SECURITY AGREEMENT

Lender's Name:

Lender's Address:

Borrower's Name:

Borrower's Address:

1. Whereas the Borrower executed a Promissory Note in favor of the Lender on the ______
day of _________________20____ in the principal amount of
$________(____________________________). In consideration of this Note and as
inducement to the Lender to extend a loan to the Borrower, the Borrower grants the Lender a
security interest in the following goods:

(hereinafter referred to as "the Collateral")

2. The Collateral shall be kept at the following address:

(hereinafter referred to as "the Premises")

3. The Borrower warrants that the Collateral shall not be removed from the Premises without
prior written consent by the Lender.

4. The Borrower warrants that he/she is the lawful owner of the Collateral, that it is free of
any and all encumbrances and that no other party has any right to the Collateral.

5. The Borrower agrees not to sell, dispose of or transfer the rights to the Collateral to another
party without the prior written consent of the Lender.

6. The Borrower shall insure the Collateral against all risks with a recognized insurance
company at his/her cost. The Borrower shall furnish proof of such an insurance policy to the
Lender.
7. The Borrower waives all defenses based on suretyship or impairment of collateral.

8. The Borrower shall effect all maintenance and repairs to the Collateral at his/her cost
where necessary in order to keep the Collateral in the condition at which it was first offered
as Collateral.

9. The Borrower shall effect at his/her cost the filing of a financing statement (UCC) at the
relevant public offices within 5 (five) days of signing this agreement and shall furnish proof
of such filing to the Lender.

10. Upon default by the Borrower under the terms of the Note and within 3 (three) days of
demand by the Lender, the Borrower shall deliver the Collateral to the Lender, failing which
the Lender my enter the Premises and take possession of the Collateral.

11. The Lender shall then have the right to sell the Collateral in any manner which he/she
may deem fit and to apply the proceeds to the repayment of monies due under the Note.

12. The Lender agrees that proceeds from the sale of the Collateral shall first be applied to
repayment of monies due under the Note and that any surplus money shall be transferred to
the Borrower.

13. The Borrower agrees that he/she shall remain liable for any shortfall if the proceeds from
the sale of the Collateral are not sufficient to repay all monies due under the Note.

OR

13. The Lender further agrees that where the proceeds from the sale of the Collateral are not
sufficient to repay all monies due under the Note, such shortfall shall be for the Lender's
account and the Borrower shall have no further obligations under the Note.

14. No relaxation, indulgence, waiver, release or concession extended to the Borrower by the
Lender and no delay or omission in the enforcement or exercising of the Lender's right under
the Note shall affect the rights of the Lender under this security agreement.

15. This agreement shall be binding upon and accrue to the benefit of the parties, their
successors, legal representatives and assigns.

16. This agreement shall be construed, interpreted and governed in accordance with the laws
of the State of _______________ and should any provision of this agreement be judged by an
appropriate court of law as invalid, it shall not affect any of the remaining provisions
whatsoever.

Signed at ________________ on this _______ day of _____________________20___.

Lender's Signature: _________________________________  who warrants his/her full

authority to enter into this agreement.

Borrower's Signature: _________________________________  who warrants his/her full

authority to enter into this agreement.
Signed in the presence of:

(1) Witness Name _____________________________ 

(1) Witness Signature __________________________________

(2) Witness Name _____________________________ 

(2) Witness Signature __________________________________