MORTGAGE, ASSIGNMENT OF LEASES, RENTS, INCOME AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING

EXHIBIT 10.19

MORTGAGE, ASSIGNMENT OF LEASES, RENTS, INCOME
AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING


A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY
ALLOW THE LENDER (i.e., the MORTGAGEE) TO TAKE THE MORTGAGED PROPERTY AND
SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE
BORROWER (i.e., the MORTGAGOR UNDER THIS MORTGAGE).


THIS MORTGAGE, ASSIGNMENT OF LEASES, RENTS, INCOME AND PROFITS, SECURITY
AGREEMENT AND FIXTURE FILING (the "Mortgage") is executed actually and delivered
effective as of the 28th day of June, 2006, by and between AMS HEALTH
SCIENCES, INC., an Oklahoma corporation (referred to herein as the "Borrower"),
having a mailing address of 711 N.E. 39th, Oklahoma City, Oklahoma 73105, and
LAURUS MASTER FUND, LTD., a Cayman Island company (referred to herein as the
"Lender"), having a mailing address in care of Laurus Capital Management, LLC,
825 Third Avenue, 14th Floor, New York, New York County, NY 10022.

W I T N E S S E T H:

Borrower is justly indebted to Lender for the indebtedness and Obligations
(hereinafter defined);

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Borrower does hereby MORTGAGE, WARRANT, GRANT,
CONVEY AND ASSIGN to Lender, with power of sale, all right, title and interest
of Borrower in and to:

A. The real estate located in Oklahoma County, Oklahoma, described in
Exhibit A attached hereto and incorporated herein by this reference (the
"Land");

B. All right, title and interest of Borrower in all buildings, foundations,
structures and improvements now or hereafter located on or in the Land, and all
materials now or hereafter intended for construction, reconstruction, alteration
or repair thereof, all of which shall be deemed a part thereof immediately upon
being delivered to the Land (collectively, the "Improvements");

C. All right, title and interest of Borrower now and hereafter in and to
the streets and roads, opened or proposed, abutting the Land, all strips and
gores within or adjoining the Land, the air space and right to use the air space
above the Land, all rights of ingress and egress to and from the Land, all
easements, rights of way, reversions, remainders, hereditaments, and
appurtenances now or hereafter affecting the Land or the Improvements, all
royalties and rights and privileges appertaining to the use and enjoyment of the
Land or the Improvements, including all air, lateral support, alley, drainage,
water, riparian, oil, gas and mineral rights, options to purchase or lease, and
all other interests, estates or claims, in law or in equity, which Borrower now
has or hereafter may acquire in or with respect to the Land or the Improvements
(collectively, the "Appurtenances"; the Land, the Improvements and the
Appurtenances are hereinafter sometimes collectively referred to as the
"Premises");

D. All right, title and interest of Borrower in all fixtures, equipment
(including but not limited to office equipment, motors, elevators, radiators,
gas and electric ranges, refrigerators, freezers, and plumbing, heating,
lighting, ventilating, refrigerating, incinerating, air conditioning, central
energy, sprinklering and fire suppression, waste disposal and theft protection
equipment), fittings, furniture, furnishings (including, but not limited to
awnings, shades, screens, blinds and carpets), appliances, apparatus, and
machinery now existing or hereafter installed in the Premises, and all building
materials, supplies and equipment now existing or hereafter delivered to the
Premises and intended to be installed therein, and all renewals or replacements
of any of the foregoing property or articles in substitution thereof
(collectively, the "Equipment");

E. All right, title and interest of Borrower whether now existing or
hereafter acquired in, to and under all accounts, documents, instruments,
chattel paper, and general intangibles, as the foregoing terms are defined in
the Uniform Commercial Code in effect in the state in which the Land is located
(the "UCC"), that are derived from the Premises or Equipment, including, to the
extent assignable, all contract rights (including, without limitation, under
contracts with all contractors, architects, engineers or subcontractors relating
to the construction or renovation of the Improvements or Equipment, including
payment, performance and materialmen's bonds), franchises, books, records,
plans, specifications, permits, licenses, approvals, actions and causes of
action, which in the case of any of the foregoing now or hereafter relate to,
are derived from or used in connection with the Premises or Equipment or the
use, operation, maintenance, occupancy or enjoyment thereof or the conduct of
any business or activities thereon (collectively, the "Intangibles");

F. All right, title and interest of Borrower, whether now existing or
hereafter acquired and wherever located, in, to and under all leases, lettings,
tenancies and licenses of the Premises or Equipment or any part thereof now or
hereafter entered into and all amendments, extensions, renewals and guaranties
thereof, all security therefor, and all moneys payable thereunder (each a
"Lease" and collectively, the "Leases");

G. All rents, income, issues and profits, security deposits and other
benefits to which Borrower may now or hereafter be entitled from the Premises,
the Equipment or the Intangibles or under or in connection with the Leases,
including, without limitation, all income received from tenants, lessees,
licensees and concessionaires and other persons occupying space at the Premises
and/or rendering services to tenants thereat (collectively, the "Property
Income"); and

H. All proceeds, judgments, claims, compensation, awards of damages and
settlements with respect to or hereafter made as a result of or in lieu of any
condemnation or taking of the Premises and/or Equipment by eminent domain
(including severance and consequential damages and change in grade of streets)
or any casualty loss of or damage to any of the Premises, the Equipment, the
Intangibles, the Leases or the Property Income, all refunds with respect to the
payment of property taxes and assessments, and all other proceeds of the
conversion, voluntary or involuntary, of the Premises, the Equipment, the
Intangibles, the Leases or the Property Income, or any part thereof, into cash
or liquidated claims (collectively, the "Proceeds"; the Equipment, the
Intangibles, the Leases, the Property Income and the Proceeds are hereinafter
collectively referred to as the "Collateral"; the Premises and the Collateral
being hereinafter sometimes collectively referred to as the "Mortgaged
Property").

TO HAVE AND TO HOLD the Mortgaged Property with all the privileges and
appurtenances to the same belonging, and with the possession and right of
possession thereof, unto Lender, its successors and assigns forever, upon the
terms and conditions set forth herein. Further, Borrower hereby grants to Lender
and confers upon Lender the power to sell the Mortgaged Property and the
interests of Borrower and all persons having any interest by, through or under
Borrower in the manner provided in the "Oklahoma Power of Sale Mortgage
Foreclosure Act" (46 O.S. ss.ss. 40-48), as the same may be amended from time to
time (the "Power of Sale Act").

The foregoing grant is expressly SUBJECT TO the lien of that certain
Mortgage dated December ___, 2005 from Borrower, as mortgagor, to Farmers State
Bank, recorded in Book 9945 at Page 1903 in the office of the County Clerk of
Oklahoma County, Oklahoma, covering the land and improvements (the "Prior
Mortgage") and securing the payment of that certain Promissory Note dated
November 11, 2003 executed by Heartland Cup, Inc. and payable to Farmers State
Bank in the original principal amount of $650,000.000, as modified by that
certain Assumption Agreement dated November 7, 2005 by, between and among
Farmers State Bank, Heartland Cup, Inc. and Borrower (collectively, the "Prior
Note").

The foregoing grant is for the purpose of securing to Lender the following
(the "Obligations"):

A. The repayment of the indebtedness evidenced by Borrower's Secured
Convertible Term Note of even date herewith, in the original principal sum of
Two Million and No/100 Dollars ($2,000,000.00) with interest thereon at the rate
stated therein (the "Contract Rate") with the balance of the principal sum, if
not sooner paid, to be due and payable on ____________, 2009, and all
modifications, extensions, renewals, replacements and restatements therein
(collectively, the "Note"), the terms of which are incorporated herein as if set
forth in full;

B. The payment of all other sums, with interest at the Default Rate set
forth in the Note, advanced in accordance with this Mortgage to protect the
security of this Mortgage;

C. The payment of all future advances and any additional amounts, with
interest thereon, that may hereafter be loaned by Lender to Borrower, which
additional loans are evidenced by a promissory note or notes containing a
recitation that this Mortgage secures the payment of such note or notes;

D. The payment and performance of all obligations of Borrower arising from
and set forth in (i) that certain Securities Purchase Agreement between Lender
and Borrower, (ii) that certain Master Security Agreement between Lender and
Borrower, (iii) that certain Stock Pledge Agreement between Borrower, Lender and
AMS Manufacturing, Inc., an affiliate of Borrower, (iv) that certain Common
Stock Purchase Agreement between Borrower and lender, (v) that certain
Registration Rights Agreement between Borrower and Lender, (vi) that certain
Funds Escrow Agreement between Lender, Borrower and Loeb & Loeb, (vii) that
certain Grant of Security Interest in Patents and Trademarks between Lender and
Borrow; and (viii) that certain Stock Purchase Warrant between Lender and
Borrower, all dated of even date herewith (all of which, together with the Note
and this Mortgage and any other present or future agreement executed in
connection with the transactions reflected in this Mortgage, are sometimes
collectively called the "Loan Documents").

AND BORROWER COVENANTS AND WARRANTS lawful seizure of an indefeasible
estate in fee simple of the Mortgaged Property; that the same are free from all
encumbrances and liens whatsoever, except for (i) easements and restrictions of
record on the date hereof, none of which materially interfere with the use of
the Mortgaged Property for the operation thereof intended by Borrower, (ii) the
lien of ad valorem real estate taxes and any assessments for which payment is
not delinquent in either case, and (iii) any liens expressly permitted by the
express terms of the Loan Documents, and (iii) the Prior Mortgage (the
encumbrances and liens described in the foregoing subsections (i) - (iii) are
referred to collectively as the "Permitted Exceptions"); that Borrower has the
legal right, power and authority to encumber the Mortgaged Property pursuant to
this Mortgage, the execution and delivery and the performance of which will not,
either immediately or with notice and/or passage of time, violate any agreement
to which Borrower is a party or by which Borrower is bound; and that Borrower
and the successors in interest of Borrower will forever WARRANT AND DEFEND the
title to the Mortgaged Property and the lien and priority of this Mortgage
against the claims and demands of all persons whomsoever. All such covenants and
warranties shall run with the land.

Borrower additionally represents and warrants to Lender that:

A. Borrower is a validly existing corporation organized under the laws of
the State of Oklahoma and is duly qualified to do business in Oklahoma and in
all other jurisdictions in which qualification is necessary in order to conduct
the business and affairs of Borrower.

B. The Guarantor is a validly existing corporation organized under the laws
of the State of Oklahoma and is duly qualified to do business in Oklahoma and in
all other jurisdictions in which qualification is necessary in order to conduct
the business and affairs of Guarantor.

C. The execution, delivery and performance by Borrower of this Mortgage (i)
are authorized by all documents (organizational and otherwise), agreements and
stipulations limiting the activities of Borrower, (ii) do not require approval
of any governmental authority, (iii) will not violate any provision of law, any
order of any court or any governmental authority, or any indenture, agreement or
other instrument to which Borrower is a party or by which Borrower or any of the
property of Borrower is bound.

D. There is no action, suit or proceeding pending or threatened against or
affecting Borrower or Guarantor or involving the validity of enforceability of
this Mortgage, including before or by any governmental authority, and neither
Guarantor nor Borrower is in default with respect to any order, writ, judgment,
decree or demand of any court or other governmental authority except as
previously disclosed in writing by Borrower to Lender.

E. If applicable, the financial statements of each Borrower and Guarantor
most recently delivered to Lender (i) are complete and correct in all material
respects, (ii) accurately represent the financial condition of Borrower or
Guarantor, as the case may be, as of their date and (iii) disclose all of
Borrower's material liabilities, direct or contingent, as of such date. There
has been no Adverse Change in Financial Condition of Borrower or Guarantor since
the date of such financial statement. The term "Adverse Change in Financial
Condition" means a decrease of twenty percent (20%) or more in aggregate net
worth; insolvency; bankruptcy; or prospective failure to meet current
liabilities as they come due.

F. Borrower has the right to enter into this Mortgage, the execution and
performance of which will not, either immediately, or with notice and/or passage
of time, result in the creation or imposition of any encumbrance upon any of the
Mortgaged Property except as granted hereby.

G. Borrower has obtained and there remain in full force and effect all
licenses, permits, consents, approvals and authorizations necessary or
appropriate for the management and operation of the Improvements.

AND BORROWER, IN ORDER MORE FULLY TO PROTECT THE SECURITY OF THIS MORTGAGE,
COVENANTS AND AGREES AS FOLLOWS:

1. Obligations Secured. This Mortgage is granted to secure the payment and
performance of the Obligations strictly in accordance with the terms thereof in
each case.

2. Payment and Performance of Obligations. Principal of, interest on, and
all other indebtedness and sums constituted by the Obligations shall be paid at
the times and in the manner provided herein and in the other Loan Documents.

3. Payment of Taxes and other Impositions. Borrower shall keep the
Mortgaged Property free from statutory liens of every kind; shall pay, before
delinquency and before any penalty for nonpayment attaches thereto, all taxes,
assessments and governmental or municipal or public levies, fees, charges, fines
or impositions of any nature whatsoever (collectively, the "Impositions") which
are or may be levied or imposed against or in connection with the Mortgaged
Property or any part thereof, except when payment for such items has theretofore
been made under the Section of this Mortgage entitled "Monthly Installments of
Taxes and Insurance"; shall deliver to Lender, on or before ten (10) days after
request made by Lender therefor, receipted bills evidencing payment therefor.
Notwithstanding the foregoing, so long as no default, and no circumstance which,
with any required notice and/or opportunity to cure would constitute a default
under the Obligations is subsisting, Borrower shall have the right to contest
the validity of any Imposition by appropriate legal proceedings provided (i)
Borrower notifies Lender of Borrower's intention to contest the same prior to
commencing such contest, (ii) such contest shall preclude enforcement of
collection out of or pursuant to the sale of any of the Mortgaged Property in
satisfaction of any Imposition, (iii) Borrower shall furnish Lender with, at the
option of Lender, a bond or title insurance or other security for the Imposition
satisfactory to Lender in Lender's sole discretion, (iv) such contest shall not
otherwise create a failure on the part of Borrower to comply with any other
provision or condition of the Loan Documents, and (iv) upon a final and
nonappealable determination of the contest that is adverse to the Borrower,
Borrower shall pay the amount of the Imposition.

4. Monthly Installments of Taxes and Insurance. If requested by Lender at
any time (i) after the occurrence of an Event of Default as defined in the
Security and Purchase Agreement of even date herewith between Borrower and
certain co-borrowers and Lender (including after any applicable requirement for
notice and an opportunity to cure) in any of the Obligations or (ii) after
payment of taxes or insurance in respect of the Mortgaged Property have become
delinquent (whether or not thereafter cured), Borrower shall pay to Lender, in
addition to the amounts of principal and interest and any other sums due under
the terms of the applicable instruments evidencing the Obligations, monthly on
or before the first day of each calendar month, until the Obligations are paid
in full, the following:

A sum equal to all taxes, assessments and all other impositions next due on
the Mortgaged Property, all as estimated in good faith by Lender, plus the
premiums that will next become due and payable on policies of fire and
other insurance covering the Mortgaged Property and required under the
terms of this Mortgage, less all sums already paid therefor in each case,
divided by the number of complete calendar months to elapse prior to the
date when such taxes, assessments, impositions and premiums shall be due
and payable.

All such payments described in this Section shall be held by Lender without
accruing and without any obligation arising for the payment of interest thereon
and Borrower waives any right, to the extent permitted by law, to demand or
receive any interest, income or profits on any of the payments so deposited with
Lender. Lender is hereby granted a security interest in all such amounts as
collateral for the Obligations and such sums shall be subject to setoff by
Lender following any default by Borrower (including after any applicable
requirement for notice and/or opportunity to cure) under this Mortgage or the
other Obligations.

5. Utilities. Borrower shall pay or cause to be paid all charges in respect
of all water, sewer, electricity, natural gas, telecommunications and all other
utilities consumed on the Mortgaged Property prior to the date when the same
would become delinquent, and shall provide Lender promptly after request is made
by Lender therefor with copies of paid receipts in respect of all utility
charges assessed against the Mortgaged Property.

6. Liability Insurance. Borrower shall carry and maintain such liability
and indemnity insurance as in good faith may be required from time to time by
Lender in forms, amounts and with companies reasonably satisfactory to Lender.
Certificates of such insurance, premiums prepaid, naming Lender as an additional
insured, and copies of such policies, shall be deposited, if requested by
Lender, by Borrower with Lender and shall contain provision for not less than
ten (10) days' notice to Lender prior to any cancellation or modification
thereof.

7. Hazard Insurance. Borrower shall keep or cause to be kept all
Improvements and Equipment, whether now existing or hereafter erected on the
Mortgaged Property, insured as may be required from time to time by Lender
against loss or damage by fire, hazards included within the term "broad form
coverage", rent loss, flood (if required by law), and such other hazards,
casualties, liabilities and contingencies in such amounts (not exceeding the
replacement value thereof except in all events sufficient to keep Borrower from
becoming a co-insurer) and for such periods as may be required by Lender
consistent with reasonable and customary commercial practice with regard to
similar properties or as otherwise required in good faith by Lender, and shall
pay promptly, when due, any premiums on such insurance policies. Lender shall
not unreasonably withhold approval of a policy form acceptable to the holder of
the Prior Note and Prior Mortgage.

All insurance policies shall be carried with companies having a Best rating
of A- or better and approved by Lender and such policies shall name Lender as a
lender loss payee pursuant to a "standard Oklahoma mortgage" or "New York
mortgagee" clause. Evidence that such policies are in force shall be delivered
to Lender on or before ten (10) days after request by Lender therefor. All such
policies shall contain provision for at least ten (10) days notice to Lender
prior to any cancellation or modification thereof.

Borrower shall not carry separate insurance, concurrent in kind or form and
contributing, in the event of loss, with any insurance required hereunder. In
the event of a change in the use and nature of occupancy of the Mortgaged
Property, immediate notice thereof by mail shall be delivered to all insurers
and Lender.

In the event of loss, Borrower will give immediate notice by mail to
Lender. Borrower hereby authorizes Lender, at its option, to collect, adjust and
compromise any losses under any of the insurance policies aforesaid if such
actions are not taken by the holder of the Prior Note and Prior Mortgage
(provided Lender in so adjusting and compromising any such losses acts in good
faith and not in a manner which, under the circumstances, diminishes the
recovery thereunder by an unreasonable amount), and after deducting all costs of
collection to apply the proceeds of such insurance.

Provided that no Event of Default then exists and provided the proceeds of
such insurance are not applied by the holder of the Prior Mortgage to the
indebtedness secured by the Prior Note and are not made available for repair and
restoration pursuant to applicable provisions and procedures set forth in the
Prior Mortgage (together with any moneys which may be deposited by Borrower with
Lender for the purpose of repair or restoration of the Mortgaged Property
promptly upon Borrower's becoming aware of any deficiency between the amount of
such insurance proceeds and the amount necessary to restore the Mortgaged
Property as hereinafter provided in this sentence) are sufficient to restore the
Mortgaged Property to the same or better condition as existed immediately prior
to the loss, then the following procedure shall apply for restoration and repair
of the Mortgaged Property: Lender shall disburse the proceeds of the insurance
for the sole purpose of repairing and restoring the Mortgage Property. If the
cost of such repair and restoration is reasonably estimated by Lender to exceed
$150,000.00, such repair and restoration shall, at the option of Lender, be
under the supervision of an architect or engineer reasonably acceptable to
Lender, shall be made pursuant to plans and specifications submitted to Lender
prior to the commencement thereof, and which shall be subject to Lender's
approval and which proceeds shall be disbursed by Lender from time to time only
upon certification by the architect or engineer that all of the work theretofore
completed was done in compliance with the plans and specifications approved by
Lender, that the sum requested is justly required to reimburse Borrower for
payments by Borrower to persons performing such work, that the amount of the
remaining proceeds shall be sufficient to pay for the repairs and restoration
remaining to be completed pursuant to the approved plans and specifications, and
containing such other certifications as Lender reasonably may request.
Disbursements by Lender shall also be subject to such other conditions,
including but not limited to waivers of lien and title insurance coverage, as
Lender in good faith deems necessary or appropriate.

Any excess proceeds remaining after completion of restoration or repair
shall be the property of and released to Borrower. Any proceeds retained by
Lender pending completion of restoration or repair shall be deposited by Lender
into an interest bearing account or invested in short term governmental
obligations and all interest earned on such account or obligations shall be the
property of and released to Borrower upon completion of such restoration or
repair.

After the occurrence of and during the continuance of an Event of Default,
or if any of the other conditions described above to the proceeds being made
available for restoration or repair are not met, the proceeds shall be applied
as a reduction upon all of the Obligations secured hereby, in such order as
Lender may elect; with the balance of any proceeds remaining after the
disposition of the proceeds as aforesaid to be paid to Borrower.

Upon acquisition of the Mortgaged Property by Lender in the event of
foreclosure of this Mortgage, or other transfer of title to the Mortgaged
Property in extinguishment of all or part of the Obligations secured hereby, all
right, title and interest of Borrower in and to any insurance policies then in
force shall pass to the purchaser or grantee of said property.

8. Condemnation. Borrower shall give Lender immediate notice of the actual
or threatened commencement of any proceedings under eminent domain affecting all
or any part of the Mortgaged Property, including severance and consequential
damage and change in grade of streets, and will deliver to Lender copies of any
and all papers served in connection with any such proceedings. Subject to the
provisions of the Prior Mortgage relating to the application of awards or
payments arising from a condemnation, Borrower further covenants and agrees to
make, execute and deliver to Lender, at any time or times upon request of
Lender, free, clear and discharged of any encumbrances of any kind whatsoever
(except for the rights of the holder of the Prior Mortgage), any and all further
assignments and/or other instruments deemed necessary or appropriate by Lender
for the purpose of validly and sufficiently assigning all awards and other
compensation, heretofore and hereafter to be made to Borrower (including the
assignment of any award from the United States Government at any time after the
allowance of the claim therefor, the ascertainment of the amount thereof and the
issuance of the warranty for payment thereof) for any taking, either permanent
or temporary, under any such proceedings. In the event of a total or partial
taking of the Mortgaged Property, the proceeds shall be applied first to the
sums secured by the Prior Mortgage, secondly to the sums secured by this
Mortgage, with the excess, if any, paid to Borrower, except that if the taking
is a partial taking, then subject to the provisions of the Prior Mortgage
relating to the application of such proceeds, Lender may apply the proceeds, or
any part thereof, at Lender's option, to the restoration or repair of the
Mortgaged Property.

9. Alterations; Repairs; Waste, Compliance with Laws; Inspection. No
additional Improvements shall be constructed on the Land, and no existing
Improvements shall be materially altered, or removed or demolished without the
prior written consent of Lender in each case. No Equipment shall be severed or
removed without the prior written consent of Lender except that Borrower may
replace in the ordinary course of business any Equipment with other Equipment at
least equal in quality and condition to that replaced, provided such
replacements are free from any security interest in or encumbrance thereon or
reservation of title thereto except for the lien of this Mortgage and any other
encumbrance which may be permitted by the express terms of the Loan Documents.
Borrower shall permit, commit, or suffer no waste, impairment or deterioration
of the Mortgaged Property or any part thereof; shall keep and maintain the same
in good repair and condition, reasonable wear and tear excepted; shall effect
such repairs as Lender may reasonably require, and from time to time to make all
needful and proper replacements so that said Mortgaged Property will, at all
times, be in fit and proper condition for the respective purposes for which they
were erected or installed. Borrower shall comply with or require compliance with
all statutes, regulations, codes, orders, requirements or decrees relating to
the Mortgaged Property (including but not limited to the Americans with
Disabilities Act) by any federal, state or municipal authority and, without
lim