Agreement, or any other agreement to which it and Secured Party are parties, which is or was false or misleading inany material respect when made or furnished;
The Collateral, or any substantial portion thereof, is lost, stolen, confiscated, impaired of value, destroyed, or damaged, due tocauses not fully insured against;
Any lien (other than for property taxes which are not delinquent) or encumbrance other than that created by this SecurityAgreement is placed on or any levy is made on the Collateral or any portion thereof, or the Collateral or any portion thereof is seized orattached pursuant to legal process, unless such lien, encumbrance, levy, seizure or attachment is removed or released within thirty (30)days from the time such lien or encumbrance was placed thereon or such levy, seizure or attachment was effected, but in any event notlater than five (5) days prior to any date for sale of such property;
Any substantial portion of the assets of Debtor is transferred, or any material obligation is incurred by Debtor, unless such transferor obligation is incurred in good faith for fair equivalent consideration;
Debtor becomes insolvent as defined in the Federal Secured Bankruptcy Code, admits in writing its insolvency or its present orprospective inability to pay its debts as they become due, is unable to or does not pay all or any material portion (in number or dollaramount) of its debts as they become due, permits or suffers a judgment to exist against it (unless enforcement thereof is stayedpending appeal), makes or proposes an assignment for the benefit of creditor, convenes or proposes to convene a meeting of itscreditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts, proposes any suchmoratorium, extension or composition, or commences or proposes to commence any Secured Party, reorganization or insolvencyproceeding, or other proceeding under any federal, state or other law for the relief of debtors;
Debtor fails to obtain the dismissal, within thirty (30) days after the commencement thereof, of any Secured Party, reorganization orinsolvency proceeding, or other proceeding under any law for the relief of debtors, instituted against it by one or more third parties, failsactively to oppose any such proceeding, or, in any such proceeding, defaults or files an answer admitting the material allegations uponwhich the proceeding was based or alleges its willingness to have an order for relief entered or its desire to seek liquidation,reorganization or adjustment of any of its debts;

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Any receiver, trustee or custodian is appointed to take possession of all or any substantial portion of the assets of Debtor, or anycommittee of the Debtor's creditors, or any class thereof, is formed for the purpose of monitoring or investigating the financial affairs ofDebtor or enforcing such creditors' rights;
Debtor ceases to conduct its business as the same is now conducted in the ordinary course of its business; or 
Secured Party shall reasonably deem itself insecure with respect to the payment or performance by Debtor of any indebtedness,obligation, covenant or liability of Debtor to Secured Party; or
Debtor fails to provide the ACCOUNTING on a timely basis as provided for in Section 3.7(b) above; or
Debtor fails to pay the billings of the CPA within 30 days as described in Section 3.7(c) above.
 Debtor terminates, cancels, attempts to modify, or abrogates that certain employment agreement by and between Robert H.Lorsch and the Debtor, as that agreement may be amended ("LEA"), whether with or without cause.
A default under the LEA shall be a default under this Agreement, and vice versa.
A default under the Note (including but not limited to provisions relating to payment of interest, payment of credit card, or other,advances, or Loan Availability Fees, or the rendering of any Accountings as that term is used in the Note or this Security Agreement)shall be a default under this Security Agreement, and vice versa.
a change in ownership or control of Borrower in an amount equal to or greater than 1/3 of outstanding voting stock (other thanpursuant to sales on a public traded exchange in the regular course of trading); 
a transfer of at least 1/3 of the assets of Borrower; 
a change in the composition of Borrower's Board of Directors, Officers and/or senior management; or 
if at any time after October 1, 2007, the Borrower cannot demonstrate that it has at least $100,000 in cash including availabilityunder this Reserve Line of Credit or such other amount as necessary to maintain operations through the subsequent thirty (30)days.
6.2   Event of Default.  If a default is not cured within seven calendar days of the giving of notice to the addresses set forth inParagraph 7.1 below, then an Event of Default shall be deemed to have occurred, and the Secured Party shall have the right toexercise any of the Remedies set forth in Paragraph 6.3 hereunder.

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6.3   Remedies.  Upon the occurrence of a default hereunder, Secured Party may, at its option, without notice to or demandupon Debtor, do any one or more of the following.

 Declare all advances (including the Unpaid Balance as that term is used in the Note) made by Secured Party to Debtor hereunderand all other indebtedness of Debtor to Secured Party (including, without limitation, under the Note) to be immediately due and payable,whereupon all unpaid principal and interest on said advances and other indebtedness shall become and be immediately due andpayable.  In computing the Unpaid Balance, or any sum immediately due and payable, any and all amounts advance to or for thebenefit of the Debtor shall be added to the full value guaranteed by the Secured Party, whether or not any payment is then due to bepaid under any guarantee;
Exercise any or all of the rights and remedies provided for by the applicable Uniform Commercial Code, specifically including,without limitation, the right to recover the attorneys' fees and other expenses incurred by Secured Party in the enforcement of thisSecurity Agreement or in connection with Debtor's redemption of the Collateral;
Require Debtor to assemble the Collateral or any part thereof and make it available at one or more places as Secured Party maydesignate, and to deliver possession of the Collateral or any part thereof to Secured Party, who shall have full right to enter upon any orall of Debtor's premises and property to exercise Secured Party's rights hereunder.
Use, manage, operate and control the Collateral and Debtor's business and property to preserve the Collateral or its value,including, without limitation, the rights to take possession of all of Debtor's premises and property, to exclude Debtor and any thirdparties, whether or not claiming under Debtor, from such premises and property, to make repairs, replacements, alterations, additionsand improvements to the Collateral and to dispose of all or any portion of the Collateral in the ordinary course of Debtor'sbusiness;
Use, in connection with any assembly, use or disposition of the Collateral, any trademark, trade name, trade style, copyright, patentor technical knowledge or process used or utilized by Debtor;
Enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or preventSecured Party from pursuing any other or further remedy which it may have, and any repossession or retaking or sale of the Collateralpursuant to the terms hereof shall not operate to release Debtor until full and final payment of any deficiency has been made in cash.Debtor shall reimburse Secured Party upon demand for, or Secured Party may apply any proceeds of Collateral to, the costs andexpenses (including attorneys' fees, transfer taxes and any other charges) incurred by Secured Party in connection with any sale,disposition or retention of any Collateral hereunder;
In connection with any public or private sale under the applicable Uniform Commercial Code, Secured Party shall give Debtor atleast twenty-one  (21) days' prior written notice of the time and place of any public sale of the Collateral or of the time after which anyprivate sale or other intended disposition thereof is to be made, which shall be deemed to be reasonable notice of such sale or otherdisposition.  Such notice may be mailed to

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Debtor at the address set forth in section 7.1 of this Security Agreement.  Further, in theevent of any public sale hereunder, Secured Party shall exhibit the Collateral for a reasonable period of time not later than the daybefore such sale is to take place, and, if practicable, shall exhibit the Collateral at the time and place of such sale; provided, however,that Secured Party shall have no obligation to exhibit any part of the Collateral at or prior to the sale thereof, if, at the time of default,such Collateral is in Debtor's possession or under its control, and if Secured Party sends Debtor a written demand for possessionthereof under section 6.2(c) hereof and Debtor fails to comply with such demand at least three (3) days prior to the date set for sale ofsuch Collateral;

Proceed by an action or actions at law or in equity to recover the indebtedness secured hereunder or to foreclose this SecurityAgreement and sell the Collateral, or any portion thereof, pursuant to a judgment or decree to a court or courts of competentjurisdiction; and
In the event Secured Party recovers possession of all or any part of the Collateral pursuant to a writ of possession or other judicialprocess, whether prejudgment or otherwise, Secured Party may thereafter retain, sell or otherwise dispose of such Collateral inaccordance with this Security Agreement or the applicable Uniform Commercial Code, and following such retention, sale or otherdisposition, Secured Party may voluntarily dismiss without prejudice the judicial action in which such writ of possession or other judicialprocess was issued.  Debtor hereby consents to the voluntary dismissal by Secured Party of such judicial action, and Debtor furtherconsents to the exoneration of any bond which Secured Party filed in such action.
Miscellaneous Provisions
7.1   Notices.  Notices, requests and other communications hereunder shall be in writing and shall be delivered by both a form ofmail requiring a return receipt, and sent by email, to the parties addressed as follows:

To Debtor:
                         MyMedicalRecords.com, Inc.