CONSENT TO SECURITY SHARING ARRANGEMENT
This Consent to Security Sharing Arrangement ("Consent") dated as of May
__, 2007 is entered into by and among Swiss Medica, Inc., a Delaware corporation
(the "Company"), Double U Master Fund L.P. ("Double U").
WHEREAS, the Company and Double U are parties to Subscription Agreements
("Subscription Agreements") dated June 20, 2005, December 29, 2005, as amended
pursuant to a Modification Agreement dated June 8, 2006 ("Modification
Agreement"), and August 24, 2006 relating to aggregate investments by Double U
of $560,000, $250,000, and $594,000, respectively, of principal amount of
promissory notes of the Company convertible into shares of the Company's $.001
par value common stock ("Notes");
WHEREAS, the Company and Double U entered into Security Agreement in
connection with the Notes ("Security Agreement");
WHEREAS, Double U and the Company wish that Alpha Capital Anstelt
("Alpha") become a party to the Security Agreement in connection with their
proposed purchase of $250,000 in Company debt securities
NOW THEREFORE, in consideration of the mutual covenants and other
agreements contained in this Agreement, the Company and Double U hereby agree as
follows:
1. The Company and Double U consent to the inclusion of Alpha as a party
to the Security Agreement and that Alpha shall have all the rights, privileges
and obligations as a "Lender" (as defined in the Security Agreement), and that
the promissory notes issued to Alpha in the principal amount of approximately
$250,000 on or about this date shall be construed as a "Secured Note" (as
defined in the Security Agreement). Alpha and Double U shall share in the
security interest under the Security Agreement on a pari passu basis in
proportion to the principal amount of each party's Notes.
2. This Consent may be executed in two or more counterparts, all of which
when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered
to any other party, it being understood that all parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were an original
thereof.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Consent to Security Sharing Arrangement as of the date first written above.
Company: Double:
SWISS MEDICA INC. DOUBLE U MASTER FUND L.P.
By: By:
--------------------------------- ------------------------------------
Name: Name:
Title: Title:
