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THIS SECURITY AGREEMENT (the "Agreement") is entered into this ______________ _____, ________

(the "Secured Party")

(the "Debtor").

For and in consideration of the covenants and obligations contained herein the Secured Party and Debtor do hereby agree as follows:
    Debtor grants to Secured Party a security interest in the following property: (the "Collateral")
    The Collateral shall secure the payment and performance of Debtor's promissory note (the "Note") dated in the principal amount of ($) and the payment and performance of all other liabilities, debts, claims and obligations of Debtor to Secured Party of every kind and description, direct or indirect, absolute or contingent, due or to become due now existing or hereafter arising.
    Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, shall not waste or destroy the Collateral or any part thereof, and shall not use the Collateral in violation of any statute, ordinance or policy of insurance thereon.
    Debtor hereby warrants and covenants:
    1. The Collateral will be kept at: (the "Location"). The Collateral will not be removed from the Location other than in the ordinary course of business. Care will be taken to ensure proper storage of the Collateral.
    2. The parties intend that the collateral is and will at all times remain personal property despite the fact and irrespective of the manner in which it is attached to realty.
    3. The Debtor will not sell, dispose, or otherwise transfer the collateral or any interest therein without the prior written consent of Secured Party, and the Debtor shall keep the collateral free from unpaid charges, claims, taxes, and liens.
    4. The Debtor shall execute alone or with Secured Party any Financing Statement or other document or procure any document, and pay the cost of filing the same in all public offices wherever filing is deemed by Secured Party to be necessary.
    Should any conflicts arise between any party of this Agreement and the applicable legislation of the State of , the State Laws will prevail and such provisions of the Agreement will be amended or deleted as necessary in order to comply with the State Laws. Furthermore, any provisions that are required by State Laws may be subsequently incorporated into this Agreement.
    In the event any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions will nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement.
    The Debtor shall be in default under this Agreement upon the happening of any of the following:
    1. Any misrepresentation in connection with this Agreement on the part of the Debtor.
    2. Any noncompliance with or nonperformance of the Debtor's obligations under the Note or this Agreement.
    3. if Debtor is involved in any financial difficulty as evidenced by
      1. an assignment for the benefit of creditors, or
      2. an attachment or receivership of assets not dissolved within thirty (30) days, or
      3. the institution of Bankruptcy proceedings, whether voluntary or involuntary, which is not dismissed within thirty (30) days from the date on which it is filed.
    Upon default and at any time thereafter, Secured Party may declare all obligations secured hereby immediately due and payable and shall have the remedies of a Secured Party under the Uniform Commercial Code.
    Secured Party may require the Debtor to make it available to Secured Party at a place which is mutually convenient. No waiver by Secured Party of any default shall operate as a waiver of any other default or of the same default on a future occasion.
    No modification or waiver of any of the terms of this Agreement shall be allowed unless by written agreement signed by both parties. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or similar nature.
    Except as otherwise provided in this Note, all of the covenants, conditions, and provisions of this Note shall be binding upon the parties hereto and their respective heirs, personal representatives, executors, administrators, successors, and assigns.
    Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement.
    This Agreement shall governed by the statutory and case law of the State of .

The parties hereby indicate by their signatures below that they have read and agree with the terms and conditions of this Agreement in its entirety.


Signature: _________________________


Signature: _________________________

Signed ______________ _____, ________.

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