AMENDMENT OF SECURITY AGREEMENT
This AMENDMENT OF SECURITY AGREEMENT {this "Agreement") is made and
entered into this 29th day of October, 1999, by and between MLFC Corporation, a
California corporation (hereinafter "Secured Party"), and SGI INTERNATIONAL, a
Utah corporation (hereinafter "SGI").
A. SGI and Secured Party previously entered into a Security Agreement
dated January 14, 1999 (the "Security Agreement"), pursuant to which SGI granted
secured Party a security interest in the Collateral to secure payment and
performance of the Obligations (as such terms are defined in the Security
Agreement).
B. The parties desire to terminate the Security Agreement as hereinafter
provided.
NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual premises herein contained, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto agree as
follows:
1. Termination of Security Agreement The Security Agreement shall
terminate, and neither SGI nor Secured Party shall have any further rights or
obligations thereunder, upon completion of the First Transfer contemplated by
that certain Agreement and Assignment between SGI and LFC Technologies LLC
executed concurrently herewith.
2. Effect of Amendment. Until the First Transfer has occurred, the
Security Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
SGI INTERNATIONAL, a Utah corporation
By /S/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx
Title: President and Chief Executive Officer
MLFC CORPORATION, a California corporation
By: /S/ XXXXXXXX XXXXXXX
Name: Xxxxxxxx Xxxxxxx
Title: President
