Unassociated Document


    SECURITY
      AGREEMENT

    


    This
      SECURITY AGREEMENT, dated as of September 26, 2007 (this “Agreement”),
      is among
      Duska
      Therapeutics, 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
      Platinum Long Term Growth VI, LLC (together with its successors and assigns,
      the
“Secured
      Party”),
      as collateral agent for the investors identified in the Purchase Agreement
      (the
      “Lenders”),
      which Lenders are the holders of the Company’s Senior Secured Convertible
      Promissory Notes, issued on September 26, 2007 in the aggregate original
      principal amount of $5,750,000 (the “Notes”).

    


    WITNESSETH:

    


    WHEREAS,
      pursuant to the Notes, the Lenders have agreed to extend the loans to the
      Company evidenced by the Notes;

    


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

    


    WHEREAS,
      in order to induce the Secured Party to extend the loans evidenced by the Notes,
      each Debtor has agreed to execute and deliver to the Secured Party this
      Agreement and to grant the Secured Party a security interest, for the benefit
      of
      the Lenders, 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
      Notes and the Guarantors’ obligations under the Guaranty.

    


    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 (including the terms “account”, “chattel
      paper”, “commercial tort claim”, “deposit account”, “document”, “equipment”,
“fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”,
“investment property”, “letter-of-credit rights”, “proceeds”, “securities” 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 Party is 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):

     

    
      
        
        

      

      
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    (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, including all
      materials, work in process and finished goods;

    


    (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; 

    


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

     

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

     

    
      
        
        

      

      
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    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)  “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.

     

    
      
        
        

      

      
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    (c)  “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 Secured
      Party may reasonably request.

    


    (d)  “Obligations”
      means all of the liabilities
      and obligations (primary, secondary, direct, contingent, sole, joint or several)
      due or to become due, or that are now or may be hereafter contracted or
      acquired, or owing, of any Debtor to the Secured Party
      under this Agreement, the Notes, the Purchase Agreement, the Guaranty 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 the Secured Party 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 Notes and the loans extended
      pursuant thereto; (ii) any and all other fees, indemnities, costs, obligations
      and liabilities of the Debtors from time to time under or in connection with
      this Agreement, the Notes, the Purchase Agreement, the Guaranty 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.

    


    (e)  “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).

    


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

    


    (g) “Purchase
      Agreement”
      means the Note and Warrant Purchase Agreement, dated as of the date hereof,
      between the Company and the Lenders.

    


    (h) “UCC”
      means the Uniform Commercial Code of the State of New York and/or any other
      applicable law of any state or states which have 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. 

     

    
      
        
        

      

      
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    2. Grant
      of Security Interest in Collateral.
      As an inducement for the Lenders to extend the loans as evidenced by the Notes
      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
      Party a security interest in and to, a lien upon, and a right of set-off
      against, all of its respective right, title and interest of whatsoever kind
      and
      nature in and to the Collateral (a “Security
      Interest”
      and collectively, the “Security
      Interests”).
      To the extent there is at any time more than one Secured Party hereunder, the
      Collateral will secure the Obligations to the Secured Party on a pari passu
      basis, based on the then outstanding amount of such Obligations.

    


    3. Delivery
      of Certain Collateral.
      Contemporaneously with or prior to the execution of this Agreement, each Debtor
      shall deliver or cause to be delivered to the Secured Party (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 the Secured Party, or have previously delivered to the
      Secured Party, a true and correct copy of each Organizational Document governing
      any of the Pledged Securities.
      Throughout the term of this Agreement, so long as no Event of Default is uncured
      and continuing, the Debtor shall have the right to vote the Pledged Securities
      in all matters presented to the stockholders of the Pledge Securities for vote
      thereon, except in a manner inconsistent with the terms of this Agreement or
      detrimental to the interests of the Lenders. The Secured Party shall hold the
      Pledged Securities in the form in which the same are delivered herewith, unless
      there shall occur an Event of Default. To the extent that the Secured Party
      (or
      the Lenders) shall not previously have taken, acquired, sold, transferred,
      disposed of or otherwise realized value on the Pledged Securities in accordance
      with this Agreement, on the date on which the Obligations have been indefeasibly
      discharged (by payment of the Notes or conversion of Notes to common stock,
      as
      applicable), any remaining security interest in the Pledged Securities shall
      automatically terminate, cease to exist and be released, and the Secured Party
      shall forthwith return any remaining Pledged Securities and irrevocably release
      such shares from collateral. 

    


    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 Party 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 Party 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.

     

    
      
        
        

      

      
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    (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 their
      attorneys or accountants) or places where Collateral is stored or located,
      except as set forth on Schedule
      A
      attached hereto. The Debtors own of record, subject only to Permitted Liens
      (as
      defined in the Notes), the real property where such Collateral is located,
      as
      identified on Schedule
      A.
      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 and except as set forth on Schedule
      B
      attached hereto, the Debtors are the sole owners of the Collateral, free and
      clear of any liens, security interests, encumbrances, rights or claims, and
      are
      fully authorized to grant the Security Interests. Except with respect to
      Permitted Liens and 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 Party pursuant to this
      Agreement) covering or affecting any of the Collateral. Except with respect
      to
      Permitted Liens, 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 similar document or instrument (except to the extent filed or recorded
      in
      favor of the Secured Party pursuant to the terms of this
      Agreement).

    


    (d) No
      written claim has been received by any Debtor 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 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 (except when temporarily
      kept
      at the offices of its attorneys or accountants) 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 Party 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 Party, subject to Permitted
      Liens, a valid, perfected and continuing perfected first priority lien in the
      Collateral.

     

    
      
        
        

      

      
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    (f) This
      Agreement creates in favor of the Secured Party a valid, security interest
      in
      the Collateral, subject only to Permitted Liens (as defined in the Notes),
      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 UCC financing
      statements shall have been duly perfected. Except for the filing of the UCC
      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 (p), 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 and the recordation of said Intellectual
      Property Security Agreement, 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 Secured Party hereunder.

    


    (g) Each
      Debtor hereby authorizes the Secured Party 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, which
      UCC
      financing statement may describe the collateral as “All assets”.

    


    (h) The
      execution, delivery and performance of this Agreement by the Debtors do 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 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.

     

    
      
        
        

      

      
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    (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 in and to the
      Guarantors and the other subsidiaries of the Company, 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.
      Each Debtor shall cause the pledge and security interest of the Secured Party
      to
      be duly noted in its corporate books and records. 

    


    (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 Notes), 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 Party until this Agreement and the Security Interests hereunder
      shall be terminated pursuant to Section 14 hereof. Each Debtor hereby agrees
      to
      use commercially reasonable efforts to defend the same against the claims of
      any
      and all persons and entities and to safeguard and protect all Collateral for
      the
      account of the Secured Party. At the reasonable request of the Secured Party,
      each Debtor will sign and deliver to the Secured Party at any time or from
      time
      to time one or more financing statements pursuant to the UCC in form reasonably
      satisfactory to the Secured Party and will pay the cost of filing the same
      in
      all public offices wherever filing is necessary 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 Secured Party from time to time, upon demand,
      such releases and/or subordinations of claims and liens which may be required
      to
      maintain in accordance with this Agreement the priority of the Security
      Interests hereunder.

    


    (l) Except
      for Permitted Liens (as defined in the Notes), 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 the
      Secured Party.

    


    (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.

     

    
      
        
        

      

      
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    (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
      Secured
      Party
      that (a) the Secured
      Party
      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 Secured
      Party
      and such cancellation or change shall not be effective as to the Secured
      Party
      for at least thirty (30) days after receipt by the Secured
      Party
      of such notice, unless the effect of such change is to extend or increase
      coverage under the policy; and (c) the Secured
      Party
      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 Notes) 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
Secured
      Party
      and, if received by such Debtor, shall be held in trust for the Secured Party
      and promptly paid over to the Secured
      Party
      unless otherwise directed in writing by the Secured
      Party.
      Copies of such policies or the related certificates, in each case, naming the
      Secured
      Party
      as lender loss payee and additional insured shall be delivered to the
Secured
      Party
      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 Party 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 Party’s security
      interest therein.

    


    (p) Each
      Debtor shall promptly execute and deliver to the Secured Party such further
      deeds, mortgages, assignments, security agreements, financing statements or
      other instruments, documents, certificates and assurances and take such further
      action as the Secured Party may from time to time request as necessary to
      perfect, protect or enforce the Secured Party’s security interest in the
      Collateral (including, without limitation, the execution and delivery of a
      separate security agreement with respect to each Debtor’s Intellectual Property
      (“Intellectual
      Property Security Agreement”)
      to be delivered on the date hereof) in which the Secured Party has been granted
      a security interest hereunder, substantially in a form reasonably acceptable
      to
      the Secured Party. 

     

    
      
        
        

      

      
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    (q) Each
      Debtor shall permit the Secured Party and its representatives and agents
      reasonable access to inspect the Collateral during normal business hours, upon
      reasonable prior notice and without undue interference with such Debtor’s
      business operations, and to make copies of records pertaining to the Collateral
      as may be reasonably requested by the Secured Party 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 Party 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 would have a material adverse effect on the value of the Collateral,
      the Security Interest or the rights and remedies of the Secured Party
      hereunder.

    


    (t) All
      information heretofore, herein or hereafter supplied to the Secured Party 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 their respective businesses.

    


    (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 Party 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 and except for Permitted Liens (as defined
      in
      the Notes), 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
      Secured Party, which shall not be unreasonably withheld.

    


    (x) No
      Debtor may relocate its chief executive office to a new location without
      providing 30 days’ prior written notification thereof to the Secured Party 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.

     

    
      
        
        

      

      
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    (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 Secured Party.

    


    (bb) Each
      Debtor, in its capacity as issuer, hereby agrees to comply with any and all
      reasonable orders and instructions of Secured
      Party
      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 Secured Party, 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 reasonably satisfactory to the Secured Party, to be
      entered into and delivered to the Secured Party.

    


    (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
      Party.

    


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

     

    
      
        
        

      

      
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    (gg) If
      any Debtor shall at any time hold or acquire a commercial tort claim, such
      Debtor shall promptly notify the Secured Party in a writing signed by such
      Debtor of the particulars thereof and grant to the Secured Party 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 reasonably
      satisfactory to the Secured Party.

    


    (hh) Each
      Debtor shall promptly provide written notice to the Secured Party 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 Secured Party an assignment of claims for such accounts and cooperate with
      the Secured Party in taking any other steps required 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 with operations or material operations (which, if in doubt,
      shall
      be in the sole determination of the Secured Party) 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.
      As of the date hereof, the each Debtor represents and warrants that none of
      its
      subsidiaries have any operations or material assets (other than the Guarantors).
      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 Secured
      Party may reasonably request. Upon delivery of the foregoing to the Secured
      Party, 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 Notes and the other Transaction Documents
      (as defined in the Purchase Agreement).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (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 Party on the books of such issuer. Further, except with respect to
      certificated securities delivered to the Secured
      Party,
      the applicable Debtor shall endeavor to deliver to the Secured
      Party
      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 the Secured
      Party
      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
      the
Secured
      Party,
      will take such steps as may be necessary to effect the transfer, and will comply
      with all other reasonable instructions of the Secured
      Party
      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, the Secured
      Party
      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 the Secured
      Party
      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 such Debtor and
      its direct and indirect subsidiaries; (ii) use its best efforts to obtain
      resignations of the persons then serving as officers and directors of such
      Debtor and its 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 the
Secured
      Party
      and allow the Transferee or Secured
      Party
      to continue the business of such Debtor and its 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 Secured Party
      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 desirable, or as the Secured
      Party may reasonably request, in order to perfect and protect any security
      interest granted or purported to be granted hereby or to enable the Secured
      Party to exercise and enforce its rights and remedies hereunder and with respect
      to any Collateral or to otherwise carry out the purposes of this
      Agreement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (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 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 the Secured
      Party’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 under the Notes;

    


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

    


    (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 the
      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.

    


    7. Duty
      To Hold In Trust.
      

    (a) Upon
      the occurrence and during the continuance 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
      Notes or otherwise, or of any check, draft, note, trade acceptance or other
      instrument evidencing an obligation to pay any such sum, hold the same in trust
      for the Secured Party and shall forthwith endorse and transfer any such sums
      or
      instruments, or both, to the Secured Party. 

     

    
      
        
        

      

      
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    (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 Party; (ii) hold the same in trust on behalf of and for the benefit
      of
      the Secured Party; and (iii) deliver any and all certificates or instruments
      evidencing the same to the Secured
      Party
      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 the Secured
      Party
      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
      Party shall have the right to exercise all of the remedies conferred hereunder
      and under the Notes, and the Secured Party shall have all the rights and
      remedies of a secured party under the UCC. Without limitation, the Secured
      Party
      shall have the following rights and powers:

    


    (i) The
      Secured Party shall have the right to take possession of the Collateral and,
      for
      that purpose, enter by reasonable means, 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 Secured Party at places which the Secured Party shall
      reasonably select, whether at such Debtor's premises or elsewhere, and make
      reasonably available to the Secured Party, without rent, all of such Debtor’s
      respective premises and facilities for the purpose of the Secured Party taking
      possession of, removing or putting the Collateral in saleable or disposable
      form.

    


    (ii) Upon
      written notice to the Debtors by the Secured
      Party,
      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, the Secured
      Party
      shall have the right to receive any interest, cash dividends or other payments
      on the Collateral and, at the option of the Secured
      Party,
      to exercise in the Secured
      Party’s
      discretion all voting rights pertaining thereto. Without limiting the generality
      of the foregoing, the Secured
      Party
      shall have the right (but not the obligation) to exercise all rights with
      respect to the Collateral as if 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.

     

    
      
        
        

      

      
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    (iii) The
      Secured Party 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 commercially reasonable terms
      and
      conditions. Upon each such sale, lease, assignment or other transfer of
      Collateral, the Secured Party, 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
      Secured Party 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 Secured Party, and to enforce the Debtors’ rights against such
      account debtors and obligors.

    


    (v) The
      Secured Party, 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 Secured Party, or its designee.

    


    (vi) The
      Secured Party 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 Party
      or
      any designee or any purchaser of any Collateral.

    


    (b)  The
      Secured Party 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
      Secured Party may sell the Collateral without giving any warranties and may
      specifically disclaim such warranties. In addition, each Debtor waives any
      and
      all rights that it may have to a judicial hearing in advance of the enforcement
      of any of the Secured Party’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.

     

    
      
        
        

      

      
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    (c)  For
      the purpose of enabling the Secured Party to further exercise rights and
      remedies under this Section 8 or elsewhere provided by agreement or applicable
      law, each Debtor hereby grants to the Secured Party, 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 reasonable and actually
      incurred expenses of retaking, holding, storing, processing and preparing for
      sale, selling, and the like (including, without limitation, any taxes, fees
      and
      other costs reasonably incurred in connection therewith) of the Collateral,
      to
      the reasonable attorneys’ fees and expenses incurred by the Secured Party in
      enforcing the Secured Party’s rights hereunder and in connection with
      collecting, storing and disposing of the Collateral, and then to satisfaction
      of
      the Obligations, and to the payment of any other amounts required by applicable
      law, after which the Secured Party 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 Party is legally entitled, the Debtors will be liable for the
      deficiency, together with interest thereon, at the rate of 24.99% per annum
      or
      the lesser amount permitted by applicable law (the “Default
      Rate”),
      and
      the reasonable fees of any attorneys employed by the Secured Party to collect
      such deficiency. To the extent permitted by applicable law, each Debtor waives
      all claims, damages and demands against the Secured Party 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 Party 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 the Secured Party 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 the Secured Party 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 the Secured Party in its reasonable attempt to satisfy any requirements
      under the Securities Laws (including, without limitation, registration
      thereunder if reasonably requested by the Secured Party) applicable to the
      sale
      of the Pledged Securities by the Secured Party.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    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 Secured Party. The
      Debtors shall also pay all other claims and charges which would be reasonably
      likely to prejudice, imperil or otherwise affect the Collateral or the Security
      Interests therein. The Debtors will also, upon demand, pay to the Secured Party
      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 Secured Party,
      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 Party under the Notes and the other Transaction
      Documents. Until so paid, any fees payable hereunder shall be added to the
      principal amount of the Notes 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) in no event shall the Secured Party (i) have 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) have 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. The Secured Party shall not 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 Secured Party of any payment relating to any of the
      Collateral, nor shall the 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 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 Secured Party or to which the Secured Party may be entitled
      at
      any time or times.

     

    
      
        
        

      

      
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    13. Security
      Interests Absolute.
      All rights and all obligations of the parties hereunder, shall be absolute
      and
      unconditional, irrespective of: (a) any lack of validity or enforceability
      of
      this Agreement, the Notes 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 Notes 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 Obligations; (d) any action by the Secured Party to obtain,
      adjust, settle and cancel in its reasonable 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 Party 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 Party 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 Party, then, in any such event and to the extent thereof,
      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 Party to proceed against any
      other person or entity
      or to
      apply any Collateral which the Secured Party may hold at any time, or to marshal
      assets, or to pursue any other remedy. 

    


    14. Term
      of Agreement.
      This Agreement and the Security Interests shall terminate on the date on which
      all payments under the Notes have been indefeasibly paid or otherwise satisfied
      in full (including by way of conversion of the Notes) and all other Obligations
      have been paid or discharged (other than contingent indemnification
      obligations).

    


    15. Power
      of Attorney; Further Assurances.

    (a) Each
      Debtor authorizes the Secured Party, and does hereby make, constitute and
      appoint the Secured Party 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 Secured Party 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 Secured Party; (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 Secured Party,
      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 do all acts and things
      which the Secured Party 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 Notes 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, the 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.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (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
      Secured Party, 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 Secured Party the grant or perfection of a perfected security
      interest in all the Collateral under the UCC.

    


    (c) Each
      Debtor hereby irrevocably appoints the Secured Party 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 Secured Party’s
      discretion, to take any action and to execute any instrument which the Secured
      Party 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 Secured Party. 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.
      Any
      demand upon or notice to the Debtors hereunder shall be effective when delivered
      by hand or when properly deposited in the mails postage prepaid, or sent by
      telex, answerback received, or electronic facsimile transmission, receipt
      acknowledged, or delivered to a telegraph company or overnight courier, in
      each
      case addressed to the Debtor at the address shown below or such other address
      as
      the Debtors may advise the Secured Party in writing. Any notice by the Debtors
      to the Secured Party shall be given as aforesaid, addressed to the Secured
      Party
      at the address shown below or such other address as the Secured Party may advise
      the Debtors in writing.

    


    
      	
            	Secured
              Party:	
              Platinum
                Long Term Growth VI, LLC

              
                152
                  West 57th
                  Street, 54th
                  Floor

                New
                  York, NY 10019

              

            


    

    
      


      
        	
              	Debtors:	
                c/o
                  Duska
                  Therapeutics, Inc.

                Two
                  Bala Plaza

                Suite
                  300

                Bala
                  Cynwyd, PA

              


      

      
         

      

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    
      


      
        	
              	With
                a copy to: 	
                
                  Sichenzia
                    Ross Friedman Ference LLP

                  61
                    Broadway

                  New
                    York, NY 10006

                  Fax
                    No.: (212) 930-9725

                

              


      

      
         

      

    

    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 Secured Party 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 Party’s rights and remedies
      hereunder.

    


    18. Miscellaneous.

    


    (a) No
      course of dealing between the Debtors and the Secured Party, nor any failure
      to
      exercise, nor any delay in exercising, on the part of the Secured Party, any
      right, power or privilege hereunder or under the Notes 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 Party with respect to the Collateral,
      whether established hereby or by the Notes, the Transaction Documents 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, the Notes and the related
      agreements contemplated hereby and thereby 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 amendment, by the
      Debtors and the Secured Party 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.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (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 the Secured Party (other than by merger). The Secured Party
      may assign any or all of its rights under this Agreement to any Person to whom
      the 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 Party.”

    


    (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, the Transaction Documents and the Notes (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, and agrees not to assert in any
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such court or 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 reasonable costs and expenses incurred
      with the investigation, preparation and prosecution of such
      proceeding.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (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 Party hereunder.

    


    (k) Each
      Debtor shall indemnify, reimburse and hold harmless the Secured Party and each
      Lender, and each of 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 Notes, the Transaction Documents 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 the Secured Party to liability
      as a partner in any Debtor or any of 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 the Secured 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
      of
      its direct or indirect subsidiaries or otherwise, unless and until the Secured
      Party exercises its right to be substituted for such Debtor as a partner or
      member, as applicable, pursuant hereto.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (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.

    


    (n) The
      Lenders have, pursuant to the Purchase Agreement appointed the Agent, as their
      agent for purposes of exercising any and all rights and remedies of the secured
      parties hereunder. Such appointment shall continue until revoked in writing
      (with a copy delivered to the Debtors) in accordance with the Purchase
      Agreement.

    


    [SIGNATURE
      PAGES FOLLOW]

    


     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

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

    


    DEBTORS:

    


    
      	
              DUSKA
                THERAPEUTICS, INC.

            
	 
	
              By: 
                /s/
                Amir
                Pelleg                                        
                

              Name:
                Amir Pelleg

              Title:
                President

            
	 
	 
	
            
	
              DUSKA
                SCIENTIFIC CO.

            
	
              By: 
                /s/ Amir
                Pelleg                                    
                

              Name:
                Amir Pelleg

              Title:
                President

            
	 
	 
	
              SECURED
                PARTY:

               

              PLATINUM
                LONG TERM GROWTH VI, LLC

               

            
	
              By: 
                /s/
                Mark
                Nordlicht                                
                     

              Name:
                Mark Nordlicht

              Title:
                Managing Member

            


    

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

    


    


    Principal
      Place of Business of Debtors:

    


    


    Rented
      Locations Where Collateral is Located or Stored:

    


    


    Locations
      Owned:

    


    None.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      B

    Other
      Owners or Collateral or Lienholders

    


    None.

    


    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      C

     

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      D

    Legal
      Names and Organizational Identification Numbers

    


    
      	 	
              NAME

            	
              STAE
                OF ORGANIZATION

            	
              ID
                #

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      E

    Names;
      Mergers and Acquisitions

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      F

    Intellectual
      Property

     

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      G

    Account
      Debtors

     

     

    
 

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      H

    Pledged
      Securities


           

    
      	
              Name
                Of Issuer/Guarantor

            	
              Type
                of Securities

            	
              No.
                of shares

              owned

            	
              Percentage
                of Issuer owned

            	
              Stock
                Certificate

              No.

            
	
              Duska
                Scientific Co.

            	
              Common

            	 	
              100%

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

    to

    SECURITY

    AGREEMENT

    


    FORM
      OF ADDITIONAL DEBTOR JOINDER

    


    Security
      Agreement dated as of September ________, 2007 made by Duska
      Therapeutics, Inc., and its subsidiaries party thereto from time to time, as
      Debtors to
      and in favor of the
      Secured Party identified therein (the “Security
      Agreement”)

    


    Reference
      is made to the Security Agreement as defined above; capitalized terms used
      herein and not otherwise defined herein shall have the meanings given to such
      terms in, or by reference in, the Security Agreement.

    


    The
      undersigned hereby agrees that upon delivery of this Additional Debtor Joinder
      to the Secured Party referred to above, the undersigned shall (a) be an
      Additional Debtor under the Security Agreement, (b) have all the rights and
      obligations of the Debtors under the Security Agreement as fully and to the
      same
      extent as if the undersigned was an original signatory thereto and (c) be deemed
      to have made the representations and warranties set forth therein as of the
      date
      of execution and delivery of this Additional Debtor Joinder. WITHOUT LIMITING
      THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE
      SECURED PARTY A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH
      IN
      THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL
      PROVISIONS SET FORTH THEREIN.

    


    Attached
      hereto are supplemental and/or replacement Schedules to the Security Agreement,
      as applicable.

    


    An
      executed copy of this Joinder shall be delivered to the Secured Party, and
      the
      Secured Party may rely on the matters set forth herein on or after the date
      hereof. This Joinder shall not be modified, amended or terminated without the
      prior written consent of the Secured Party.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned has caused this Joinder to be executed in
      the
      name and on behalf of the undersigned.

     

     

    
 

    
      	 	
              [Name
                of Additional Debtor]

              


              By:       

              Name:

              Title:

              


              Address:

            


    

    
    

     

    


    Dated: