PLAIN ENGLISH INTELLECTUAL PROPERTY SECURITY AGREEMENT

This is a Plain English Intellectual Property Security Agreement (this “Agreement”) dated October __, 2009 by and between [COMPANY], a Delaware limited liability company and [COUNTERPARTY], a Delaware corporation.

The words “We”, “Us”, or “Our”, refer to the grantee, which is [COMPANY]. The words “You” or “Your” refers to the grantor, which is [COUNTERPARTY]and not any individual. The words “the Parties” refers to both [COMPANY] and [COUNTERPARTY]

The Parties have entered into a Plain English Growth Capital Loan and Security Agreement dated October __, 2009 (together with amendments, supplements, extensions and exhibits, collectively the "Loan Agreement"). Pursuant to the Loan Agreement, You have granted to Us a lien on and a security interest in, among other things, all the present and future rights, title, and interest that You may now have or hereafter acquire in all Patents, Trademarks, Copyrights, and applications for Patents, Trademarks and Copyrights.

In consideration for the mutual covenants and agreements contained in the Loan Agreement and this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. GRANT OF SECURITY INTEREST OF PATENTS

You grant to Us a lien upon and continuing security interest in all of Your right, title, and interest in, to and under all of the following (all of the following items of property collectively will be referred to as the “Intellectual Property Collateral”), whether now existing or hereafter arising or acquired:

all Patents, Patent Licenses, and Patent applications, including specifically those listed on the attached Schedule A, together with any reissues, divisions, continuations, renewals, extensions and continuations thereof;

all Trademarks, Trademark Licenses, and trademark applications, including specifically those listed on the attached Schedule B together with any renewals thereof;

all Copyrights, Copyright Licenses, and applications for Copyrights, including specifically those listed on the attached Schedule C;

the right to sue for past, present and future infringements of the foregoing and all rights corresponding thereto throughout the world and all re-issues, divisions continuations, renewals, extensions and continuations-in-part thereof; and

all Proceeds.

Notwithstanding anything to the contrary herein, the term “Intellectual Property Collateral” shall not include any “intent-to-use” trademark at any times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent to use” trademarks would adversely affect Your rights to such trademarks under to applicable law.