SECURITY AGREEMENT
This Security Agreement ("Agreement") is entered into this ____ day of
October, 1999, by and between Xxxxxxxxx Laboratories, Inc., a Delaware
corporation, ("Xxxxxxxxx"), and _________________________ ( "Secured Party").
RECITALS:
A. Pursuant to the Subscription Agreement for Shares of Common Stock
between Xxxxxxxxx and Secured Party dated October __, 1999 ("Subscription
Agreement"), Secured Party has made payment to Xxxxxxxxx in consideration for
the purchase of ______________________ shares of Xxxxxxxxx'x common stock, $.01
par value ("Shares").
B. Until such time as Xxxxxxxxx takes all necessary action to issue the
Shares, payment for the Shares is evidenced by a Convertible Note in the
principal amount of $___________________________("Note") dated as of the same
date hereof.
C. Until such time as Xxxxxxxxx takes all necessary action to issue the
Shares, Xxxxxxxxx has agreed to secure the payment of the Note by the grant of a
security interest in Xxxxxxxxx'x assets under the terms of this Agreement.
NOW THEREFORE, for good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the parties agree as follows:
1. Grant of Security Interest. (a) As collateral security for the prompt
payment in full when due of the Secured Obligations (hereinafter defined),
Xxxxxxxxx hereby grants, conveys, and assigns to Secured Party a security
interest in and to the Collateral (hereinafter defined). The security interest
in the Collateral is granted to secure and enforce the following (collectively,
the "Secured Obligations"):
(i) Payment of the Note in accordance with its terms; and
(ii) Performance of any and all of Xxxxxxxxx'x other obligations to
Secured Party under: (A) the Note, (B) this Agreement, and (C) any and all
renewals, extensions for any period, rearrangements or refinancings of the Note
or of any other obligations under the Note or this Agreement.
(b) A copy of this Agreement may be used as a financing statement.
2. Property. The following property (collectively, "Collateral") is subject
to the security interest herein granted:
(a) All Receivables of Xxxxxxxxx now owned or hereafter acquired or
arising, together with all customer lists, original books and records, ledger
and account cards, computer tapes, discs, printouts and records, whether now in
existence of hereafter created. "Receivables" means all rights of Xxxxxxxxx to
the payment of money, whether or not earned and howsoever evidenced or arising,
including (without limitation) all present and future "Accounts", accounts
receivable, "Chattel Paper", "Instruments," and rights to payment which are
"General Intangibles" (as those terms are used in the Uniform Commercial Code as
enacted in the State of Colorado ("Commercial Code")), all security therefor and
any goods represented by any of the foregoing including returned or repossessed
goods;
(b) All Inventory of Xxxxxxxxx, whether now owned or hereafter acquired and
wherever located. "Inventory" includes all Goods (as defined in Article 9 of the
Commercial Code) intended for sale or lease or to be furnished under contracts
of service, all raw materials and work in process therefor, all finished goods
thereof, all materials and supplies of every nature used or usable or consumed
or consumable in connection with the manufacture, packing, shipping,
advertising, selling, leasing or furnishing of such Goods, and all accessories
thereto and all documents of title therefor evidencing the same:
(c) All Equipment of Xxxxxxxxx, whether now owned or hereafter acquired and
wherever located. "Equipment" includes all of Xxxxxxxxx'x Goods other than
Inventory, all replacements and substitutions therefor and all accessions
thereto, and specifically includes, without limitation, all present and future
machinery, equipment, vehicles, manufacturing equipment, shop equipment, office
and record keeping equipment, furniture, fixtures, parts, tools and all other
Goods (except Inventory) used or acquired for use by Xxxxxxxxx for any business
or enterprise;
(d) All General Intangibles and Deposit Accounts (as defined in Article 9
of the Commercial Code) of Xxxxxxxxx, whether now owned or hereafter acquired,
including (without limitation) all present and future domestic and foreign
patents, patent applications, trademarks, trademark applications, copyrights,
trade names, trade secrets, patent and trademark licenses (whether Xxxxxxxxx is
licensor or licensee), shop drawings, engineering drawings, blueprints,
specifications, parts lists, manuals, operating instructions, customer and
supplier lists, licenses, permits, franchises, the right to use Xxxxxxxxx'x
corporate name and the goodwill of Xxxxxxxxx'x business;
(e) All Investment Property (as defined in the Commercial Code) including
but not limited to stock and other securities evidencing ownership of any other
organization, company or entity as well as all amendments, extensions, renewals
and replacements of the above, together with all certificates, other
instruments, options, rights, interest, and other distributions issued as an
addition to, in substitution or in exchange for, or on account of, the same, all
whether now existing or hereafter arising and whether now owned or hereafter
acquired; and
(f) All products and proceeds of any and all of the foregoing and all
products and proceeds of any other Collateral including the proceeds of any
insurance covering any of the Collateral, as well as all Deposit Accounts (as
defined in the Commercial Code), money, cash, and the like.
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3. Xxxxxxxxx'x Warranties, Representations, and Covenants. In addition to
any other warranties, representations, or covenants, Xxxxxxxxx warrants,
represents, and covenants that:
(a) It has the power and authority to enter into this Agreement, which
constitutes a legal, valid, and binding agreement enforceable against it in
accordance with its terms.
(b) It will not breach any other agreement or provision of law by entering
into or performing this Agreement.
(c) Upon Secured Party's reasonable request, Xxxxxxxxx shall take all
action and execute all documents necessary or appropriate to consummate and give
effect to this Agreement;
(d) Xxxxxxxxx shall not, without Secured Party's prior written consent,
which shall not be unreasonably withheld, create, incur, assume, or suffer to
exist any debt or other obligation for borrowed money other than current
accounts payable and similar current liabilities incurred in the ordinary course
of business from the date of this Agreement;
(e) Xxxxxxxxx shall use diligent efforts to protect and preserve the
Collateral, including to maintain in good standing, to enforce, and to not
breach, all existing and future contracts to which Xxxxxxxxx is a party; and
(f) Upon reasonable notice from Secured Party, it will permit Secured Party
or their representatives to inspect any of Xxxxxxxxx'x corporate books and
financial records and discuss with its officers its affairs, finances, and
accounts.
4. Power of Attorney. Xxxxxxxxx hereby appoints Secured Party as
attorney-in-fact and grants Secured Party a proxy to do, after and during the
continuance of an Event of Default (as herein defined), any act that Xxxxxxxxx
is obligated by this Agreement to do and to exercise any and all rights and
powers as Xxxxxxxxx might exercise with respect to the Collateral. This power of
attorney is a power coupled with an interest and shall be irrevocable until the
Secured Obligations are satisfied. Secured Party shall be under no duty to
exercise or withhold the exercise of any of the rights, powers, or privileges
expressly or implicitly granted to Secured Party in this Agreement, and shall
not be liable for any failure to do so or any delay in doing so. Secured Party
shall not be liable for any act or omission or for any error of judgment or any
mistake of fact or law in its individual capacity or in its capacity as
attorney-in-fact except acts or omissions resulting from its willful misconduct
or gross negligence. This power of attorney is conferred on the Secured Party to
protect, preserve, and realize upon its security interest in the Collateral.
5. Events of Default. Any one or more of the following events constitutes
an event of default ("Event of Default"):
(a) Xxxxxxxxx'x failure to pay on the due date any amount of principal or
interest owing under the Note.
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(b) The occurrence of a default, or of any event that with the giving of
notice or the passage of time could constitute a default, under any agreement of
Xxxxxxxxx evidencing an obligation of Xxxxxxxxx for borrowed money.
(c) A breach of or failure by Xxxxxxxxx to perform any of the terms of: (i)
the Note (other than the failure to make payment due under Note which payment is
the subject of subsection (a)), or(ii) this Agreement.
(d) Any levy, seizure, attachment, or similar legal service of or on the
Collateral not discharged by within ten (10) days, or any sale, transfer, or
disposition of any interest in the Collateral, other than in the ordinary course
of business, without Secured Party's prior written consent.
6. Remedies. (a) Upon the occurrence of any Event of Default, Secured Party
may in its sole discretion, with or without notice to Xxxxxxxxx and in addition
to all other rights and remedies at law or in equity:
(i) Declare the entire balance of the Note immediately due and
payable; and
(ii) Sell or otherwise dispose of the Collateral in accordance with
the terms hereof.
(b)(i) In addition to all other rights and remedies granted to Secured
Party in this Agreement and in any other agreement securing, evidencing, or
relating to the Secured Obligations, Secured Party shall have all of the rights
and remedies of a secured party under the Commercial Code Without limiting the
generality of the foregoing, Secured Party may:
(A) Without demand or notice to Xxxxxxxxx, collect, receive, or
take possession of the Collateral or any part thereof;
(B) Sell or otherwise dispose of the Collateral, or any part
thereof, in one or more parcels at public or private sale or sales, at Secured
Party's offices or elsewhere, for cash, on credit, or for future delivery; and
(C) Bid and become a purchaser at any sale free of any right or
equity of redemption of Xxxxxxxxx, which right or equity is hereby expressly
waived and released by Xxxxxxxxx.
(ii) Upon Secured Party's request, Xxxxxxxxx shall assemble
the Collateral and make it available to Secured Party at any place designated by
Secured Party that is reasonably convenient to Xxxxxxxxx and Secured Party.
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(iii) Secured Party shall have the right to determine the order in
which any or all of the Collateral shall be subjected to the remedies for which
this Agreement or the Note provide. Secured Party shall have the right to
determine the order in which any or all portions of the indebtedness secured by
this Agreement are satisfied from the proceeds realized upon the exercise of
such remedies. Xxxxxxxxx, any party who consents to this Agreement, and any
party who hereafter acquires a security interest in the Collateral and who has
actual or constructive notice of this Agreement, hereby waives any and all right
to require the marshaling of Collateral in connection with the exercise of any
of the remedies for which this Agreement or the Note provide.
(iv) Unless the Collateral threatens to decline speedily in value or
is of the type customarily sold on a recognized market, Secured Party shall give
Xxxxxxxxx reasonable notice of the time and place of any public sale or of the
time after which any private sale or other disposition of the Collateral is to
be made, and notice given at least ten (10) days before the time of the sale or
other disposition shall be conclusively presumed to be reasonable. Without
limiting what constitutes a sale of the Collateral in a reasonable manner, a
public sale in the following fashion shall be conclusively presumed to be
reasonable:
(A) Notice is given at least ten (10) days before the date of
sale by publication once in a newspaper of general circulation published in the
county in which the sale is to be held;
(B) The sale is held in a county in which the Collateral or any
part is located or in a county in which Xxxxxxxxx has its place of business;
(C) Payment is in cash or by certified check immediately
following the close of the sale;
(D) The sale is by auction, but need not be by a professional
auctioneer; and
(E) The Collateral is sold as is and without any preparation for
sale.
(v) Secured Party may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned. Xxxxxxxxx shall be liable for all expenses of retaking, holding,
preparing for sale, or the like, and all attorneys' fees and other expenses
incurred by Secured Party in connection with the collection of the Secured
Obligations and the enforcement of Secured Party's rights hereunder, all of
which expenses and fees shall constitute Secured Obligations.
(vi) Secured Party shall apply the Collateral against the Secured
Obligations in the following manner:
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(A) First, to Secured Party for any unpaid expenses owed to it by
Xxxxxxxxx under this Agreement or the Note;
(B) Second, for any unpaid interest owed to Secured Party by
Xxxxxxxxx under this Agreement or the Notes;
(C) Third, any surplus then remaining shall be paid to Secured
Party towards principal amounts owed to it by Xxxxxxxxx under this Agreement or
the Note; and
(D) Fourth, any surplus then remaining shall be paid to
Xxxxxxxxx.
(c) Secured Party may cause any or all of the Collateral held by it to
be transferred into Secured Party's name or the name or names of Secured Party's
nominee or nominees.
(d) Secured Party shall have no obligation to offer to sell the
Collateral. If Secured Party offers to sell the Collateral, it shall have no
obligation to consummate a sale of the Collateral if, in its reasonable business
judgment, none of the offers received by it reasonably approximates the
Collateral's fair value. If Secured Party elects not to sell the Collateral, it
may elect to follow the procedures set forth in the Commercial Code for
retaining the Collateral in satisfaction of Xxxxxxxxx'x obligation, subject to
Xxxxxxxxx'x rights under such procedures.
(f) Secured Party shall be entitled to the appointment of a receiver
for the Collateral as a matter of right regardless of whether the Collateral's
apparent value exceeds the outstanding principal amount of the Notes and any
receiver appointed may serve without bond. Employment by Secured Party shall not
disqualify a person from serving as receiver.
7. Obligations Absolute. Xxxxxxxxx'x obligations under this Agreement shall
be irrevocable, absolute and unconditional and shall not be released,
discharged, reduced, or in any way impaired by any circumstance whatsoever,
including, without limitation, any amendment, modification, extension, or
renewal of the Secured Obligations, or any other document or instrument
evidencing, securing, or otherwise relating to the Secured Obligations, or any
release, subordination, or impairment of Collateral, or any waiver, consent,
extension, indulgence, compromise, settlement, or other action or inaction in
respect of the Secured Obligations, or any other document or instrument
evidencing, securing, or otherwise relating to the Secured Obligations, or any
exercise or failure to exercise any right, remedy, power, or privilege in
respect of the Secured Obligations.
8. Insurance. Xxxxxxxxx shall have and maintain, or cause to be maintained,
insurance at all times with respect to all Collateral against such risks as
Secured Party may reasonably require, in such form, for such periods, and
written by such companies as may be satisfactory to Secured Party. All policies
of insurance shall have endorsed a loss payable clause acceptable to Secured
Party and such other endorsements as Secured Party may from time to time
request, and Xxxxxxxxx will promptly provide Secured Party with the original
policies or certificates of such insurance. Xxxxxxxxx shall promptly notify
Secured Party of any loss or damage that may occur to the Collateral. Secured
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Party is hereby authorized to make proof of loss if it is not made promptly by
Xxxxxxxxx. All proceeds of any insurance on the Collateral shall be held by
Secured Party as a part of the Collateral. Such proceeds shall be paid out from
time to time upon order of Xxxxxxxxx for the purpose of paying the reasonable
cost of repairing or restoring the property damaged. Any proceeds that have not
been so paid out within one hundred twenty (120) days following their receipt by
Secured Party shall be applied to the prepayment of principal on the Note. In
the event of failure to provide insurance as herein provided, Secured Party may,
at Secured Party's option, provide such insurance at Xxxxxxxxx'x expense.
9. Inspection; and Protection of Secured Party's Security. (a) Secured
Party may make or cause to be made reasonable entries upon and inspections of
Xxxxxxxxx'x premises to inspect the Collateral.
(b) If Xxxxxxxxx fails to perform its obligations under this Agreement or
the Note, or if any action or proceeding is commenced that affects the
Collateral or title thereto or the interest of Secured Party therein, including
insolvency or arrangements or proceedings involving a bankrupt or decedent, then
Secured Party, at its option, may make such appearance, disburse such sums, and
take such action as it deems necessary, in its sole discretion, to protect its
interest, including but not limited to (i) disbursement of attorneys' fees, (ii)
entry upon Xxxxxxxxx'x property to make repairs to the Collateral, and (iii)
procurement of satisfactory insurance. Any amounts disbursed by Secured Party
pursuant to this Section, with interest thereon, shall become additional
indebtedness of Xxxxxxxxx secured by this Agreement. Unless Xxxxxxxxx and
Secured Party agree to other terms of payment, such amounts shall be immediately
due and payable and shall bear interest from the date of disbursement at the
rate of eighteen percent (18%) per annum, be collected from Xxxxxxxxx under
applicable law. Nothing contained in this Section shall require Secured Party to
incur any expense or take any action.
10. Xxxxxxxxx and Lien Not Released. From time to time, Secured Party may,
at its option, without notice to Xxxxxxxxx or without Xxxxxxxxx'x consent, and
without liability on Secured Party's part, and notwithstanding Xxxxxxxxx'x
breach of any provision of this Agreement or the Note, extend the time for
payment of Xxxxxxxxx'x indebtedness or any part thereof, reduce the payments
thereon, release anyone liable on any of said indebtedness, accept a renewal
note or notes therefor, modify the terms and the time of payment of said
indebtedness, release from the lien of this Agreement any part of the
Collateral, take or release other or additional security, reconvey any part of
the Collateral, consent to any plan of or relating to the Collateral, and agree
in writing with Xxxxxxxxx to modify the rate of interest or period of
amortization of the Note or change the amount of any installments payable
thereunder. Any actions taken by Secured Party pursuant to this Section shall
not affect the obligation of Xxxxxxxxx to pay the sums secured by this Agreement
and to observe the covenants of Xxxxxxxxx contained herein, shall not affect the
guaranty of any person for payment of the indebtedness secured hereby, and shall
not affect the lien or priority of lien hereof on the Collateral. Xxxxxxxxx
shall pay Secured Party a reasonable service charge, together with such
attorneys' fees as may be incurred at Secured Party's option for any such action
if taken at Xxxxxxxxx'x request.
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11. Forbearance by Secured Party Not a Waiver. Any forbearance by Secured
Party in exercising any right or remedy hereunder, or otherwise afforded by law,
shall not be a waiver of or preclude the exercise of any right or remedy.
Secured Party's acceptance of payment of any sum secured by this Agreement after
the due date of such payment shall not be a waiver of Secured Party's right to
either require prompt payment when due of all other sums so secured or to
declare a default for failure to make prompt payment. The procurement of
insurance or the payment of taxes or other liens or charges by Secured Party
shall not be a waiver of its right to accelerate the maturity of the
indebtedness secured by this Agreement, nor shall Secured Party's receipt of any
awards, proceeds or damages as provided in this Agreement operate to cure or
waive Xxxxxxxxx'x default in payment of sums secured by this Agreement.
12. Uniform Commercial Code Security Agreement. This Agreement is intended
to be a security agreement pursuant to the Commercial Code for any of the items
specified above as part of the Collateral that, under applicable law, may be
subject to a security interest pursuant to the Commercial Code, and Xxxxxxxxx
hereby grants Secured Party a security interest in said Collateral. Secured
Party may file any appropriate document in the appropriate index as a financing
statement for any of the items specified above as part of the Collateral.
Xxxxxxxxx shall execute and deliver to Secured Party, upon its request, any
financing statements, as well as extensions, renewals and amendments thereof,
and reproductions of this Agreement in such form as Secured Party may require to
perfect a security interest with respect to said items. Xxxxxxxxx shall pay all
costs of filing such financing statements and any extensions, renewals,
amendments, and releases thereof, and shall pay all reasonable costs and
expenses of any record searches for financing statements Secured Party may
reasonably require. Consistent with but not as a limitation on Xxxxxxxxx'x
covenants under Section 3(b) and 3(h)(i), without Secured Party's prior written
consent, Xxxxxxxxx shall not create or suffer to be created any other security
interest in the Collateral, including replacements and additions thereto. Upon
the occurrence of an Event of Default, Secured Party shall have the remedies of
a secured party under the Commercial Code, and at Secured Party's option may
also invoke the other remedies for which this Agreement or the Note provide. In
exercising any of said remedies, Secured Party may proceed against any part of
the Collateral separately or together and in any order whatsoever, without in
any way affecting the availability of its remedies under the Commercial Code or
of the other remedies for which Agreement or the Note provide.
13. Acceleration in Event of Xxxxxxxxx'x Insolvency. If either:
(a) Xxxxxxxxx voluntarily files a petition under the federal Bankruptcy
Act, as such Act may from time to time be amended, or under any similar or
successor federal statute relating to bankruptcy, insolvency, arrangements or
reorganizations, or under any state bankruptcy or insolvency act, or files an
answer in an involuntary proceeding admitting insolvency or inability to pay
debts, or if Xxxxxxxxx shall be adjudged a bankrupt,
(b) A trustee or receiver is appointed for Xxxxxxxxx'x property,
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(c) Any of the Collateral becomes subject to the jurisdiction of a federal
bankruptcy court or similar state court,
(d) Xxxxxxxxx makes an assignment for the benefit of its creditors, or
(e) There is an attachment, receivership, execution or other judicial
seizure of any of the Collateral,
then Secured Party may, at its option, declare all sums secured by this
Agreement to be immediately due and payable without prior notice to Xxxxxxxxx,
and Secured Party may invoke any remedies permitted by this Agreement. Any
attorneys' fees and other expenses incurred by Secured Party in connection with
Xxxxxxxxx'x bankruptcy or any of the other events described in this Section
shall be additional indebtedness of Xxxxxxxxx secured by this Agreement.
14. Notices. All notices, demands or communications ("Notices") under this
Agreement shall be in writing and shall be addressed to the party as set forth
below. All Notices shall be given by: (i) personal delivery, (ii) electronic
communication, provided the transmitting device used by the party provides
documentary confirmation of receipt, (iii) certified mail return receipt
requested, or (iv) a nationally recognized overnight courier service. All
Notices shall be effective and shall be deemed delivered (i) if by personal
delivery or by overnight courier, on the date of delivery if delivered on or
before 4:30 p.m. on such day; otherwise, it shall be deemed to have been
delivered on the next business day following delivery, (ii) if by electronic
communication, on the day of receipt unless received after 4:30 p.m., in which
event it shall be deemed to have been received on the next business day
following receipt of the electronic communication, and (iii) if solely by mail,
on the first to occur or actual receipt or the third business day following the
date of posting (as evidenced by the postal receipt for the posting). A party
may change its address by Notice to the other party.
If to Secured Party:
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Telephone No.:
Telecopier No.:
If to Xxxxxxxxx:
Xxxxxxxxx Laboratories, Inc.
00000X. 0xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention:
Telephone No: (000) 000-0000
Telecopier No.: (000) 000-0000
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15. Further Assurances. Without further consideration, each party shall
take such further actions and execute such further documents as may be
reasonably requested by the other party in order to effectuate the purpose and
intent of this Agreement.
16. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the Laws of Colorado, except to the extent its laws would
otherwise apply the laws of another jurisdiction.
17. Entire Agreement; Successors and Assigns; Amendment and Waiver. This
Agreement contains the entire understanding of the parties and supersedes all
prior agreements and understandings between the parties relating to the subject
matter hereof. No amendment or modification to this Agreement shall be effective
unless be in writing and signed by all parties. No waiver by a party of any
breach by any other party of any provision of this Agreement shall be deemed a
waiver of any preceding or succeeding breach of the same or any other provisions
hereof. No such waiver shall be effective unless in writing and then only to the
extent expressly set forth in writing.
18. Other Remedies. Regardless of whether or not provided in other Sections
hereof, no right or remedy expressly conferred herein shall be exclusive of any
other right or remedy now or hereafter available at law or in equity. No
provision of this Agreement regarding remedies shall be construed as a
limitation on the nature of the remedies to which a party may be entitled with
respect to a breach of other provisions of this Agreement.
19. Section and Other Headings; Pronouns; and Construction. The section and
other headings contained in this Agreement are for reference only and have no
legal significance. The use of pronouns is generic and they shall mean any
gender as appropriate. The terms "include" or "including," or similar
terminology, shall be construed as meaning without limitation as to the nature
or scope of the referenced matters. This Agreement shall be deemed to have been
drafted by both parties, and therefore the rule against construing ambiguities
against the party drafting a contract shall be inapplicable to this Agreement.
20. Severability. If any provision of this Agreement is held to be invalid
or unenforceable in whole or in part in any jurisdiction, such provision, only
to the extent invalid or unenforceable, shall be severable from this Agreement,
and the other provisions of this Agreement (along with the provision at issue,
to the extent that it would be valid and enforceable, and such provision shall
be deemed to be so reformed) shall remain in full force and effect in such
jurisdiction and the remaining provisions hereof shall be liberally construed to
carry out the purpose and intent of this Agreement. The invalidity or
unenforceability, in whole or in part, of any provision of this Agreement in any
jurisdiction shall not affect the validity or enforceability of such provision
in any other jurisdiction, nor shall the invalidity or unenforceability of any
provision of this Agreement with respect to any person or entity affect the
validity or enforceability of such provision with respect to any other person or
entity.
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21. Assignment. Secured Party may at any time and from time to time assign
its rights and obligations under this Agreement and the Collateral and any
portion of the Collateral. In each case, the assignee shall be entitled to all
of the rights and remedies of Secured Party under this Agreement in relation
thereto.
22. Attorney's Fees. If a suit or action is brought by Secured Party under
this Agreement to enforce any of its terms, Secured Party shall be entitled to
reasonable attorneys fees.
23. Termination. Upon the full performance and the full and irrevocable
payment of the Secured Obligations, this Agreement shall terminate.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
SECURED PARTY:
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XXXXXXXXX:
XXXXXXXXX LABORATORIES, INC.
By:
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Its:
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