SECURITY AGREEMENT
THIS SECURITY AGREEMENT is made and entered into effective as of the 8th
day of June, 2000, by LIGHTTOUCH VEIN & LASER OF LEXINGTON, INC., a Kentucky
corporation, whose address is 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxx 00000 (hereinafter referred to as "Debtor") and wholly owned subsidiary
of LIGHTTOUCH VEIN & LASER, INC., a Nevada corporation, and XXXX X. XXXXX, M.D.
and XXXXXXXX XXXXX, M.D., whose address is 000 Xxxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter collectively referred to as "Secured
Party").
IT IS AGREED BY THE PARTIES AS FOLLOWS:
1. For value received, Debtor does hereby grant unto Secured Party a security
interest in and to all the collateral described in numerical Paragraph 2
hereof to secure all of the indebtedness referred to in numerical Paragraph
3 hereof.
2. The collateral covered by this Security Agreement is (a) all of Debtor's
property described in Exhibit "A" hereto and any supplemental exhibits
thereto, and (b) all proceeds and products thereof (all of which collateral
is hereinafter collectively referred to as the "Collateral").
3. This Security Agreement is made as collateral security for:
a. that certain Promissory Note dated June 8, 2000, made by Debtor
payable to the order of Secured Party in the original principal amount
of One Million and No/100 Dollars ($1,000,000.00) (herein the "Merger
Note"); and
b. Indebtedness evidenced by that certain Promissory Note dated February
28, 1999, payable to Xx. Xxxx X. Xxxxx and Xxxxxxxx X. Xxxxx by
BLUEGRASS DERMATOLOGY AND SKIN SURGERY CENTER, P.S.C., a Kentucky
professional service corporation ("PSC"), and CENTER FOR WEIGHT
CONTROL, PSC, a Kentucky professional service corporation ("CWC") (PSC
and CWC are the predecessors by merger to Debtor), in the original
principal amount of $367,779,34, the outstanding principal amount of
which as of May 4, 2000, was $344,820.12, plus accrued interest
thereon at the prime rate per annum.
c. Indebtedness evidenced by that certain Promissory Note of PSC dated
February 26, 1999, payable to PNC Bank by CWC in the original
principal amount of $110,306.51, the outstanding principal amount of
which as of May 3, 2000, was $92,234.46, plus accrued interest thereon
at the prime rate per annum.
d. Indebtedness evidenced by that certain Promissory Note dated December
18, 1998, payable to Xx. Xxxx X. Xxxxx and Xxxxxxxx X. Xxxxx by PSC
and CWC, in the original principal amount of $18,740.00, the
outstanding
principal amount of which as of May 3, 2000, was $10,902.50, plus
accrued interest thereon at the rate of 7.75% per annum; and
e. all other liabilities and obligations of whatever kind or type of
Debtor to Secured Party, whether created directly or acquired by
Secured Party by assignment or otherwise, whether now existing or
hereafter created, arising or acquired, absolute or contingent, joint
or several, due or to become due (the foregoing obligations are herein
collectively referred to as the "Indebtedness").
4. Debtor represents and warrants to Secured Party that:
a. All of the Collateral is used or will be used for business purposes.
b. (i) Debtor is the absolute owner of the legal and beneficial title to
the Collateral, (exclusive of hereafter acquired, replacement or
hereafter created items), and is in full possession thereof; and
(ii) the Collateral is free and clear of all liens, encumbrances and
adverse claims whatsoever, except for the prior security interest in
favor of PNC Bank securing debt, the terms of which have been
disclosed to Debtor.
c. Debtor has the right to enter into this Security Agreement.
5. Debtor covenants and agrees that:
a. Debtor shall defend the Collateral against all claims and demands of
all persons.
b. Debtor shall not:
(i) permit any loan or security interest (other than Secured Party's
security interest granted herein and the PNC Bank security interest)
to attach to any of the Collateral;
(ii) permit any of the Collateral to be levied upon under any legal
process; or
(iii) dispose of or enter or agree to enter into any sale of any of
the Collateral, without the prior written consent of Secured Party,
other than in the ordinary course of business.
c. Debtor shall insure or have insured the Collateral for the benefit of
Secured Party (who shall be the loss payee) in such amounts, for such
risks and with such company as Secured Party may request, and promptly
deliver all
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policies with respect thereto to Secured Party, or in the event Debtor
at any time has not maintained and delivered to Secured Party such
requested policies of insurance, Secured Party may, in its sole and
absolute discretion and whether or not any Event of Default (as
defined in this Security Agreement) has occurred, place and affect
such insurance as Secured Party deems appropriate, at Debtor's sole
expense, and in the event Secured Party elects to pay for such
insurance coverage, Debtor shall reimburse Secured Party for the
amount(s) so paid plus interest thereon at the Default Rate charged on
the Indebtedness mentioned in Paragraph 3 of this Security Agreement.
d. Debtor shall preserve the value of the Collateral.
e. Debtor shall advise Secured Party in writing, at least thirty (30)
days prior thereto, of any change in Debtor's place of business or
mailing address, or any changes in the locations of the Collateral or
new locations at which any of the Collateral is to be located.
f. Debtor shall not conduct business under any other name than that given
above nor change or reorganize the type of business entity under which
it does business except upon prior written approval of Secured Party.
If such approval is given, Debtor guarantees that all documents,
instruments and agreements demanded by Secured Party shall be prepared
and filed at Debtor's expense before such change of name or business
entity occurs.
g. Debtor shall execute and deliver to Secured Party, upon request, new
UCC-1 Financing Statements describing the same Collateral specified
herein for recordation, where necessary in Secured Party's sole
discretion, to perfect Secured Party's security interest in the
Collateral, and Debtor shall pay all filing and recording fees and
filing and recording taxes in connection with the filing and/or
recordation of such Financing Statements and, if paid by Secured
Party, Debtor will reimburse Secured Party therefor upon demand by
Secured Party.
h. Debtor hereby irrevocably appoints Secured Party as Debtor's
attorney-in- fact to do all acts and things which Secured Party may
deem necessary or appropriate to perfect and continue perfected the
security interest created by this Security Agreement and to protect
and, in case of an Event of Default hereunder, collect and sell the
Collateral including, but not limited to, the execution of the
following in Debtor's name as Debtor's irrevocable attorney-in-fact:
(i) notifications and agreements to sell, where sale is permitted;
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(ii) any documents or papers necessary or helpful to comply with the
terms of any agreements relative to any of the collateral; and
(iii) UCC-1 (and other) Financing Statements covering the Collateral,
and the filing and recordation of same wherever Secured Party deems
appropriate, with Debtor to reimburse Secured Party for all filing and
recording fees, taxes and other expenses in connection therewith upon
demand of Secured Party; provided, however, the power of attorney
granted hereby shall survive the disability of the principal but when
all the Indebtedness is fully paid and performed and Debtor has no
obligations to or commitments for loan(s) from Secured Party, this
power of attorney shall become null and void upon Secured Party's
receipt of written notification from Debtor to such effect.
i. The Indebtedness shall be paid to Secured Party or the obligee of such
Indebtedness in accordance with the terms thereof.
j. Debtor shall comply in all respects with any other agreement between
Debtor and Secured Party.
k. Debtor shall permit Secured Party and/or its agents to inspect and
appraise the Collateral and inspect the books and records of Debtor,
at all reasonable times and from time to time, and shall pay all
expenses Secured Party may incur in connection with any such
inspection(s) and appraisal(s).
6. EVENTS OF DEFAULT. The occurrence of any Event of Default by Debtor as
defined in the Merger Note, or the default by Debtor in any agreement
between Debtor and Secured Party, or under the terms of any of the
obligations comprising the Indebtedness secured hereby shall constitute
an Event of Default hereunder.
7. REMEDIES UPON OCCURRENCE OF DEFAULT. Upon the occurrence of any Event of
Default as defined in Section 6 hereof, Secured Party shall have the
following rights and remedies, in addition to all other rights and remedies
provided by law, at equity or in any other document or instrument relating
to, securing or evidencing the Indebtedness, all of which shall be
cumulative and may be exercised from time to time, either successively or
concurrently:
a. To sell all or any of the Collateral in one (1) or more lots, and from
time to time, upon ten (10) days prior written notice to Debtor of the
time and place of sale (which notice Debtor hereby agrees is
commercially reasonable), for cash or upon credit or for future
delivery, Debtor hereby waiving all rights, if any, of marshaling the
Collateral and any other security for the payment of the Indebtedness,
and at the option and in the complete discretion of Secured Party,
either:
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(i) at a public sale or sales, and in one (1) or more lots; or
(ii) at a private sale or sales, and in one (1) or more lots.
Secured Party may bid for and acquire the Collateral or any portion thereof
at any public sale, free from any redemption rights of Debtor, all of which
are hereby waived by Debtor.
b. To exercise all rights of a secured party under the Uniform Commercial
Code of Kentucky and all other applicable law.
From time to time, Secured Party may, but shall not be obligated to,
postpone the time of any proposed sale of any of the Collateral, which has
been subject of a notice as provided above, and also, upon ten (10) days
prior written notice to Debtor (which notice Debtor hereby agrees is
commercially reasonable), may change the time and/or place of such sale.
(i) In the case of any sale by Secured Party of the Collateral or any
portion thereof on credit or for future delivery, which may be elected
at the option and in the complete discretion of Secured Party, the
Collateral so sold may, at Secured Party's option, either be
transferred and/or delivered to the purchaser or retained by Secured
Party until the selling price therefor is paid by the purchaser, but
in either event Secured Party shall not incur any liability to Debtor
in case of failure of the purchaser to pay for the Collateral so sold.
In case of any such failure, such Collateral may be again sold by
Secured Party in the manner provided in this Paragraph 7.
(ii) After deducting all of Secured Party's costs and expenses of
every kind including, without limitation, legal fees and registration
fees and expenses, if any, in connection with the sale of the
Collateral, Secured Party shall apply the remainder of the proceeds of
any sale or sales of the Collateral to the Indebtedness in such order
Secured Party may select in its sole and absolute discretion. All
sales of Collateral shall be made in a commercially reasonable manner.
Secured Party shall not incur any liability as a result of the sale of
the Collateral or any part thereof at any private sale or sales, and
Debtor hereby waives any claim arising by reason of (1) the fact that
the price or prices for which the Collateral or any portion thereof is
sold at any private sale or sales is less than the price which would
have been obtained at a public sale or sales or is less than the
Indebtedness, even if Secured Party accepts the first offer received
and does not offer the Collateral or any portion thereof to more than
one offeree; (2) any delay by Secured Party in selling the Collateral
following an Event of Default hereunder, even if the price of the
Collateral thereafter declines; or (3) the immediate sale of the
Collateral upon the occurrence of an Event of Default hereunder, even
if the price of the Collateral should thereafter increase.
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8. MISCELLANEOUS.
a. Secured Party shall be under no duty or obligation to give Debtor
notice of any rights or privileges relating to or affecting any
Collateral held by Secured Party other than those notices as may be
required under the Merger Note.
b. All advances, charges, costs and expenses, including reasonable
attorney's fees to the extent allowed by law, incurred or paid by
Secured Party in exercising any right, power or remedy conferred by
the Merger Note, this Security Agreement or otherwise, or in the
enforcement thereof, shall become a part of the Indebtedness secured
hereunder and shall be paid to Secured Party by Debtor immediately and
without demand, with interest thereon at the Default Rate charged on
the Indebtedness.
c. Debtor waives any right to require Secured Party to (a) proceed
against any person, (b) proceed against or exhaust any Collateral or
(c) pursue any other remedy in Secured Party's power.
d. Secured Party may, at any time, deliver the Collateral or any part
thereof to Debtor and the receipt of Debtor shall be a complete and
full acquittance for the Collateral so delivered and Secured Party
shall thereafter be discharged from any liability or responsibility
therefor.
e. This is a continuing Security Agreement and all the rights, powers and
remedies hereunder shall apply to all past, present and future
Indebtedness of Debtor to Secured Party, including that arising under
successive transactions which shall either continue, increase or
decrease the Indebtedness, or from time to time create new
Indebtedness after all or any prior Indebtedness has been satisfied.
f. Until all of the Indebtedness shall have been paid in full, the power
of sale and all other rights, powers and remedies granted to Secured
Party hereunder shall continue to exist and may be exercised by
Secured Party at any time.
g. The rights, powers and remedies given to Secured Party by this
Security Agreement shall be in addition to all rights, powers and
remedies given to Secured Party by virtue of the Merger Note, any
other prior security agreements, any other agreement relating to the
Indebtedness, and any statute or rule of law. Secured Party may
exercise its right of setoff with respect to the Indebtedness in the
same manner as if the Indebtedness were unsecured. Any forbearance or
failure or delay by Secured Party in exercising any right, power or
remedy hereunder shall not be deemed to be a waiver of such right,
power or remedy, and any single or partial exercise of any right,
power or remedy hereunder shall not preclude the further
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exercise thereof; and every right, power and remedy of Secured Party
shall continue in full force and effect until such right, power or
remedy is specifically waived by an instrument in writing executed by
Secured Party.
h. In all cases where more than one party executes this Security
Agreement, all words used herein in the singular shall be deemed to
have been used in the plural where the context and construction so
require, and the obligations and undertakings hereunder are joint and
several.
i. The law of the Commonwealth of Kentucky applies to this Security
Agreement and its construction and interpretation.
j. This Security Agreement shall bind Debtor and its successors and
assigns and shall inure to the benefit of Secured Party and its
successors and assigns.
k. Time shall be of the essence in the performance of each and every one
of the obligations hereunder.
l. All covenants, representations, warranties, remedies and other terms
provided in the Merger Note are incorporated herein by reference.
m. All notices and other communications given to or made upon any party
hereto in connection with this Security Agreement shall, except as
herein otherwise expressly provided, be in writing, sent by certified
or registered U.S. mail return receipt requested, as follows: (i) if
to Debtor, at the address set forth hereinabove or at such other
address as shall be designated by Debtor and (ii) if to Secured Party,
at the address set forth hereinabove or at such other address as shall
be specifically designated by Secured Party.
n. Each of the parties to this Agreement hereby voluntarily, expressly
and intentionally waive any right that they may have to a trial by
jury in respect of any litigation arising from or connected with this
Agreement or the transactions contemplated hereby.
o. The parties agree that the sole proper venue for the determination of
any litigation commenced by any of the parties against the other on
any basis shall be in a court of competent jurisdiction which is
located in Fayette County, Kentucky, and the parties hereby expressly
declare that any other venue shall be improper and each party
expressly waives any right to a determination of any such litigation
in any other venue. Each party further agrees that service of process
by any judicial officer or by registered or certified U.S. mail shall
establish personal jurisdiction over such party and each party waives
any rights under the laws of any state to object to jurisdiction
within the Commonwealth of Kentucky. Each party to this
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Agreement submits to the jurisdiction of said courts. The aforesaid
means of obtaining personal jurisdiction and perfecting service of
process are not intended to be exclusive, but are cumulative and in
addition to all other means of obtaining personal jurisdiction and
perfecting service of process now or hereafter provided by the laws of
the Commonwealth of Kentucky.
9. This Security Agreement may, in the sole discretion of Secured Party, be
filed as a financing statement and Debtor agrees to also execute any
additional financing statements with respect hereto which may be requested
by Secured Party. Secured Party may, in its sole discretion, provide this
Security Agreement or any other document executed pursuant hereto or in
connection herewith to any person or organization which is in any manner
involved with any or all of the Collateral. Secured Party shall be entitled
to notify the person in possession of the Collateral, or any other person
Secured Party deems appropriate, of the security interest herein granted
and to notify such person or entity to forward all documents and payments
with respect to the Collateral to Secured Party and otherwise, as Secured
Party deems appropriate.
IN TESTIMONY WHEREOF, witness the signature of the parties hereto, to be
effective the day, month and year first above written.
-----------------------------------------
XXXX X. XXXXX, M.D.
"SECURED PARTY"
-----------------------------------------
XXXXXXXX XXXXX, M.D.
"SECURED PARTY"
LIGHTTOUCH VEIN & LASER OF
LEXINGTON, INC., a Kentucky corporation
BY: _____________________________________
TITLE: __________________________________
"DEBTOR"
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EXHIBIT "A"
This property covered by this Financing Statement and/or Security Agreement
includes all of the Debtor's right, title and interest in, to and under the
following described property, whether now owned or hereafter acquired by the
Debtor, and whether now existing or hereafter created, arising, accruing,
incurred or entered into (all of which hereinafter collectively called the
"Collateral"):
1. Each and every "Account", as such term is defined in the Uniform Commercial
Code of the State of Kentucky, and in any event shall include, but not be
limited to, all of the Debtor's rights to payment for goods sold or leased or
services performed by the Debtor whether now in existence or arising from time
to time hereafter, including, without limitation, rights evidenced by an
account, accounts receivables, note, contract, security agreement, chattel
paper, or other evidence of indebtedness or security, whether or not such
right(s) to payment has been earned by performance, and whether or not such
right(s) to payment is evidenced by any document, instrument or chattel paper,
together with (a) all security pledged, assigned, hypothecated or granted to or
held by the Debtor to secure the foregoing, (b) all of the Debtor's right, title
and interest in and to any goods, the sale of which gave rise thereto, (c) all
guarantees, endorsements and indemnifications on, or of, any of the foregoing,
(d) all powers of attorney for the execution of any evidence of indebtedness or
security or other writing in connection therewith, (e) all books,
correspondence, credit files, records, ledger cards, invoices, and other papers
relating thereto, including, without limitation, all tapes, cards, computer runs
and other papers and documents in the possession or under the control of the
Debtor or any computer bureau from time to time acting for the Debtor, (f) all
evidences of the filing of financing statement and other statements and the
registration of other instruments in connection therewith and amendments
thereto, notices to other creditors or secured parties, and certificates from
filing or other registration officers, (g) all credit information, reports and
memoranda relating thereto, and (h) all other writings related in any way to the
foregoing; and
2. All "Chattel Paper", as such term is defined in the Uniform Commercial Code
in the state of Kentucky, in which Debtor now has or hereafter acquires any
rights and wherever located and, in any event, shall include a writing or
writings which evidence both a monetary obligation and a security interest in or
lease of specific goods; any returned, rejected or repossessed goods covered by
any such writing or writings and all proceeds (in any form including, without
limitation, accounts, contract rights, documents, chattel paper, instruments and
general intangibles) of such returned, rejected or repossessed goods.
3. All of the inventory of the Debtor of every type or description, now owned or
hereafter acquired and wherever located, whether raw, in process or finished,
all materials usable in processing the same and all documents of title covering
any inventory, including, but not limited to, work in process, materials used or
consumed in the Debtor's business, now owned or hereafter acquired or
manufactured by the Debtor and held for sale or lease or to be furnished under a
contract of service in the ordinary course of its business; all present and
future substitutions therefor, parts and accessories thereof and all additions
thereto; all proceeds thereof and products of such inventory in any form
whatsoever; specifically including all "inventory", as such term is defined in
the Uniform Commercial Code of the State of Kentucky; and
4. All "Instruments" of Debtor, as such term is defined in the Uniform
Commercial Code of the State of Kentucky and in Kentucky Revised Statutes
Subsection 355.9-105(1)(g), and shall include but not be limited to any and all
negotiable instruments (defined in Kentucky Revised Statutes Subsection
355.3-104) or certified securities (defined in Kentucky Revised Statutes
355.8-102) or any other writings which evidence a right to payment of money and
are not themselves security agreements or leases and are of the type which are
in the ordinary course of business transferred by delivery with any necessary
endorsement or assignment; and
5. All "Equipment", as such term is defined in the Uniform Commercial Code of
the State of Kentucky, now or hereafter owned or leased by the Debtor and, in
any event, shall include, but shall not be limited to, all machinery, tools,
equipment, office equipment, furniture, furnishings, fixtures, trade fixtures,
goods which
Page -1-
are to become fixtures, vehicles, motor vehicles, and any materials,
instructions, blueprints, computer software and similar items which relate to
the above, and any and all additions, substitutions and replacements of any of
the foregoing, wherever located, together with all improvements thereon and all
attachments, components, parts, equipment and accessories installed thereon or
affixed thereto (all of the foregoing in this section collectively, the
"Equipment"); and
6. All "General Intangibles", as such term is defined in the Uniform Commercial
Code of Kentucky and in Kentucky Revised Statutes Subsection 355.9-106, now or
hereafter owned by the Debtor and shall include, but not be limited to, all (a)
Marks, Patents and Copyrights (as such terms are hereinafter defined), (b)
goodwill of the Debtor's business symbolized by any of the foregoing, (c)
license rights, license agreements, leases, permits, franchises, patents,
computer software and customer lists, and (d) any rights to tax refunds to which
the Debtor is now or hereafter may be entitled; and
7. All trademarks, trademark registrations and trademark applications pending,
now held or hereafter acquired by the Debtor, including, without limitation,
registrations, recordings and applications in the United States Patent and
Trademark Office or any similar governmental agency in any foreign country
(which the Debtor has adopted and used and is using or hereafter acquires or
under which the Debtor is licensed), as well as all other trademarks, trade
names, fictitious business names, business names, company names, business
identifiers, prints, labels, trade styles and service marks not registered, and
trade dress, including logos and/or designs (all of the foregoing in this
section collectively, the "Marks") together with the registrations and right to
all renewals, reissues and extensions thereof, the goodwill of the business of
the Debtor symbolized by the Marks, and any and all causes of action which may
exist by reason of infringement or dilution thereof, or injury to the associated
goodwill with the right to xxx for and collect said damages and the right to
collect all royalties under any license agreements with respect to any such
Marks; and
8. All copyrights, copyright registrations and copyright applications now held
or hereafter acquired by the Debtor including, without limitation, any United
States copyright to which the Debtor now or hereafter has an interest as well as
any application for a United States copyright made by the Debtor (all of the
foregoing in this section collectively, the "Copyrights"), together with any
renewals, reissues and extensions thereof, and any and all causes of action
which may exist by reason of infringement thereof with the right to xxx for and
collect said damages and the right to collect all royalties under any license
agreements with respect to any such Copyrights; and
9. All letters patent and any patent registrations, and any patent applications
pending, including, without limitation, registrations, recordings and
applications registered or recorded in the United States Patent and Trademark
Office or any similar governmental agency in any foreign country (all of the
foregoing in this section collectively, the "Patents"), in respect of which the
Debtor possesses any rights whatsoever, together with any renewals, reissues,
continuations and extensions thereof, any and all causes of action which may
exist by reason of infringement thereof with the right to xxx for and collect
said damages and the right to collect all royalties under any license agreements
with respect to any such Patents; and
10. Each and every contract to which the Debtor is a party, is bound or is a
beneficiary or assignee, and all exhibits to such contracts and all other
instruments, agreements and documents executed and delivered with respect to
such contracts and all revenues, rentals, Proceeds (as hereinafter defined) and
other sums of money due and to become due thereunder from any of the foregoing,
as the same may be modified, supplemented or amended from time to time in
accordance with its terms, as well as all contracts to which the Debtor may
hereafter from time to time become a party, become bound, or become a
beneficiary or assignee (all of the foregoing in this section collectively the
"Contracts"), including, without limitation, (a) the leases relating to the
Inventory, the Equipment, any licenses, any personal property and assets in the
nature of personal property wheresoever situated to which the Debtor is a party
or is bound, as well as all renewals, substitutions and replacements therefor
and all other leases to which the Debtor may hereafter from time to time become
a party or become bound (collectively, the "Leases"), (b) (1) all payments due
and to become due under any Contract, whether as contractual obligations,
damages or otherwise; (2) all of the
Page -2-
Debtor's claims, rights, powers, or privileges and remedies under any Contract
and under any Lease and, to the extent permitted by the lessor under any such
Lease, the right to cure a default by Debtor under any such Lease; (3) all of
its rights under any Contract or under any Lease to make determinations, to
exercise any election (including, but not limited to, election of remedies) or
option or to give or receive any notice, consent, waiver or approval together
with full power and authority with respect to any Contract to demand, receive,
enforce, collect or receipt for any of the foregoing rights or any property the
subject of any of the Contracts, to enforce or execute any checks, or other
instruments or orders, to file any claims and to take any action which may be
necessary or advisable in connection with any of the foregoing and (c) all
contract rights thereunder; and
11. All amounts from time to time held in any checking, savings, deposit or
other account of the Debtor, which amounts are "cash collateral" as defined in
the U.S. Bankruptcy Code, 11 U.S.C. Section 363; and
12. All licenses and permits issued by any federal, state, municipal, or other
governmental department, commission, board, bureau, agency, court, tribunal or
other instrumentality, domestic or foreign, and any arbitrator; and
13. All computer programs of the Debtor, and all intellectual property rights
therein and all other proprietary information of the Debtor including, but not
limited to, trade secrets; and
14. All books, records, ledger cards, data processing records, computer software
and other property at any time evidencing or relating to any of the foregoing;
and
15. Without limiting the generality of the foregoing, all other personal
property, goods (including without limitation consumer goods), "farm
products","documents" (as such terms are defined in the Uniform Commercial Code
of the State of Kentucky), credits, claims, demands and assets of the Debtor,
whether now existing or hereafter acquired from time to time; and
16. All "Proceeds", as such term is defined in the Uniform Commercial Code of
the State of Kentucky, and in any event shall include, but not be limited to,
(a) any and all proceeds of any insurance, indemnity, warranty or guaranty
payable to Secured Party or the Debtor, from time to time, and claims for
insurance, indemnity, warranty or guaranty effected or held for the benefit of
the Debtor, with respect to any of the Collateral (as hereinafter defined), (b)
any and all payments (in any form whatsoever) made or due and payable to the
Debtor, from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Collateral by any
governmental authority (or any person acting under color of governmental
authority) and (c) any and all other amounts from time to time paid or payable
under or in connection with any of the Collateral (all of the foregoing in this
section 16, collectively, the "Proceeds"); and
17. Any and all additions and accessions to any of the foregoing, all
improvements thereto, all substitutions and replacements thereof and all
products and Proceeds thereof.
The undersigned confirms that this Exhibit is
part of a security agreement and financing
statement signed by it:
LIGHTTOUCH VEIN & LASER OF LEXINGTON,
INC.
a Kentucky corporation
BY: _____________________________________
TITLE: __________________________________
"DEBTOR"
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