Security Agreement and Pledge Agreement. (a) The Security Agreement or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Administrative Agent or any Lender) or any grantor thereunder or any Credit Party shall deny or disaffirm in writing any grantor’s obligations under the Security Agreement; or (b) the Pledge Agreement or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Administrative Agent or any Lender) or any pledgor thereunder or any Credit Party shall deny or disaffirm in writing any pledgor’s obligations under the Pledge Agreement; or

Security Agreement and Pledge Agreement. Each of the Obligors and the Restricted Subsidiaries (other than any such Person that is organized under the laws of Canada or any jurisdiction in Canada) shall have executed and delivered to the U.S. Collateral Trustee a Security Agreement, substantially in the form of Exhibit 4.5(b) (as amended, supplemented or otherwise modified from time to time, the "SECURITY AGREEMENT") and a Pledge Agreement, substantially in the form of Exhibit 4.5(c) (as amended, supplemented or otherwise modified from time to time, the "PLEDGE AGREEMENT"), each securing the indebtedness and obligations of such Obligor or Restricted Subsidiary under this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Agreement, as the case may be, and the obligations of such Obligor or Restricted Subsidiary in respect of Bank Facility A and the Bank Term Facilities with a Lien encumbering certain personal property of such Obligors and Restricted Subsidiaries and the pledge of Equity Interests in and Debt owed by Restricted Subsidiaries to such Obligor or Restricted Subsidiary, respectively.

Security Agreement and Pledge Agreement. The Security Agreement and Pledge Agreement duly executed by the Company, Laundry Corp. and the Collateral Agent, and each such agreement shall be in full force and effect.

Security Agreement and Pledge Agreement. The Convertible Notes will be senior secured obligations of the Company ranking senior to all existing and future Indebtedness of the Company and secured by (a) a first lien on all assets of the Company pursuant to the SpectRx Security Agreement; (b) a pledge on all issued and outstanding stock of the SpectRx Subsidiaries pursuant to the Pledge Agreement; (c) a guaranty of the SpectRx obligations pursuant to the Sterling Guaranty; and (d) a lien on all assets of Sterling to secure the Sterling Guaranty pursuant to the Sterling Security Agreement.

Security Agreement and Pledge Agreement. The Security Agreement and the Pledge Agreement duly executed by the Borrowers, Guarantors and the Subsidiaries, as the case may be, together with (i) duly executed original Financing Statements (Form UCC-1) in form which may be filed under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Agent, desirable to perfect the security interest purported to be created by the Security Agreement, and (ii) certified copies of Requests for Copies or Information (Form UCC-11) identifying all of the financing statements on file with respect to the Borrowers and the Subsidiaries in all jurisdictions referred to under (i) above, including the Financing Statement to be filed by Agent against the Borrower and the Subsidiaries indicating that no party claims an interest in any of the Collateral (other than the Lenders), all of the foregoing to be accompanied by such additional documentation as may be necessary to effectuate the provisions of this Agreement, including, but not limited to, stock powers and delivery of original stock certificates; -26- (iv) Evidence of all corporate action by each Borrower and Subsidiary. Certified (as of the date of this Agreement) copies of all corporate action taken by each Borrower and Subsidiary, including resolutions of its Board of Directors, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (v) Incumbency and signature certificate of each Borrower and Subsidiary. A certificate (dated as of the date of this Agreement) of the Secretary of each Borrower and Subsidiary certifying the names and true signatures of the officers of each Borrower and Subsidiary authorized to sign the Loan Documents to which it is a party and the other documents to be delivered by each Borrower and Subsidiary under this Agreement; (vi) Opinion of counsel for the Borrowers, the Subsidiaries and the Guarantors. A favorable opinion of Weil, Gotshal & Mangex XXX, counsel for the Borrowers, the Subsidiaries and the Guarantors in substantially the form of Exhibit F, and as to such other matters as Agent may reasonably request; (vii)

Security Agreement and Pledge Agreement. A Security Agreement and Pledge Agreement securing the payment obligations of Buyer under the Note and the Receivable Note in a form mutually agreeable to Buyer and Owner prior to Closing.

Security Agreement and Pledge Agreement. The Parties shall enter into a Security Agreement and Pledge Agreement attached hereto as EXHIBIT “I” and EXHIBIT “J” respectively, pursuant to which PainCare Sub shall have a security interest in the accounts receivable of the Med PA and PainCare Sub #9, and all PainCare Shares owned by the Buyers (collectively the “Mixed Collateral”). This security interest shall also attach to all cash proceeds generated from the collection or sale of the above Mixed Collateral until such time as all amounts due under the Promissory Note have been paid in full. The Buyers shall have the right to sell, at any time, all of the PainCare Shares owned by Buyers; however, the cash proceeds generated from the sale shall be paid to PainCare, Inc. (or HBK, per written instructions from both PainCare Sub and HBK) within five (5) business days after the Buyers receive such cash proceeds, until the Note is paid in full. The payment of the cash proceeds from the sale of the PainCare Shares shall be credited toward Dr. Alo’s Promissory Note payments until such time as all amounts due under the Promissory Note have been paid in full. The PainCare Sub shall file or cause to be filed a UCC-1 financing statements to perfect its security interest in the Mixed Collateral aforementioned.

Security Agreement and Pledge Agreement. On or before --------------------------------------- ten (10) days after the Closing Date, the Borrowers and Guarantors shall have duly executed and delivered to the Administrative Agent a Security Agreement and a Pledge Agreement in form and substance reasonably acceptable to the Administrative Agent, the Borrowers and the Guarantors, which, collectively, shall provide the Administrative Agent, for the benefit of itself and the Lenders, a perfected Lien with respect to substantially all of the assets of the Borrowers and the Guarantors (other than assets subject to Permitted Liens and Excluded Equity Interests), together with appropriate opinions and other documentation reasonably requested by the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent to provide the Administrative Agent with a first priority perfected security interest on the collateral granted thereby and Lien thereon. Upon execution thereof, the Security and Pledge Agreement shall become attached hereto as Exhibit B.

Security Agreement and Pledge Agreement. The obligations and representations of OneLink under this Agreement, including the obligations to pay Contingent Consideration, Additional Consideration, and the Flannery Note shall be secured under (i) a security agreement in the xxxx xxtached hereto as Exhibit 2.4A (the "Security Agreement"), under which the obligations of OneLink will be secured by a security interest in the assets of TCC, and (ii) a Pledge Agreement in the form attached hereto as Exhibit 2.4B (the "Pledge Agreement", under which the obligations of OneLink will be secured by a pledge of the Membership Interest. OneLink shall also take all actions required under the Security Agreement and the Pledge Agreement to perfect the security interests provided therein.

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