EX 10.3


    
      SECURITY
        AGREEMENT

      


      This
        SECURITY AGREEMENT, dated as of May 25, 2007 (this “Agreement”),
        is
        among Celsia Technologies, Inc., a Nevada corporation
        (the
        “Company”),
        all
        of the Subsidiaries of the Company
        (such
        subsidiaries,
        the
“Guarantors”
        and
        together with the Company,
        the
“Debtors”)
        and
        the holders of the Company’s 8% Secured Convertible Debentures due May 25, 2010
        and issued on May 25, 2007 in the original aggregate principal amount of
        $8,142,847 (collectively, the “Debentures”)
        signatory hereto, their endorsees, transferees and assigns (collectively,
        the
“Secured
        Parties”).

      


      W
        I T N E S S E T H:

      


      WHEREAS,
        pursuant to the Purchase Agreement (as defined in the Debentures), the Secured
        Parties have severally agreed to extend the loans to the Company evidenced
        by
        the Debentures; 

      


      WHEREAS,
        pursuant to a certain Subsidiary Guarantee, dated as of the date hereof (the
        “Guarantee”),
        the
        Guarantors
        have
        jointly and severally agreed to guarantee and act as surety for payment of
        such
        Debentures; and

      


      WHEREAS,
        in order to induce the Secured Parties to extend the loans evidenced by the
        Debentures, each Debtor has agreed to execute and deliver to the Secured
        Parties
        this Agreement and to grant the Secured Parties, pari passu
        with
        each other Secured Party and through the Agent, a security interest in certain
        property of such Debtor to secure the prompt payment, performance and discharge
        in full of all of the Company’s obligations under the Debentures and the
        Guarantors’ obligations under the Guarantee.

      


      NOW,
        THEREFORE, in consideration of the agreements herein contained and for other
        good and valuable consideration, the receipt and sufficiency of which is
        hereby
        acknowledged, the parties hereto hereby agree as follows:

      


      1.
         Certain
        Definitions.
        As used
        in this Agreement, the following terms shall have the meanings set forth
        in this
        Section 1. Terms used but not otherwise defined in this Agreement that are
        defined in Article 9 of the UCC (such as “account”, “chattel paper”, “commercial
        tort claim”, “deposit account”, “document”, “equipment”, “fixtures”, “general
        intangibles”, “goods”, “instruments”, “inventory”, “investment property”,
“letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have
        the respective meanings given such terms in Article 9 of the UCC.

      


      (a)
         “Collateral”
means
        the collateral in which the Secured Parties are granted a security interest
        by
        this Agreement and which shall include the following personal property of
        the
        Debtors, whether presently owned or existing or hereafter acquired or coming
        into existence, wherever situated, and all additions and accessions thereto
        and
        all substitutions and replacements thereof, and all proceeds, products and
        accounts thereof,


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      including,
        without limitation, all proceeds from the sale or transfer of the Collateral
        and
        of insurance covering the same and of any tort claims in connection
        therewith,
        and all
        dividends, interest, cash, notes, securities, equity interest or other property
        at any time and from time to time acquired, receivable or otherwise distributed
        in respect of, or in exchange for, any or all of the Pledged Securities (as
        defined below):

      


      (i)
        All
        goods, including, without limitation, (A) all machinery, equipment, computers,
        motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special
        and
        general tools, fixtures, test and quality control devices and other equipment
        of
        every kind and nature and wherever situated, together with all documents
        of
        title and documents representing the same, all additions and accessions thereto,
        replacements therefor, all parts therefor, and all substitutes for any of
        the
        foregoing and all other items used and useful in connection with any Debtor’s
        businesses and all improvements thereto; and (B) all inventory;

      


      (ii)
         All
        contract rights and other general intangibles, including, without limitation,
        all partnership interests, membership interests, stock or other securities,
        rights
        under any of the Organizational Documents, agreements related to the Pledged
        Securities, licenses,
        distribution and other agreements, computer software (whether “off-the-shelf”,
        licensed from any third party or developed by any Debtor), computer software
        development rights, leases, franchises, customer lists, quality control
        procedures, grants and rights, goodwill, trademarks, service marks, trade
        styles, trade names, patents, patent applications, copyrights, and income
        tax
        refunds; 

       

      (iii)
         All
        accounts, together with all instruments, all documents of title representing
        any
        of the foregoing, all rights in any merchandising, goods, equipment, motor
        vehicles and trucks which any of the same may represent, and all right, title,
        security and guaranties with respect to each account, including any right
        of
        stoppage in transit; 

      


      (iv)
         All
        documents, letter-of-credit rights, instruments and chattel paper;

      


      (v) All
        commercial tort claims;

      


      (vi) All
        deposit accounts and all cash (whether or not deposited in such deposit
        accounts);

      


      (vii) All
        investment property;

      


       (viii) All
        supporting obligations; and

      


      (ix) All
        files, records, books of account, business papers, and computer programs;
        and


      
        
           

        

        
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      (x) the
        products and proceeds of all of the foregoing Collateral set forth in clauses
        (i)-(ix) above.

      


      Without
        limiting the generality of the foregoing, the “Collateral”
shall
        include all investment property and general intangibles respecting ownership
        and/or other equity interests in each Guarantor, including, without limitation,
        the shares of capital stock and the other equity interests listed on
Schedule
        H
        hereto
        (as the same may be modified from time to time pursuant to the terms hereof),
        and any other shares of capital stock and/or other equity interests of any
        other
        direct or indirect subsidiary of any Debtor obtained in the future, and,
        in each
        case, all certificates representing such shares and/or equity interests and,
        in
        each case, all rights, options, warrants, stock, other securities and/or
        equity
        interests that may hereafter be received, receivable or distributed in respect
        of, or exchanged for, any of the foregoing and all rights arising under or
        in
        connection with the Pledged Securities, including, but not limited to, all
        dividends, interest and cash.

       

      Notwithstanding
        the foregoing, nothing herein shall be deemed to constitute an assignment
        of any
        asset which, in the event of an assignment, becomes void by operation of
        applicable law or the assignment of which is otherwise prohibited by applicable
        law (in each case to the extent that such applicable law is not overridden
        by
        Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable
        law);
        provided, however, that to the extent permitted by applicable law, this
        Agreement shall create a valid security interest in such asset and, to the
        extent permitted by applicable law, this Agreement shall create a valid security
        interest in the proceeds of such asset.

      


      (b) Further,
        notwithstanding the foregoing (a) or anything else in this Agreement to the
        contrary, for purposes hereof, the term “Collateral” shall not include assets
        owned by or held directly by Celsia Technologies UK Limited, a company formed
        under the laws of England and Wales (“Celsia UK”) or Celsia Technologies Korea,
        Inc., a Korean corporation (“Celsia Korea”). The grant of a security interest in
        the assets of Celsia UK and Celsia Korea shall be pursuant to, and governed
        by,
        the UK Security Agreement and Korean Security Agreement (“General Security
        Agreement”), respectively, (each, as defined in the Purchase Agreement), each to
        be delivered to the Purchasers at the Closing pursuant to the terms of the
        Purchase Agreement, it being understood that Celsia UK and Celsia Korea are
        parties hereto only for the purposes of making the representations and
        warranties of such entities contained herein. 

       

      For
        the
        purpose of this Agreement and the Korean Security Agreement described above,
        it
        is understood and agreed that the provisions of this Agreement other than
        those
        applicable to Collateral shall apply to and be deemed as an integral part
        of
        Korean Security Agreement, mutates
        mutandis
        unless
        repugnant to the terms of Korean Security Agreement, which exclusively
        establishes the security interest of the Secured Parties in the assets held
        by
        Celsia Korea.

       


      
        
           

        

        
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      (c)
         “Intellectual
        Property”
means
        the collective reference to all rights, priorities and privileges relating
        to
        intellectual property, whether arising under United States, multinational
        or
        foreign laws or otherwise, including, without limitation, (i) all copyrights
        arising under the laws of the United States, any other country or any political
        subdivision thereof, whether registered or unregistered and whether published
        or
        unpublished, all registrations and recordings thereof, and all applications
        in
        connection therewith, including, without limitation, all registrations,
        recordings and applications in the United States Copyright Office, (ii) all
        letters patent of the United States, any other country or any political
        subdivision thereof, all reissues and extensions thereof, and all applications
        for letters patent of the United States or any other country and all divisions,
        continuations and continuations-in-part thereof, (iii) all trademarks, trade
        names, corporate names, company names, business names, fictitious business
        names, trade dress, service marks, logos, domain names and other source or
        business identifiers, and all goodwill associated therewith, now existing
        or
        hereafter adopted or acquired, all registrations and recordings thereof,
        and all
        applications in connection therewith, whether in the United States Patent
        and
        Trademark Office or in any similar office or agency of the United States,
        any
        State thereof or any other country or any political subdivision thereof,
        or
        otherwise, and all common law rights related thereto, (iv) all trade secrets
        arising under the laws of the United States, any other country or any political
        subdivision thereof, (v) all rights to obtain any reissues, renewals or
        extensions of the foregoing, (vi) all licenses for any of the foregoing,
        and
        (vii) all causes of action for infringement of the foregoing.

      


      (d) “Majority
        in Interest”
means,
        at any time of determination, the majority in interest (based on
        then-outstanding principal amounts of Debentures at the time of such
        determination) of the Secured Parties.

      


      (e) “Necessary
        Endorsement”
means
        undated stock powers endorsed in blank or other proper instruments of assignment
        duly executed and such other instruments or documents as the Agent (as that
        term
        is defined below) may reasonably request.

      


      (f)
         “Obligations”
means
        all of the liabilities
        and obligations (primary, secondary, direct, contingent, sole, joint or several)
        due or to become due, under
        this Agreement, the Debentures, the Guarantee and any other instruments,
        agreements or other documents executed and/or delivered in connection herewith
        or therewith, in each case, whether now or hereafter existing, voluntary
        or
        involuntary, direct or indirect, absolute or contingent, liquidated or
        unliquidated, whether or not jointly owed with others, and whether or not
        from
        time to time decreased or extinguished and later increased, created or incurred,
        and all or any portion of such obligations or liabilities that are paid,
        to the
        extent all or any part of such payment is avoided or recovered directly or
        indirectly from any of the Secured Parties as a preference, fraudulent transfer
        or otherwise as such obligations may be amended, supplemented, converted,
        extended or modified from time to time. Without limiting the generality of
        the
        foregoing, the term “Obligations” shall include, without limitation: (i)
        principal of, and interest on the Debentures and the loans extended pursuant
        thereto; (ii) any and all other fees, indemnities, costs, obligations and
        liabilities of


      
        
           

        

        
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      the
        Debtors from time to time under or in connection with this Agreement, the
        Debentures, the Guarantee and any other instruments, agreements or other
        documents executed and/or delivered in connection herewith or therewith;
        and
        (iii) all amounts (including but not limited to post-petition interest) in
        respect of the foregoing that would be payable but for the fact that the
        obligations to pay such amounts are unenforceable or not allowable due to
        the
        existence of a bankruptcy, reorganization or similar proceeding involving
        any
        Debtor.

      


      (g)
         “Organizational
        Documents”
means
        with respect to any Debtor, the documents by which such Debtor was organized
        (such as a certificate of incorporation, certificate of limited partnership
        or
        articles of organization, and including, without limitation, any certificates
        of
        designation for preferred stock or other forms of preferred equity) and which
        relate to the internal governance of such Debtor (such as bylaws, a partnership
        agreement or an operating, limited liability or members agreement).

      


      (h)
         “Pledged
        Securities”
shall
        have the meaning ascribed to such term in Section 4(i).

      


      (i) “Qualified
        Purchaser”
means
        a
        Purchaser whose initial Subscription Amount under the Purchase Agreement
        is
        $2,000,000 or more.

      


      (j) “UCC”
means
        the Uniform Commercial Code of the State of New York and or any other applicable
        law of any state or states which has jurisdiction with respect to all, or
        any
        portion of, the Collateral or this Agreement, from time to time. It is the
        intent of the parties that defined terms in the UCC should be construed in
        their
        broadest sense so that the term “Collateral” will be construed in its broadest
        sense. Accordingly if there are, from time to time, changes to defined terms
        in
        the UCC that broaden the definitions, they are incorporated herein and if
        existing definitions in the UCC are broader than the amended definitions,
        the
        existing ones shall be controlling. 

      


      2.
         Grant
        of Security Interest in Collateral.
        As an
        inducement for the Secured Parties to extend the loans as evidenced by the
        Debentures and to secure the complete and timely payment, performance and
        discharge in full, as the case may be, of all of the Obligations, each Debtor
        hereby unconditionally and irrevocably pledges, grants and hypothecates to
        the
        Secured Parties a security interest in and to, a lien upon and a right of
        set-off against all of their respective right, title and interest of whatsoever
        kind and nature in and to, the Collateral (a “Security
        Interest”
and
        collectively, the “Security
        Interests”).

      


      3. Delivery
        of Certain Collateral.
        Contemporaneously or prior to the execution of this Agreement, each Debtor
        shall
        deliver or cause to be delivered to the Agent (a) any and all certificates
        and
        other instruments representing or evidencing the Pledged Securities, and
        (b) any
        and all certificates and other instruments or documents representing any
        of the
        other Collateral, in each case, together with all Necessary Endorsements.
        The
        Debtors are, contemporaneously with the execution hereof, delivering to Agent,
        or have previously delivered to Agent, a true and correct copy of each
        Organizational Document governing any of the Pledged
        Securities.


      
        
           

        

        
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      4.  Representations,
        Warranties, Covenants and Agreements of the Debtors.
        Except
        as set forth under the corresponding section of the disclosure schedules
        delivered to the Secured Parties concurrently herewith (the “Disclosure
        Schedules”),
        which
        Disclosure Schedules shall be deemed a part hereof, each Debtor represents
        and
        warrants to, and covenants and agrees with, the Secured Parties as
        follows:

      


      (a)
        Each
        Debtor has the requisite corporate, partnership, limited liability company
        or
        other power and authority to enter into this Agreement and otherwise to carry
        out its obligations hereunder. The execution, delivery and performance by
        each
        Debtor of this Agreement and the filings contemplated therein have been duly
        authorized by all necessary action on the part of such Debtor and no further
        action is required by such Debtor. This Agreement has been duly executed
        by each
        Debtor. This Agreement constitutes the legal, valid and binding obligation
        of
        each Debtor, enforceable against each Debtor in accordance with its terms
        except
        as such enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization and similar laws of general application relating to or affecting
        the rights and remedies of creditors and by general principles of
        equity.

      


      (b)
         The
        Debtors have no place of business or offices where their respective books
        of
        account and records are kept (other than temporarily at the offices of its
        attorneys or accountants) or places where Collateral is stored or located,
        except as set forth on Schedule
        A
        attached
        hereto. Except as specifically set forth on Schedule
        A,
        each
        Debtor is the record owner of the real property where such Collateral is
        located, and there exist no mortgages or other liens on any such real property
        except for Permitted Liens (as defined in the Debentures). Except as disclosed
        on Schedule
        A,
        none of
        such Collateral is in the possession of any consignee, bailee, warehouseman,
        agent or processor.

      


      (c)
         Except
        for Permitted Liens (as defined in the Debentures) and except as set forth
        on
Schedule
        B
        attached
        hereto, the Debtors are the sole owner of the Collateral (except for
        non-exclusive licenses granted by any Debtor in the ordinary course of
        business), free and clear of any liens, security interests, encumbrances,
        rights
        or claims, and are fully authorized to grant the Security Interests. Except
        as
        set forth on Schedule
        B
        attached
        hereto, there is not on file in any governmental or regulatory authority,
        agency
        or recording office an effective financing statement, security agreement,
        license or transfer or any notice of any of the foregoing (other than those
        that
        will be filed in favor of the Secured Parties pursuant to this Agreement)
        covering or affecting any of the Collateral. Except as set forth on Schedule
        B
        attached hereto and except pursuant to this Agreement, as long as this Agreement
        shall be in effect, the Debtors shall not execute and shall not knowingly
        permit
        to be on file in any such office or agency any other financing statement
        or
        other document or instrument (except to the extent filed or recorded in favor
        of
        the Secured Parties pursuant to the terms of this Agreement).

      


      (d)
         No
        written claim has been received that any Collateral or Debtor's use of any
        Collateral violates the rights of any third party. There has been no adverse
        decision to any Debtor's claim of ownership rights in or exclusive rights
        to use
        the Collateral in any


      
        
           

        

        
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      jurisdiction
        or to any Debtor's right to keep and maintain such Collateral in full force
        and
        effect, and there is no proceeding involving said rights pending or, to the
        best
        knowledge of any Debtor, threatened before any court, judicial body,
        administrative or regulatory agency, arbitrator or other governmental
        authority.

      


      (e)
         Each
        Debtor shall at all times maintain its books of account and records relating
        to
        the Collateral at its principal place of business and its Collateral at the
        locations set forth on Schedule
        A
        attached
        hereto and may not relocate such books of account and records or tangible
        Collateral unless it delivers to the Secured Parties at least 30 days prior
        to
        such relocation (i) written notice of such relocation and the new location
        thereof (which must be within the United States) and (ii) evidence that
        appropriate financing statements under the UCC and other necessary documents
        have been filed and recorded and other steps have been taken to perfect the
        Security Interests to create in favor of the Secured Parties a valid, perfected
        and continuing perfected first priority lien in the Collateral.

      


      (f)
         This
        Agreement creates in favor of the Secured Parties a valid, security interest
        in
        the Collateral, subject only to Permitted Liens (as defined in the Debentures)
        securing the payment and performance of the Obligations. Upon making the
        filings
        described in the immediately following paragraph, all security interests
        created
        hereunder in any Collateral which may be perfected by filing Uniform Commercial
        Code financing statements shall have been duly perfected. Except for the
        filing
        of the Uniform Commercial Code financing statements referred to in the
        immediately following paragraph, the recordation of the Intellectual Property
        Security Agreement (as defined below) with respect to copyrights and copyright
        applications in the United States Copyright Office referred to in paragraph
        (m),
the
        execution and delivery of deposit account control agreements satisfying the
        requirements of Section 9-104(a)(2) of the UCC with respect to each deposit
        account of the Debtors,
        and the
        delivery of the certificates and other instruments provided in Section
        3,
        no
        action is necessary to create, perfect or protect the security interests
        created
        hereunder. Without limiting the generality of the foregoing, except for the
        filing of said financing statements, the recordation of said Intellectual
        Property Security Agreement, and the execution and delivery of said deposit
        account control agreements, no consent of any third parties and no
        authorization, approval or other action by, and no notice to or filing with,
        any
        governmental authority or regulatory body is required for (i) the execution,
        delivery and performance of this Agreement, (ii) the creation or perfection
        of
        the Security Interests created hereunder in the Collateral or (iii) the
        enforcement of the rights of the Agent and the Secured Parties
        hereunder.

      


      (g)
         Each
        Debtor hereby authorizes the Agent to file one or more financing statements
        under the UCC, with respect to the Security Interests with the proper filing
        and
        recording agencies in any jurisdiction deemed proper by it.

      


       (h)
         The
        execution, delivery and performance of this Agreement by the Debtors does
        not
        (i) violate any of the provisions of any Organizational Documents of any
        Debtor
        or any judgment, decree, order or award of any court, governmental body or
        arbitrator or any
        applicable law,
        rule or
        regulation applicable to any Debtor or (ii) conflict with, or


      
        
           

        

        
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      constitute
        a default (or an event that with notice or lapse of time or both would become
        a
        default) under, or give to others any rights of termination, amendment,
        acceleration or cancellation (with or without notice, lapse of time or both)
        of,
        any agreement, credit facility, debt or other instrument (evidencing any
        Debtor's debt or otherwise) or other understanding to which any Debtor is
        a
        party or by which any property or asset of any Debtor is bound or affected.
        If
        any, all required consents (including, without limitation, from stockholders
        or
        creditors of any Debtor) necessary for any Debtor to enter into and perform
        its
        obligations hereunder have been obtained.

      


       (i)
         The
        capital stock and other equity interests listed on Schedule
        H
        hereto
        (the “Pledged
        Securities”)
        represent all of the capital stock and other equity interests of the Guarantors,
        and represent all capital stock and other equity interests owned, directly
        or
        indirectly, by the Company. All of the Pledged Securities are validly issued,
        fully paid and nonassessable, and the Company is the legal and beneficial
        owner
        of the Pledged Securities, free and clear of any lien, security interest
        or
        other encumbrance except for the security interests created by this Agreement
        and other Permitted Liens (as defined in the Debentures). 

      


      (j)
         The
        ownership and other equity interests in partnerships and limited liability
        companies (if any)
        included
        in the Collateral
        (the
“Pledged
        Interests”)
        by
        their express terms do not provide that they are securities governed by Article
        8 of the UCC and are not held in a securities account or by any financial
        intermediary.

      


      (k)
         Except
        for Permitted Liens (as defined in the Debentures), each Debtor shall at
        all
        times maintain the liens and Security Interests provided for hereunder as
        valid
        and perfected first priority liens and security interests in the Collateral
        in
        favor of the Secured Parties until this Agreement and the Security Interest
        hereunder shall be terminated pursuant to Section 11 hereof. Each Debtor
        hereby
        agrees to defend the same against the claims of any and all persons and
        entities. Each Debtor shall safeguard and protect all Collateral for the
        account
        of the Secured Parties. At the request of the Agent, each Debtor will sign
        and
        deliver to the Agent on behalf of the Secured Parties at any time or from
        time
        to time one or more financing statements pursuant to the UCC in form reasonably
        satisfactory to the Agent and will pay the cost of filing the same in all
        public
        offices wherever filing is, or is reasonable deemed by the Agent to be,
        necessary or desirable to effect the rights and obligations provided for
        herein.
        Without limiting the generality of the foregoing, each Debtor shall pay all
        fees, taxes and other amounts necessary to maintain the Collateral and the
        Security Interests hereunder, and each Debtor shall obtain and furnish to
        the
        Agent from time to time, upon demand, such releases and/or subordinations
        of
        claims and liens which may be required to maintain the priority of the Security
        Interests hereunder.

      


      (l)
         No
        Debtor
        will transfer, pledge, hypothecate, encumber, license, sell or otherwise
        dispose
        of any of the Collateral (except for non-exclusive licenses granted by a
        Debtor
        in its ordinary course of business and sales of inventory by a Debtor in
        its
        ordinary course of business) without the prior written consent of a Majority
        in Interest.


      
        
           

        

        
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      (m) Each
        Debtor shall keep and preserve its equipment, inventory and other tangible
        Collateral in good condition, repair and order and shall not operate or locate
        any such Collateral (or cause to be operated or located) in any area excluded
        from insurance coverage.

      


      (n) Each
        Debtor shall maintain with financially sound and reputable insurers, insurance
        with respect to the Collateral, including Collateral hereafter acquired,
        against
        loss or damage of the kinds and in the amounts customarily insured against
        by
        entities of established reputation having similar properties similarly situated
        and in such amounts as are customarily carried under similar circumstances
        by
        other such entities and otherwise as is prudent for entities engaged in similar
        businesses but in any event sufficient to cover the full replacement cost
        thereof. Each Debtor shall cause each insurance policy issued in connection
        herewith to provide, and the insurer issuing such policy to certify to the
        Agent
        that (a) the Agent will be named as lender loss payee and additional insured
        under each such insurance policy; (b) if such insurance be proposed to be
        cancelled or materially changed for any reason whatsoever, such insurer will
        promptly notify the Agent and such cancellation or change shall not be effective
        as to the Agent for at least thirty (30) days after receipt by the Agent
        of such
        notice, unless the effect of such change is to extend or increase coverage
        under
        the policy; and (c) the Agent will have the right (but no obligation) at
        its
        election to remedy any default in the payment of premiums within thirty (30)
        days of notice from the insurer of such default. If no Event of Default (as
        defined in the Debentures) exists and if the proceeds arising out of any
        claim
        or series of related claims do not exceed $100,000, loss payments in each
        instance will be applied by the applicable Debtor to the repair and/or
        replacement of property with respect to which the loss was incurred to the
        extent reasonably feasible, and any loss payments or the balance thereof
        remaining, to the extent not so applied, shall be payable to the applicable
        Debtor, provided, however, that payments received by any Debtor after an
        Event
        of Default occurs and is continuing or in excess of $100,000 for any occurrence
        or series of related occurrences shall be paid to the Agent on behalf of
        the
        Secured Parties and, if received by such Debtor, shall be held in trust for
        the
        Secured Parties and immediately paid over to the Agent unless otherwise directed
        in writing by the Agent. Copies of such policies or the related certificates,
        in
        each case, naming the Agent as lender loss payee and additional insured shall
        be
        delivered to the Agent at least annually and at the time any new policy of
        insurance is issued.

      


      (o)
         Each
        Debtor shall, within ten (10) days of obtaining knowledge thereof, advise
        the
        Secured Parties promptly, in sufficient detail, of any material adverse change
        in the Collateral, and of the occurrence of any event which would have a
        material adverse effect on the value of the Collateral or on the Secured
        Parties’ security interest, through the Agent, therein.

      


      (p)
         Each
        Debtor shall promptly execute and deliver to the Agent such further deeds,
        mortgages, assignments, security agreements, financing statements or other
        instruments, documents, certificates and assurances and take such further
        action
        as the


      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      


      Agent
        may
        from time to time request and may in its sole discretion deem necessary to
        perfect, protect or enforce the Secured Parties’ security interest in the
        Collateral including, without limitation, if applicable, the execution and
        delivery of a separate security agreement with respect to each Debtor’s
        Intellectual Property (“Intellectual
        Property Security Agreement”)
        in
        which the Secured Parties have been granted a security interest hereunder,
        substantially in a form reasonably acceptable to the Agent, which Intellectual
        Property Security Agreement, other than as stated therein, shall be subject
        to
        all of the terms and conditions hereof.

      


      (q)
         Each
        Debtor shall permit the Agent and its representatives and agents to inspect
        the
        Collateral during normal business hours and upon reasonable prior notice,
        and to
        make copies of records pertaining to the Collateral as may be reasonably
        requested by the Agent from time to time.

      


      (r)
         Each
        Debtor shall take all steps reasonably necessary to diligently pursue and
        seek
        to preserve, enforce and collect any rights, claims, causes of action and
        accounts receivable in respect of the Collateral.

      


      (s)
         Each
        Debtor shall promptly notify the Secured Parties in sufficient detail upon
        becoming aware of any attachment, garnishment, execution or other legal process
        levied against any Collateral and of any other information received by such
        Debtor that may materially affect the value of the Collateral, the Security
        Interest or the rights and remedies of the Secured Parties
        hereunder.

      


      (t)
         All
        information heretofore, herein or hereafter supplied to the Secured Parties
        by
        or on behalf of any Debtor with respect to the Collateral is accurate and
        complete in all material respects as of the date furnished.

      


      (u)
         The
        Debtors shall at all times preserve and keep in full force and effect their
        respective valid existence and good standing and any rights and franchises
        material to its business.

      


      (v)
         No
        Debtor
        will change its name, type of organization, jurisdiction of organization,
        organizational identification number (if it has one), legal or corporate
        structure, or identity, or add any new fictitious name unless it provides
        at
        least 30 days prior written notice to the Secured Parties of such change
        and, at
        the time of such written notification, such Debtor provides any financing
        statements or fixture filings necessary to perfect and continue the perfection
        of the Security Interests granted and evidenced by this Agreement.

      


      (w) Except
        in
        the ordinary course of business, no Debtor may consign any of its Inventory
        or
        sell any of its Inventory on bill and hold, sale or return, sale on approval,
        or
        other conditional terms of sale without the consent of the
        Agent
        which shall not be unreasonably withheld.


      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      


      (x)
         No
        Debtor
        may relocate its chief executive office to a new location without providing
        30
        days prior written notification thereof to the Secured Parties and so long
        as,
        at the time of such written notification, such Debtor provides any financing
        statements or fixture filings necessary to perfect and continue the perfection
        of the Security Interests granted and evidenced by this Agreement.

      


      (y) Each
        Debtor was organized and remains organized solely under the laws of the state
        set forth next to such Debtor’s name in Schedule
        D
        attached
        hereto, which Schedule
        D
        sets
        forth each Debtor’s organizational identification number or, if any Debtor does
        not have one, states that one does not exist.

      


      (z) 
        (i) The
        actual name of each Debtor is the name set forth in Schedule
        D
        attached
        hereto; (ii) no Debtor has any trade names except as set forth on Schedule
        E
        attached
        hereto; (iii) no Debtor has used any name other than that stated in the preamble
        hereto or as set forth on Schedule
        E
        for the
        preceding five years; and (iv) no entity has merged into any Debtor or been
        acquired by any Debtor within the past five years except as set forth on
        Schedule
        E.

      


      (aa) At
        any
        time and from time to time that any Collateral consists of instruments,
        certificated securities or other items that require or permit possession
        by the
        secured party to perfect the security interest created hereby, the applicable
        Debtor shall deliver such Collateral to the Agent.

      


      (bb)
         Each
        Debtor, in its capacity as issuer, hereby agrees to comply with any and all
        orders and instructions of Agent regarding the Pledged Interests consistent
        with
        the terms of this Agreement without the further consent of any Debtor as
        contemplated by Section 8-106 (or any successor section) of the UCC. Further,
        each Debtor agrees that it shall not enter into a similar agreement (or one
        that
        would confer “control” within the meaning of Article 8 of the UCC) with any
        other person or entity.

       

      (cc) Each
        Debtor shall cause all tangible chattel paper constituting Collateral to
        be
        delivered to the Agent, or, if such delivery is not possible, then to cause
        such
        tangible chattel paper to contain a legend noting that it is subject to the
        security interest created by this Agreement. To the extent that any Collateral
        consists of electronic chattel paper, the applicable Debtor shall cause the
        underlying chattel paper to be “marked” within the meaning of Section 9-105 of
        the UCC (or successor section thereto).

      


      (dd) If
        there
        is any investment property or deposit account included as Collateral that
        can be
        perfected by “control” through an account control agreement, the applicable
        Debtor shall cause such an account control agreement, in form and substance
        in
        each case satisfactory to the Agent, to be entered into and delivered to
        the
        Agent for the benefit of the Secured Parties.

      


      (ee)
         To
        the
        extent that any Collateral consists of letter-of-credit rights, the applicable
        Debtor shall cause the issuer of each underlying letter of credit to consent
        to
        an assignment of the proceeds thereof to the Secured Parties.


      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

       

      (ff)
         To
        the
        extent that any Collateral is in the possession of any third party, the
        applicable Debtor shall join with the Agent in notifying such third party
        of the
        Secured Parties’ security interest in such Collateral and shall use its best
        efforts to obtain an acknowledgement and agreement from such third party
        with
        respect to the Collateral, in form and substance reasonably satisfactory
        to the
        Agent.

      


      (gg) If
        any
        Debtor shall at any time hold or acquire a commercial tort claim, such Debtor
        shall promptly notify the Secured Parties in a writing signed by such Debtor
        of
        the particulars thereof and grant to the Secured Parties in such writing
        a
        security interest therein and in the proceeds thereof, all upon the terms
        of
        this Agreement, with such writing to be in form and substance satisfactory
        to
        the Agent.

      


      (hh)  Each
        Debtor shall immediately provide written notice to the Secured Parties of
        any
        and all accounts which arise out of contracts with any governmental authority
        and, to the extent necessary to perfect or continue the perfected status
        of the
        Security Interests in such accounts and proceeds thereof, shall execute and
        deliver to the Agent an assignment of claims for such accounts and cooperate
        with the Agent in taking any other steps required, in its judgment, under
        the
        Federal Assignment of Claims Act or any similar federal, state or local statute
        or rule to perfect or continue the perfected status of the Security Interests
        in
        such accounts and proceeds thereof.

      


      (ii) Each
        Debtor shall cause each subsidiary
        of such
        Debtor to immediately become a party hereto (an “Additional
        Debtor”),
        by
        executing and delivering an Additional Debtor Joinder in substantially the
        form
        of Annex A attached hereto and comply with the provisions hereof applicable
        to
        the Debtors. Concurrent therewith, the Additional Debtor shall deliver
        replacement schedules for, or supplements to all other Schedules to (or referred
        to in) this Agreement, as applicable, which replacement schedules shall
        supersede, or supplements shall modify, the Schedules then in effect. The
        Additional Debtor shall also deliver such opinions of counsel, authorizing
        resolutions, good standing certificates, incumbency certificates, organizational
        documents, financing statements and other information and documentation as
        the
        Agent may reasonably request. Upon delivery of the foregoing to the Agent,
        the
        Additional Debtor shall be and become a party to this Agreement with the
        same
        rights and obligations as the Debtors, for all purposes hereof as fully and
        to
        the same extent as if it were an original signatory hereto and shall be deemed
        to have made the representations, warranties and covenants set forth herein
        as
        of the date of execution and delivery of such Additional Debtor Joinder,
        and all
        references herein to the “Debtors” shall be deemed to include each Additional
        Debtor.

      


      (jj)
         Each
        Debtor shall vote the Pledged Securities to comply with the covenants and
        agreements set forth herein and in the Debentures.

      


      (kk) Each
        Debtor shall register the pledge of the applicable Pledged Securities on
        the
        books of such Debtor. Each Debtor shall notify each issuer of Pledged Securities
        to register the pledge of the applicable Pledged Securities in the name of
        the
        Secured Parties


      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      


      on
        the
        books of such issuer. Further, except with respect to certificated securities
        delivered to the Agent, the applicable Debtor shall deliver to Agent an
        acknowledgement of pledge (which, where appropriate, shall comply with the
        requirements of the relevant UCC with respect to perfection by registration)
        signed by the issuer of the applicable Pledged Securities, which acknowledgement
        shall confirm that: (a) it has registered the pledge on its books and records;
        and (b) at any time directed by Agent during the continuation of an Event
        of
        Default, such issuer will transfer the record ownership of such Pledged
        Securities into the name of any designee of Agent, will take such steps as
        may
        be necessary to effect the transfer, and will comply with all other instructions
        of Agent regarding such Pledged Securities without the further consent of
        the
        applicable Debtor.

      


      (ll)
        In
        the
        event that, upon an occurrence of an Event of Default, Agent shall sell all
        or
        any of the Pledged Securities to another party or parties (herein called
        the
“Transferee”)
        or
        shall purchase or retain all or any of the Pledged Securities, each Debtor
        shall, to the extent applicable: (i) deliver to Agent or the Transferee,
        as the
        case may be, the articles of incorporation, bylaws, minute books, stock
        certificate books, corporate seals, deeds, leases, indentures, agreements,
        evidences of indebtedness, books of account, financial records and all other
        Organizational Documents and records of the Debtors and their direct and
        indirect subsidiaries; (ii) use its best efforts to obtain resignations of
        the
        persons then serving as officers and directors of the Debtors and their direct
        and indirect subsidiaries, if so requested; and (iii) use its best efforts
        to
        obtain any approvals that are required by any governmental or regulatory
        body in
        order to permit the sale of the Pledged Securities to the Transferee or the
        purchase or retention of the Pledged Securities by Agent and allow the
        Transferee or Agent to continue the business of the Debtors and their direct
        and
        indirect subsidiaries.

       

      (mm) Without
        limiting the generality of the other obligations of the Debtors hereunder,
        each
        Debtor shall promptly (i) cause to be registered at the United States Copyright
        Office all of its material copyrights, (ii) cause the security interest
        contemplated hereby with respect to all Intellectual Property registered
        at the
        United States Copyright Office or United States Patent and Trademark Office
        to
        be duly recorded at the applicable office, and (iii) give the Agent notice
        whenever it acquires (whether absolutely or by license) or creates any
        additional material Intellectual Property.

      


      (nn) Each
        Debtor will from time to time, at the joint and several expense of the Debtors,
        promptly execute and deliver all such further instruments and documents,
        and
        take all such further action as may be necessary or reasonably desirable,
        or as
        the Agent may reasonably request, in order to perfect and protect any security
        interest granted or purported to be granted hereby or to enable the Secured
        Parties to exercise and enforce their rights and remedies hereunder and with
        respect to any Collateral or to otherwise carry out the purposes of this
        Agreement.

      


      (oo) Schedule
        F
        attached
        hereto lists all of the patents, patent applications, trademarks, trademark
        applications, registered copyrights, and domain names owned by any of the
        Debtors as of the date hereof. Schedule
        F
        lists
        all material licenses in favor of any Debtor for the use of any patents,
        trademarks, copyrights and domain names as of the


      
        
           

        

        
          -13-

          
            

          

        

        
           

        

      


      date
        hereof. All material patents and trademarks of the Debtors have been duly
        recorded at the United States Patent and Trademark Office and all material
        copyrights of the Debtors have been duly recorded at the United States Copyright
        Office.

      


      (pp) Except
        as
        set forth on Schedule
        G
        attached
        hereto, none of the account debtors or other persons or entities obligated
        on
        any of the Collateral is a governmental authority covered by the Federal
        Assignment of Claims Act or any similar federal, state or local statute or
        rule
        in respect of such Collateral.

      


      5. Effect
        of Pledge on Certain Rights. If
        any of
        the Collateral subject to this Agreement consists of nonvoting equity or
        ownership interests (regardless of class, designation, preference or rights)
        that may be converted into voting equity or ownership interests upon the
        occurrence of certain events (including, without limitation, upon the transfer
        of all or any of the other stock or assets of the issuer), it is agreed that
        the
        pledge of such equity or ownership interests pursuant to this Agreement or
        the
        enforcement of any of Agent’s rights hereunder shall not be deemed to be the
        type of event which would trigger such conversion rights notwithstanding
        any
        provisions in the Organizational Documents or agreements to which any Debtor
        is
        subject or to which any Debtor is party.

      


      6.
         Defaults.
        The
        following events shall be “Events
        of Default”:

      


      (a)
        The
        occurrence of an Event of Default (as defined in the Debentures) under the
        Debentures;

      


      (b)
        Any
        representation or warranty of any Debtor in this Agreement shall prove to
        have
        been incorrect in any material respect when made;

      


      (c)
        The
        failure by any Debtor to observe or perform any of its obligations hereunder
        for
        five (5) days after delivery to such Debtor of notice of such failure by
        or on
        behalf of a Secured Party unless such default is capable of cure but cannot
        be
        cured within such time frame and such Debtor is using best efforts to cure
        same
        in a timely fashion; or

      


      (d)
        If
        any provision of this Agreement shall at any time for any reason be declared
        to
        be null and void, or the validity or enforceability thereof shall be contested
        by any Debtor, or a proceeding shall be commenced by any Debtor, or by any
        governmental authority having jurisdiction over any Debtor, seeking to establish
        the invalidity or unenforceability thereof, or any Debtor shall deny that
        any
        Debtor has any liability or obligation purported to be created under this
        Agreement.

      


       7.  Duty
        To Hold In Trust.
        

      


      (a) Upon
        the
        occurrence of any Event of Default and at any time thereafter, each Debtor
        shall, upon receipt of any revenue, income,
        dividend, interest
        or other
        sums subject to the Security Interests, whether payable pursuant to the
        Debentures or otherwise, or of any check, draft, note, trade acceptance or
        other
        instrument evidencing an obligation


      
        
           

        

        
          -14-

          
            

          

        

        
           

        

      


      to
        pay
        any such sum, hold the same in trust for the Secured Parties and shall forthwith
        endorse and transfer any such sums or instruments, or both, to the Secured
        Parties, pro-rata in proportion to their respective then-currently outstanding
        principal amount of Debentures for application to the satisfaction of the
        Obligations (and if any Debenture is not outstanding, pro-rata in proportion
        to
        the initial purchases of the remaining Debentures). 

      


      (b) If
        any
        Debtor shall become entitled to receive or shall receive any securities or
        other
        property (including, without limitation, shares of Pledged Securities or
        instruments representing Pledged Securities acquired after the date hereof,
        or
        any options, warrants, rights or other similar property or certificates
        representing a dividend, or any distribution in connection with any
        recapitalization, reclassification or increase or reduction of capital, or
        issued in connection with any reorganization of such Debtor or any of its
        direct
        or indirect subsidiaries) in respect of the Pledged Securities (whether as
        an
        addition to, in substitution of, or in exchange for, such Pledged Securities
        or
        otherwise), such Debtor agrees to (i) accept the same as the agent of the
        Secured Parties; (ii) hold the same in trust on behalf of and for the benefit
        of
        the Secured Parties; and (iii) to deliver any and all certificates or
        instruments evidencing the same to Agent on or before the close of business
        on
        the fifth business day following the receipt thereof by such Debtor, in the
        exact form received together with the Necessary Endorsements, to be held
        by
        Agent subject to the terms of this Agreement as Collateral.

      


       8.  Rights
        and Remedies Upon Default.

      


      (a) Upon
        the
        occurrence of any Event of Default and at any time thereafter, the Secured
        Parties, acting through the Agent, shall have the right to exercise all of
        the
        remedies conferred hereunder and under the Debentures, and the Secured Parties
        shall have all the rights and remedies of a secured party under the UCC.
        Without
        limitation, the Agent, for the benefit of the Secured Parties, shall have
        the
        following rights and powers:

      


      (i)
        The
        Agent shall have the right to take possession of the Collateral and, for
        that
        purpose, enter, with the aid and assistance of any person, any premises where
        the Collateral, or any part thereof, is or may be placed and remove the same,
        and each Debtor shall assemble the Collateral and make it available to the
        Agent
        at places which the Agent shall reasonably select, whether at such Debtor's
        premises or elsewhere, and make available to the Agent, without rent, all
        of
        such Debtor’s respective premises and facilities for the purpose of the Agent
        taking possession of, removing or putting the Collateral in saleable or
        disposable form.

      


      (ii) Upon
        notice to the Debtors by Agent, all rights of each Debtor to exercise the
        voting
        and other consensual rights which it would otherwise be entitled to exercise
        and
        all rights of each Debtor to receive the dividends and interest which it
        would
        otherwise be authorized to receive and retain, shall cease. Upon such notice,
        Agent shall have the right to receive, for the benefit of the Secured Parties,
        any interest, cash dividends or other payments on the Collateral and, at
        the
        option


      
        
           

        

        
          -15-

          
            

          

        

        
           

        

      


      of
        Agent,
        to exercise in such Agent’s discretion all voting rights pertaining thereto.
        Without limiting the generality of the foregoing, Agent shall have the right
        (but not the obligation) to exercise all rights with respect to the Collateral
        as it were the sole and absolute owner thereof, including, without limitation,
        to vote and/or to exchange, at its sole discretion, any or all of the Collateral
        in connection with a merger, reorganization, consolidation, recapitalization
        or
        other readjustment concerning or involving the Collateral or any Debtor or
        any
        of its direct or indirect subsidiaries.

      


      (iii)
        The
        Agent shall have the right to operate the business of each Debtor using the
        Collateral and shall have the right to assign, sell, lease or otherwise dispose
        of and deliver all or any part of the Collateral, at public or private sale
        or
        otherwise, either with or without special conditions or stipulations, for
        cash
        or on credit or for future delivery, in such parcel or parcels and at such
        time
        or times and at such place or places, and upon such terms and conditions
        as the
        Agent may deem commercially reasonable, all without (except as shall be required
        by applicable statute and cannot be waived) advertisement or demand upon
        or
        notice to any Debtor or right of redemption of a Debtor, which are hereby
        expressly waived. Upon each such sale, lease, assignment or other transfer
        of
        Collateral, the Agent, for the benefit of the Secured Parties, may, unless
        prohibited by applicable law which cannot be waived, purchase all or any
        part of
        the Collateral being sold, free from and discharged of all trusts, claims,
        right
        of redemption and equities of any Debtor, which are hereby waived and
        released.

      


      (iv) The
        Agent
        shall have the right (but not the obligation) to notify any account debtors
        and
        any obligors under instruments or accounts to make payments directly to the
        Agent, on behalf of the Secured Parties, and to enforce the Debtors’ rights
        against such account debtors and obligors.

      


      (v) The
        Agent, for the benefit of the Secured Parties, may (but is not obligated
        to)
        direct any financial intermediary or any other person or entity holding any
        investment property to transfer the same to the Agent, on behalf of the Secured
        Parties, or its designee.

      


      (vi) The
        Agent
        may (but is not obligated to) transfer any or all Intellectual Property
        registered in the name of any Debtor at the United States Patent and Trademark
        Office and/or Copyright Office into the name of the Secured Parties or any
        designee or any purchaser of any Collateral.

      


      (b) The
        Agent
        shall comply with any applicable law in connection with a disposition of
        Collateral and such compliance will not be considered adversely to affect
        the
        commercial reasonableness of any sale of the Collateral. The Agent may sell
        the
        Collateral without giving any warranties and may specifically disclaim such
        warranties. If the Agent sells any of the Collateral on credit, the Debtors
        will
        only be credited with payments actually made by the purchaser. In addition,
        each
        Debtor waives any and all rights that it

       


      
        
           

        

        
          -16-

          
            

          

        

        
           

        

      


      may
        have
        to a judicial hearing in advance of the enforcement of any of the Agent’s rights
        and remedies hereunder, including, without limitation, its right following
        an
        Event of Default to take immediate possession of the Collateral and to exercise
        its rights and remedies with respect thereto.

       

      (c) For
        the
        purpose of enabling the Agent to further exercise rights and remedies under
        this
        Section 8 or elsewhere provided by agreement or applicable law, each Debtor
        hereby grants to the Agent, for the benefit of the Agent and the Secured
        Parties, an irrevocable, nonexclusive license (exercisable without payment
        of
        royalty or other compensation to such Debtor) to use, license or sublicense
        following an Event of Default, any Intellectual Property now owned or hereafter
        acquired by such Debtor, and wherever the same may be located, and including
        in
        such license access to all media in which any of the licensed items may be
        recorded or stored and to all computer software and programs used for the
        compilation or printout thereof.

      


       9.  Applications
        of Proceeds.
        The
        proceeds of any such sale, lease or other disposition of the Collateral
        hereunder or from payments made on account of any insurance policy insuring
        any
        portion of the Collateral shall be applied first, to the expenses of retaking,
        holding, storing, processing and preparing for sale, selling, and the like
        (including, without limitation, any taxes, fees and other costs incurred
        in
        connection therewith) of the Collateral, to the reasonable attorneys’ fees and
        expenses incurred by the Agent in enforcing the Secured Parties’ rights
        hereunder and in connection with collecting, storing and disposing of the
        Collateral, and then to satisfaction of the Obligations pro rata among the
        Secured Parties (based on then-outstanding principal amounts of Debentures
        at
        the time of any such determination), and to the payment of any other amounts
        required by applicable law, after which the Secured Parties shall pay to
        the
        applicable Debtor any surplus proceeds. If, upon the sale, license or other
        disposition of the Collateral, the proceeds thereof are insufficient to pay
        all
        amounts to which the Secured Parties are legally entitled, the Debtors will
        be
        liable for the deficiency, together with interest thereon, at the rate of
        18%
        per annum or the lesser amount permitted by applicable law (the “Default Rate”),
        and the reasonable fees of any attorneys employed by the Secured Parties
        to
        collect such deficiency. To the extent permitted by applicable law, each
        Debtor
        waives all claims, damages and demands against the Secured Parties arising
        out
        of the repossession, removal, retention or sale of the Collateral, unless
        due
        solely to the gross negligence or willful misconduct of the Secured Parties
        as
        determined by a final judgment (not subject to further appeal) of a court
        of
        competent jurisdiction.

      


      10. Securities
        Law Provision.
        Each
        Debtor recognizes that Agent may be limited in its ability to effect a sale
        to
        the public of all or part of the Pledged Securities by reason of certain
        prohibitions in the Securities Act of 1933, as amended, or other federal
        or
        state securities laws (collectively, the “Securities
        Laws”),
        and
        may be compelled to resort to one or more sales to a restricted group of
        purchasers who may be required to agree to acquire the Pledged Securities
        for
        their own account, for investment and not with a view to the distribution
        or
        resale thereof. Each Debtor agrees that sales so made may be at prices and
        on
        terms less favorable than if the Pledged Securities were sold to the public,
        and
        that Agent has no obligation to delay the sale of any Pledged Securities
        for the
        period of time necessary to register the Pledged Securities for sale to the
        public under the Securities Laws. Each Debtor shall cooperate with Agent
        in its
        attempt to satisfy any


      
        
           

        

        
          -17-

          
            

          

        

        
           

        

      


      requirements
        under the Securities Laws (including, without limitation, registration
        thereunder if requested by Agent) applicable to the sale of the Pledged
        Securities by Agent.

       

      11.  Costs
        and Expenses.
        Each
        Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses
        incurred in connection with any filing required hereunder, including without
        limitation, any financing statements pursuant to the UCC, continuation
        statements, partial releases and/or termination statements related thereto
        or
        any expenses of any searches reasonably required by the Agent. The Debtors
        shall
        also pay all other claims and charges which in the reasonable opinion of
        the
        Agent is reasonably likely to prejudice, imperil or otherwise affect the
        Collateral or the Security Interests therein. The Debtors will also, upon
        demand, pay to the Agent the amount of any and all reasonable expenses,
        including the reasonable fees and expenses of its counsel and of any experts
        and
        agents, which the Agent, for the benefit of the Secured Parties, may incur
        in
        connection with (i) the enforcement of this Agreement, (ii) the custody or
        preservation of, or the sale of, collection from, or other realization upon,
        any
        of the Collateral, or (iii) the exercise or enforcement of any of the rights
        of
        the Secured Parties under the Debentures. Until so paid, any fees payable
        hereunder shall be added to the principal amount of the Debentures and shall
        bear interest at the Default Rate.

       

      12.  Responsibility
        for Collateral.
        The
        Debtors assume all liabilities and responsibility in connection with all
        Collateral, and the Obligations shall in no way be affected or diminished
        by
        reason of the loss, destruction, damage or theft of any of the Collateral
        or its
        unavailability for any reason. Without limiting the generality of the foregoing,
        (a) neither the Agent nor any Secured Party (i) has any duty (either before
        or
        after an Event of Default) to collect any amounts in respect of the Collateral
        or to preserve any rights relating to the Collateral, or (ii) has any obligation
        to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor
        shall remain obligated and liable under each contract or agreement included
        in
        the Collateral to be observed or performed by such Debtor thereunder. Neither
        the Agent nor any Secured Party shall have any obligation or liability under
        any
        such contract or agreement by reason of or arising out of this Agreement
        or the
        receipt by the Agent or any Secured Party of any payment relating to any
        of the
        Collateral, nor shall the Agent or any Secured Party be obligated in any
        manner
        to perform any of the obligations of any Debtor under or pursuant to any
        such
        contract or agreement, to make inquiry as to the nature or sufficiency of
        any
        payment received by the Agent or any Secured Party in respect of the Collateral
        or as to the sufficiency of any performance by any party under any such contract
        or agreement, 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 the Agent or to which the Agent or any Secured Party may be entitled
        at any time or times.

       

      13.  Security
        Interests Absolute.
        All
        rights of the Secured Parties and all obligations of the Debtors hereunder,
        shall be absolute and unconditional, irrespective of: (a) any lack of validity
        or enforceability of this Agreement, the Debentures or any agreement entered
        into in connection with the foregoing, or any portion hereof or thereof;
        (b) any
        change in the time, manner or place of payment or performance of, or in any
        other term of, all or any of the Obligations, or any other amendment or waiver
        of or any consent to any departure from the Debentures or any other agreement
        entered into in connection with the foregoing; (c) any exchange, release
        or
        nonperfection of any of the Collateral, or any release or amendment or waiver
        of
        or consent to departure from any other collateral for, or any guarantee,
        or any
        other security, for all or any of the


      
        
           

        

        
          -18-

          
            

          

        

        
           

        

      


      Obligations;
        (d) any action by the Secured Parties to obtain, adjust, settle and cancel
        in
        its sole discretion any insurance claims or matters made or arising in
        connection with the Collateral; or (e) any other circumstance which might
        otherwise constitute any legal or equitable defense available to a Debtor,
        or a
        discharge of all or any part of the Security Interests granted hereby. Until
        the
        Obligations shall have been paid and performed in full, the rights of the
        Secured Parties shall continue even if the Obligations are barred for any
        reason, including, without limitation, the running of the statute of limitations
        or bankruptcy. Each Debtor expressly waives presentment, protest, notice
        of
        protest, demand, notice of nonpayment and demand for performance. In the
        event
        that at any time any transfer of any Collateral or any payment received by
        the
        Secured Parties hereunder shall be deemed by final order of a court of competent
        jurisdiction to have been a voidable preference or fraudulent conveyance
        under
        the bankruptcy or insolvency laws of the United States, or shall be deemed
        to be
        otherwise due to any party other than the Secured Parties, then, in any such
        event, each Debtor’s obligations hereunder shall survive cancellation of this
        Agreement, and shall not be discharged or satisfied by any prior payment
        thereof
        and/or cancellation of this Agreement, but shall remain a valid and binding
        obligation enforceable in accordance with the terms and provisions hereof.
        Each
        Debtor waives all right to require the Secured Parties to proceed against
        any
        other person or entity
        or
to
        apply
        any Collateral which the Secured Parties may hold at any time, or to marshal
        assets, or to pursue any other remedy. Each Debtor waives any defense arising
        by
        reason of the application of the statute of limitations to any obligation
        secured hereby.

       

      14.
         Term
        of Agreement.
        This
        Agreement and the Security Interests shall terminate on the date on which
        all
        payments under the Debentures have been indefeasibly paid in full and all
        other
        Obligations have been paid or discharged; provided, however, that all
        indemnities of the Debtors contained in this Agreement (including, without
        limitation, Annex B hereto) shall survive and remain operative and in full
        force
        and effect regardless of the termination of this Agreement.

      


      15.
         Power
        of Attorney; Further Assurances.

      


      (a)
         Each
        Debtor authorizes the Agent, and does hereby make, constitute and appoint
        the
        Agent and its officers, agents, successors or assigns with full power of
        substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in
        the name of the Agent or such Debtor, to, after the occurrence and during
        the
        continuance of an Event of Default, (i) endorse any note, checks, drafts,
        money
        orders or other instruments of payment (including payments payable under
        or in
        respect of any policy of insurance) in respect of the Collateral that may
        come
        into possession of the Agent; (ii) to sign and endorse any financing statement
        pursuant to the UCC or any invoice, freight or express bill, bill of lading,
        storage or warehouse receipts, drafts against debtors, assignments,
        verifications and notices in connection with accounts, and other documents
        relating to the Collateral; (iii) to pay or discharge taxes, liens, security
        interests or other encumbrances at any time levied or placed on or threatened
        against the Collateral; (iv) to demand, collect, receipt for, compromise,
        settle
        and sue for monies due in respect of the Collateral; (v) to transfer any
        Intellectual Property or provide licenses respecting any Intellectual Property;
        and (vi) generally, at the option of the Agent, and at the expense of the
        Debtors, at any time, or from time to time, to execute and deliver any and
        all
        documents and instruments and to


      
        
           

        

        
          -19-

          
            

          

        

        
           

        

      


      do
        all
        acts and things which the Agent deems necessary to protect, preserve and
        realize
        upon the Collateral and the Security Interests granted therein in order to
        effect the intent of this Agreement and the Debentures all as fully and
        effectually as the Debtors might or could do; and each Debtor hereby ratifies
        all that said attorney shall lawfully do or cause to be done by virtue hereof.
        This power of attorney is coupled with an interest and shall be irrevocable
        for
        the term of this Agreement and thereafter as long as any of the Obligations
        shall be outstanding. The
        designation set forth herein shall be deemed to amend and supersede any
        inconsistent provision in the Organizational Documents or other documents
        or
        agreements to which any Debtor is subject or to which any Debtor is a party.
        Without
        limiting the generality of the foregoing, after the occurrence and during
        the
        continuance of an Event of Default, each Secured Party is specifically
        authorized to execute and file any applications for or instruments of transfer
        and assignment of any patents, trademarks, copyrights or other Intellectual
        Property with the United States Patent and Trademark Office and the United
        States Copyright Office.

      


      (b)
         On
        a
        continuing basis, each Debtor will make, execute, acknowledge, deliver, file
        and
        record, as the case may be, with the proper filing and recording agencies
        in any
        jurisdiction, including, without limitation, the jurisdictions indicated
        on
Schedule
        C
        attached
        hereto, all such instruments, and take all such action as may reasonably
        be
        deemed necessary or advisable, or as reasonably requested by the Agent, to
        perfect the Security Interests granted hereunder and otherwise to carry out
        the
        intent and purposes of this Agreement, or for assuring and confirming to
        the
        Agent the grant or perfection of a perfected security interest in all the
        Collateral under the UCC.

      


      (c)
         Each
        Debtor hereby irrevocably appoints the Agent as such Debtor’s attorney-in-fact,
        with full authority in the place and instead of such Debtor and in the name
        of
        such Debtor, from time to time in the Agent’s discretion, to take any action and
        to execute any instrument which the Agent may deem necessary or advisable
        to
        accomplish the purposes of this Agreement, including the filing, in its sole
        discretion, of one or more financing or continuation statements and amendments
        thereto, relative to any of the Collateral without the signature of such
        Debtor
        where permitted by law, which financing statements may (but need not) describe
        the Collateral as “all assets” or “all personal property” or words of like
        import, and ratifies all such actions taken by the Agent. This power of attorney
        is coupled with an interest and shall be irrevocable for the term of this
        Agreement and thereafter as long as any of the Obligations shall be
        outstanding.

       

      16.  Notices.
        All
        notices, requests, demands and other communications hereunder shall be subject
        to the notice provision of the Purchase Agreement (as such term is defined
        in
        the Debentures).

       

      17.  Other
        Security.
        To the
        extent that the Obligations are now or hereafter secured by property other
        than
        the Collateral or by the guarantee, endorsement or property of any other
        person,
        firm, corporation or other entity, then the Agent shall have the right, in
        its
        sole discretion, to pursue, relinquish, subordinate, modify or take any other
        action with respect thereto, without in any way modifying or affecting any
        of
        the Secured Parties’ rights and remedies hereunder.


      
        
           

        

        
          -20-

          
            

          

        

        
           

        

      

       

      18.  Appointment
        of Agent.
        The
        Secured Parties hereby appoint Midsummer Ventures, L.P. to act as their agent
        (“Midsummer
        Ventures”
or
        “Agent”)
        under
        this Agreement, as well as the UK Security Agreement, the UK Share Charge
        and
        Korean Security Agreement, for purposes of exercising any and all rights
        and
        remedies of the Secured Parties hereunder and thereunder. Such appointment
        shall
        continue until revoked in writing by a Majority
        in Interest, at which time a Majority in Interest
        shall
        appoint a new Agent, provided that Midsummer Ventures may not be removed
        as
        Agent unless it shall then hold less than $75,000 in principal amount of
        Debentures;
        provided,
        further,
        that
        such removal may occur only if each of the other Secured Parties shall then
        hold
        not less than an aggregate of $500,000 in principal amount of Debentures.
        The
        Agent
        shall have the rights, responsibilities and immunities set forth in Annex
        B
        hereto.

       

      19.  Intercreditor
        Agreement.

      


      (a) So
        long
        as the Debentures remain outstanding, each of the undersigned Secured Parties
        agrees, severally and not  jointly, not to commence or threaten to commence
        any action or proceeding, sue upon any claim or claims now or hereafter existing
        which such Secured Party may hold against the Company or any of its
        Subsidiaries, and not to sell, assign, transfer, pledge, hypothecate, or
        encumber such claim or claims, and not to enforce or apply any security now
        or
        hereafter existing therefor, nor to file or join in any petition to commence
        any
        proceeding under any bankruptcy, reorganization or insolvency proceedings
        with
        respect to the  Company or any of its Subsidiaries or exercise or seek to
        exercise any rights or remedies (including, without limitation, setoff) with
        respect to any Collateral or institute or commence, or join with any Person
        (other than the other Secured Parties) in commencing any action or proceeding
        with respect to such rights or remedies (including any action of foreclosure),
        enforcement, collection or execution; provided, however, (x) that a Secured
        Party may exercise any or all of such rights (I) with the written consent
        of the
        Secured Parties holding 50% or more of the principal amount of Debentures
        then
        outstanding or (II) after the passage of a period of 365 days from the date
        such
        Secured Party provides the Company notice of the default, breach or violation
        giving rise to any such claim and (y) the provisions of this Section shall
        not
        prohibit a Secured Party that is a Qualified Purchaser from exercising any
        or
        all of such rights.

      


      (b)
        Notwithstanding anything to the contrary set forth in Section 19(a) above,
        each
        Secured Party:

      


      (1) with
        the
        consent of the Agent, may take any action in order to preserve or protect
        its
        Lien on the Collateral;

      


      (2) shall
        be
        entitled to file any necessary responsive or defensive pleadings in opposition
        to any motion, claim, adversary proceeding or other pleading made by any
        Person
        objecting to or otherwise seeking the disallowance of


      
        
           

        

        
          -21-

          
            

          

        

        
           

        

      


      the
        claims of the Secured Parties, in each case in accordance with the terms
        of this
        Agreement; 

      


      (3) shall
        be
        entitled to vote on any plan of reorganization and file any proof of claim
        in
        any insolvency, bankruptcy or liquidation proceeding or otherwise and other
        filings and make any arguments and motions that are, in each case, in accordance
        with the terms of this Agreement, with respect to the Collateral.

      


      (c)       
        Notwithstanding anything herein to the contrary, including, without limitation
        anything set forth in Sections 19(a) and (b) above, nothing in this Agreement
        shall: (i) restrict the Company from making and a Secured Party from receiving
        regularly scheduled principal and interest payments made to the Secured Parties
        pursuant to the terms of the Transaction Documents; (ii) restrict the Secured
        Parties’ right to receive shares of Common Stock upon conversion or exercise of
        securities of the Company, (iii) restrict the Secured Parties’ right to seek
        specific performance therefor to cause the Company to satisfy its obligations
        under the Transaction Documents; or (iv) restrict a Secured Parties’ right to
        receive payment of liquidated damages and other fees pursuant to the terms
        of
        the Transaction Documents.

      


      20. Korean
        Government Approval. Notwithstanding
        anything to the contrary herein, this Agreement shall become effective with
        respect to Celsia Korea Technologies Inc., upon approval of this Agreement
        by
        The Bank of Korea and within the limit of guarantee amount as approved by
        The
        Bank of Korea.

      


      21. Miscellaneous.

      


      (a)
         No
        course
        of dealing between the Debtors and the Secured Parties, nor any failure to
        exercise, nor any delay in exercising, on the part of the Secured Parties,
        any
        right, power or privilege hereunder or under the Debentures shall operate
        as a
        waiver thereof; nor shall any single or partial exercise of any right, power
        or
        privilege hereunder or thereunder preclude any other or further exercise
        thereof
        or the exercise of any other right, power or privilege.

      


      (b)
         All
        of
        the rights and remedies of the Secured Parties with respect to the Collateral,
        whether established hereby or by the Debentures or by any other agreements,
        instruments or documents or by law shall be cumulative and may be exercised
        singly or concurrently.

      


      (c)
         This
        Agreement,
        together with the exhibits and schedules hereto, contain the entire
        understanding of the parties with respect to the subject matter hereof and
        supersede all prior agreements and understandings, oral or written, with
        respect
        to such matters, which the parties acknowledge have been merged into this
        Agreement and the exhibits and schedules hereto.
        No
        provision of this Agreement may be waived, modified, supplemented or amended
        except in a written instrument signed, in the case of an


      
        
           

        

        
          -22-

          
            

          

        

        
           

        

      


      amendment,
        by the Debtors and the Secured Parties or, in the case of a waiver, by the
        party
        against whom enforcement of any such waived provision is sought. 

      


      (d)
         If
        any
        term, provision, covenant or restriction of this Agreement is held by a court
        of
        competent jurisdiction to be invalid, illegal, void or unenforceable, the
        remainder of the terms, provisions, covenants and restrictions set forth
        herein
        shall remain in full force and effect and shall in no way be affected, impaired
        or invalidated, and the parties hereto shall use their commercially reasonable
        efforts to find and employ an alternative means to achieve the same or
        substantially the same result as that contemplated by such term, provision,
        covenant or restriction. It is hereby stipulated and declared to be the
        intention of the parties that they would have executed the remaining terms,
        provisions, covenants and restrictions without including any of such that
        may be
        hereafter declared invalid, illegal, void or unenforceable.

      


      (e)
         No
        waiver
        of any default with respect to any provision, condition or requirement of
        this
        Agreement shall be deemed to be a continuing waiver in the future or a waiver
        of
        any subsequent default or a waiver of any other provision, condition or
        requirement hereof, nor shall any delay or omission of any party to exercise
        any
        right hereunder in any manner impair the exercise of any such
        right.

      


      (f)
         This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their successors and permitted assigns. The Company and the Guarantors may
        not
        assign this Agreement or any rights or obligations hereunder without the
        prior
        written consent of each Secured Party (other than by merger). Any Secured
        Party
        may assign any or all of its rights under this Agreement to any Person to
        whom
        such Secured Party assigns or transfers any Securities, provided such transferee
        agrees in writing to be bound, with respect to the transferred Securities,
        by
        the provisions of this Agreement that apply to the “Secured
        Parties.”

      


      (g)
         Each
        party shall take such further action and execute and deliver such further
        documents as may be necessary or appropriate in order to carry out the
        provisions and purposes of this Agreement.

      


      (h)
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be governed by and construed and enforced in accordance
        with the internal laws of the State of New York, without regard to the
        principles of conflicts of law thereof. Each Debtor agrees that all proceedings
        concerning the interpretations, enforcement and defense of the transactions
        contemplated by this Agreement and the Debentures (whether brought against
        a
        party hereto or its respective affiliates, directors, officers, shareholders,
        partners, members, employees or agents) shall be commenced exclusively in
        the
        state and federal courts sitting in the City of New York, Borough of Manhattan.
        Each Debtor hereby irrevocably submits to the exclusive jurisdiction of the
        state and federal courts sitting in the City of New York, Borough of Manhattan
        for the adjudication of any dispute hereunder or in connection herewith or
        with
        any transaction contemplated hereby or discussed herein, and hereby irrevocably
        waives,


      
        
           

        

        
          -23-

          
            

          

        

        
           

        

      


      and
        agrees not to assert in any proceeding, any claim that it is not personally
        subject to the jurisdiction of any such court, that such proceeding is improper.
        Each party hereto hereby irrevocably waives personal service of process and
        consents to process being served in any such proceeding by mailing a copy
        thereof via registered or certified mail or overnight delivery (with evidence
        of
        delivery) to such party at the address in effect for notices to it under
        this
        Agreement and agrees that such service shall constitute good and sufficient
        service of process and notice thereof. Nothing contained herein shall be
        deemed
        to limit in any way any right to serve process in any manner permitted by
        law.
        Each party hereto hereby irrevocably waives, to the fullest extent permitted
        by
        applicable law, any and all right to trial by jury in any legal proceeding
        arising out of or relating to this Agreement or the transactions contemplated
        hereby. If any party shall commence a proceeding to enforce any provisions
        of
        this Agreement, then the prevailing party in such proceeding shall be reimbursed
        by the other party for its reasonable attorney’s fees and other costs and
        expenses incurred with the investigation, preparation and prosecution of
        such
        proceeding.

      


      (i)
         This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and, all of which taken together
        shall constitute one and the same Agreement. In the event that any signature
        is
        delivered by facsimile transmission, such signature shall create a valid
        binding
        obligation of the party executing (or on whose behalf such signature is
        executed) the same with the same force and effect as if such facsimile signature
        were the original thereof.

      


      (j) All
        Debtors shall jointly and severally be liable for the obligations of each
        Debtor
        to the Secured Parties hereunder.

      


      (k) Each
        Debtor shall indemnify, reimburse and hold harmless the Agent and the Secured
        Parties and their respective partners, members, shareholders, officers,
        directors, employees and agents (and any other persons with other titles
        that
        have similar functions) (collectively, “Indemnitees”)
        from
        and against any and all losses, claims, liabilities, damages, penalties,
        suits,
        costs and expenses, of any kind or nature, (including fees relating to the
        cost
        of investigating and defending any of the foregoing) imposed on, incurred
        by or
        asserted against such Indemnitee in any way related to or arising from or
        alleged to arise from this Agreement or the Collateral, except any such losses,
        claims, liabilities, damages, penalties, suits, costs and expenses which
        result
        from the gross negligence or willful misconduct of the Indemnitee as determined
        by a final, nonappealable decision of a court of competent jurisdiction.
        This
        indemnification provision is in addition to, and not in limitation of, any
        other
        indemnification provision in the Debentures, the Purchase Agreement (as such
        term is defined in the Debentures) or any other agreement, instrument or
        other
        document executed or delivered in connection herewith or therewith.

      


      (l) Nothing
        in this Agreement shall be construed to subject Agent or any Secured Party
        to
        liability as a partner in any Debtor or any if its direct or indirect
        subsidiaries that is a partnership or as a member in any Debtor or any of
        its
        direct or indirect subsidiaries that is a limited liability company, nor
        shall
        Agent or any Secured


      
        
           

        

        
          -24-

          
            

          

        

        
           

        

      


      Party
        be
        deemed to have assumed any obligations under any partnership agreement or
        limited liability company agreement, as applicable, of any such Debtor or
        any if
        its direct or indirect subsidiaries or otherwise, unless and until any such
        Secured Party exercises its right to be substituted for such Debtor as a
        partner
        or member, as applicable, pursuant hereto.

      


      (m)
         To
        the
        extent that the grant of the security interest in the Collateral and the
        enforcement of the terms hereof require the consent, approval or action of
        any
        partner or member, as applicable, of any Debtor or any direct or indirect
        subsidiary of any Debtor or compliance with any provisions of any of the
        Organizational Documents, the Debtors hereby grant such consent and approval
        and
        waive any such noncompliance with the terms of said documents.

      


      [SIGNATURE
        PAGES FOLLOW]


      
        
           

        

        
          -25-

          
            

          

        

        
           

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Security
        Agreement to be duly executed on the day and year first above
        written.

      


      


      
        	
                CELSIA
                  TECHNOLOGIES, INC.

              
	 
	 
	
                By: 
                  /s/
                  Michael Karpheden

                
                  

                

                Name: 
                  Michael Karpheden

                Title: 
                  Chief Financial Officer

              
	 
	
                CELSIA
                  TECHNOLOGIES UK LIMITED

              
	 
	 
	
                By: 
                  /s/
                  Michael Karpheden

                
                  

                

                Name:
                  Michael Karpheden

                Title:
                  Chief Financial Officer

              
	
                CELSIA
                  TECHNOLOGIES KOREA, INC.

              
	 
	 
	
                By: 
                  /s/
                  Jae Joon Choi

                
                  

                

                
                

                Name:
                  Jae Joon Choi

                Title:
                  Representative Director

              


      

      


       

      


      


      [SIGNATURE
        PAGE OF HOLDERS FOLLOWS]


      
        
           

        

        
          -26-

          
            

          

        

        
           

        

      


      [SIGNATURE
        PAGE OF HOLDERS TO CSAT SA]

       

      Name
        of
        Investing Entity: __________________________

      Signature
        of Authorized Signatory of Investing entity:
        _________________________*

      Name
        of
        Authorized Signatory: _________________________

      Title
        of
        Authorized Signatory: __________________________

       

      [SIGNATURE
        PAGE OF HOLDERS FOLLOWS]

      


      *
        Executed by each Holder

       

      
        
           

        

          -27-