COLLATERAL ASSIGNMENT OF LEASES AND RENTS

Exhibit 10.24

THIS ASSIGNMENT made the 13 ^th day of February, 2009, by FLOTATION TECHNOLOGIES, INC., a Maine corporation, having a mailing address of 20 Morin Street, Biddeford, Maine 04005, (hereinafter referred to as the "Assignor") to TD BANK, N.A., a corporation organized under the laws of the United States of America and having an address of One Portland Square, P.O. Box 9540, Portland, Maine 04112-9540 (hereinafter referred to as the "Assignee").

W I T N E S S E T H :

That the Assignor for One Dollar and other good and valuable consideration, receipt of which is hereby acknowledged, hereby grants, transfers and assigns to the Assignee the entire lessor's interest in and to any and all leases and tenancy at will agreements now in existence or subsequently entered into by the Assignor with reference to improvements on the real property covered by the Mortgage referred to herein (collectively the "Leases", which term as here and hereinafter used shall be construed to include the singular and plural thereof if the context so requires);

TOGETHER with all rents, income, profits and security deposits, if any, arising from said Leases, renewals and extensions thereof and together with all rents, income, profits and security deposits, if any, for the use and occupation of the premises described in said Leases or in the Mortgage hereinafter referred to and, all rents, income, profits, and security deposits, if any, arising from all Leases upon said premises which may be executed in the future during the term of this Assignment.  For purposes of this Assignment, rents, income and profits shall include, without limitation, (i) the right to receive and collect all rents, income, revenues, issues, profits, insurance proceeds, condemnation awards, moneys and security payable or receivable under said Leases or pursuant to any provisions thereof, (ii) the right to make all waivers and agreements, (iii) the right to give all notices, consents and releases, (iv) the right to take action upon the happening of a default under any Lease or by law or in equity, and (v) the right to do any and all other things whatsoever which Assignor or any lessor is or may be entitled to do under any Lease.

Assignor covenants and agrees that any and all future Leases, including amendments, extensions and renewals of existing and future Leases, of all or any part of the said premises shall require the approval of the Assignee to be effective, which approval shall not be unreasonably withheld, and provided that this paragraph shall not affect the rights or obligations of any third parties except at the option of Assignee.

THIS ASSIGNMENT shall constitute a second priority assignment, made for the purposes of securing the payment and performance of a certain Commercial Note dated February 13, 2009, given by Assignor to Assignee, in the original principal amount of $2,160,000.00 in accordance with all the terms and conditions of the Loan Documents as such term is defined in the Mortgage and Security Agreement from Assignor to Assignee, of even date and securing the above amount, to be recorded in the York County Registry of Deeds herewith (the "Mortgage"), on real property situated at 20 Morin Street, Biddeford, York County, Maine, and more particularly described in Schedule A attached hereto, which may include further advances or future obligations of Assignor to Assignee pursuant to Loan Documents hereafter executed by Assignor as described in paragraph 8 of the Mortgage.  Any such future obligations which are secured by the Mortgage shall also automatically be secured hereby.

THE ASSIGNOR WARRANTS that the Assignor is and shall be the sole owner of the entire lessor's interest in said Leases; that said Leases are and shall be valid and enforceable and have not been and will not be altered, modified or amended in any manner whatsoever except as herein set forth; that the lessees named therein are not and shall not be in default under any of the terms, covenants or conditions thereof; that no rent reserved in said Leases has been or shall be assigned or anticipated except as contemplated herein and that no rent for any period subsequent to the date of this Assignment has been or will be collected more than one month in advance of the time when the same became or becomes due under the terms of said Lease.

THE ASSIGNOR COVENANTS with the Assignee to observe and perform all the obligations imposed upon the lessor under said Leases and not to do or permit to be done anything to impair the security thereof; not to collect any of the rent, income and profits arising or accruing under said Leases or from the premises described in said Mortgage more than one month in advance of the time when the same shall become due; not to execute any other assignment of lessor's interest in said Leases or assignment of rent arising or accruing from said Leases or from the premises described in said Mortgage; not to subordinate any Lease to any mortgage or other encumbrance or permit, consent or agree to such subordination without the Assignee's prior written consent; not to alter, modify or change the terms of any Lease or give any consent or approval or exercise any option required or permitted by such terms without the prior written consent of the Assignee, or cancel or terminate any Lease or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the premises demised thereby or of any interest therein so as to effect directly or indirectly, proximately or remotely a merger of the estates and rights of, or a termination or diminution of the obligations of, lessee thereunder; not to waive or release any rights of lessor under any Lease; not to accept abandonment or vacation of any premises demised by any Lease; not to enter into any future lease of the real property which is the subject of the Mortgage without the prior written consent of the Assignee; not to alter, modify or change the terms of any guaranty of any Lease or cancel or terminate any such guaranty without the prior written consent of the Assignee; not to consent to any assignment of or subletting under any Lease, unless in accordance with its terms, without the prior written consent of the Assignee.  The Assignor further covenants and agrees that any of the foregoing acts referred to in this paragraph, if done without the prior written consent of the Assignee, shall be null and void.

The Assignor further covenants with the Assignee: to enforce all of the obligations of each lessee under the Leases; to exercise, in a manner satisfactory to the Assignee, any rights and remedies available to the Assignor or lessor under the Leases upon default by any lessee thereunder; to exercise any option available to the Assignor as lessor under the Leases at the request of the Assignee; and to execute such further and additional assignments and other instruments as the Assignee shall from time to time require to confirm or perfect its rights and remedies hereunder, including, without limitation, further confirmations of the assignment of any Lease to Assignee.

In the event the Assignor shall default in any of the obligations imposed upon lessor under any Lease, the Assignee shall have the right, but not the obligation to cure the same, and all expenses incurred by the Assignee in connection therewith shall become a debt of the Assignor secured hereby and by said Mortgage.

THIS ASSIGNMENT is made on the following terms, covenants and conditions:

1.           So long as there shall exist no default by the Assignor in the payment or performance of any of the Obligations (a "Default" hereunder), the Assignor shall have the right to collect not more than one month before the date provided for the payment thereof, all rents, income and profits arising under the Leases or from the premises described therein and to retain, use and enjoy the same.

2.           Upon or at any time after a Default, the Assignee without in any way waiving such Default may at its option without notice and without regard to the adequacy of the security for the principal sum, interest and indebtedness secured hereby and by said Note and Mortgage, either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, take possession of the premises described in the Leases and the Mortgage and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem proper, and either with or without taking possession of said premises or holding, managing, leasing and operating in its own name, demand, sue for or otherwise collect and receive all rents, income and profits of said premises, including those past due and unpaid with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee and to apply such rents, income and profits to the payment of:  (a) all expenses of managing the premises, including, without being limited thereto, the salaries, fees and wages of a managing agent and such other employees of the Assignee may deem necessary or desirable and all expenses of operating and maintaining the premises, including, without being limited thereto, all taxes, charges, claims, assessments, water rents, sewer rents and any other liens, and premiums for all insurance which the Assignee may deem necessary or desirable, and the cost of all alterations, renovations, repairs or replacements, and all expenses incident to taking a