SECURITY AGREEMENT

Exhibit 10.22

SECURITY AGREEMENT

     This SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of the 31 ^st day of August, 2006, by DATATRAK INTERNATIONAL, INC., an Ohio corporation (“Borrower”), in favor of KEYBANK NATIONAL ASSOCIATION (“Lender”).

     1.  Recitals .

     Concurrently herewith Lender is establishing a Line of Credit, as hereinafter defined, pursuant to which Borrower may from time to time request loans, as hereinafter defined. Borrower desires that Lender grant the financial accommodations to Borrower pursuant to the Line of Credit. Borrower deems it to be in the direct pecuniary and business interests of Borrower that Borrower obtain from Lender the financial accommodations provided for under the Line of Credit.

     Borrower understands that Lender is willing to grant the financial accommodations provided for under the Line of Credit only upon certain terms and conditions, one of which is that Borrower grant to Lender a security interest in and a collateral assignment of the Collateral, as hereinafter defined, and this Agreement is being executed and delivered in consideration of each financial accommodation, if any, granted to Borrower by Lender and for other valuable consideration.

     2.  Definitions . Except as specifically defined herein, terms that are defined in the U.C.C. are used herein as so defined. As used in this Agreement, the following terms shall have the following meanings:

     “Account” shall mean all of Borrower’s accounts, as defined in the U.C.C.

     “Account Debtor” shall mean any Person obligated to pay all or any part of any Account in any manner and includes (without limitation) any guarantor thereof or other accommodation party therefor.

     “Advances” means, collectively, all loan advances made by Lender to Borrower, at the sole discretion and option of Lender, Borrower acknowledging that the Line of Credit relating to this Note is purely discretionary and Lender may, without prior notice to Borrower, refuse to honor any request by Borrower for borrowing hereunder; “Advance” means any of the Advances.

     “Cash Collateral Account” shall mean a commercial Deposit Account (if any) designated “cash collateral account” and maintained by Borrower with Lender, without liability by Lender to pay interest thereon, from which account Lender shall have the exclusive right to withdraw funds until all of the Obligations are paid in full.

     “Cash Security” shall mean all cash, instruments, Deposit Accounts, and other cash equivalents, whether matured or unmatured, whether collected or in the process of collection, upon which Borrower presently has or may hereafter have any claim, wherever located (including but not limited to any of the foregoing that are presently or may hereafter be existing or maintained with, issued by, drawn upon, or in the possession of Lender).

     “Collateral” shall mean all of Borrower’s existing and future (a) Accounts, (b) instruments, chattel paper and documents relating to Accounts, (c) letter-of-credit rights supporting Accounts, (d) general intangibles relating to Accounts, (e) funds now or hereafter on deposit in the Cash Collateral Account, if any, Cash Security, and (f) Proceeds of any of the foregoing.

     “Default Rate” means that floating rate per annum equal to two percent (2%) in excess of the Prime Rate from time to time in effect, which rate shall be immediately adjusted to correspond with each change in the Prime Rate.

     “Deposit Account” shall mean (a) a deposit account, as defined in the U.C.C., (b) any other deposit account, and (c) any demand, time, checking, savings, passbook or similar account maintained with a bank, savings and loan association, credit union, or similar organization, in each case into which proceeds of Collateral are deposited.

     “Event of Default” shall mean an event or condition that constitutes an Event of Default, as defined in Section 13.1 hereof.

     “Hedge Agreement” shall mean any currency swap or hedge agreement, interest rate swap, cap, collar or floor agreement, or other interest rate management device entered into by Borrower with Lender.

     “Line of Credit” shall mean the discretionary line of credit established by Lender for Borrower concurrently herewith, as such line of credit may from time to time be renewed, extended or increased, pursuant to which Borrower may request such Loans as Lender may be willing to grant.

     “Loan” shall mean any Advance, as defined in the Note.

     “Note” shall mean that certain Demand Master Promissory Note executed by Borrower evidencing Borrower’s obligations to repay the Loans, as such note may from time to time be amended, restated or otherwise modified or replaced, and any replacement or other promissory note executed in connection with the Line of Credit.

     “Obligations” shall mean, collectively, (a) all Advances, indebtedness and other obligations now owing or hereafter incurred by Borrower to Lender pursuant to the Line of Credit and the Note executed in connection therewith; (b) each renewal, extension, consolidation or refinancing of any of the foregoing, in whole or in part; (c) all interest from time to time accruing on any of the foregoing, and all fees and other amounts payable to Lender pursuant to the Line of Credit or the Note; (d) all obligations and liabilities of Borrower now existing or

hereafter incurred to Lender (or any affiliate of Lender) under, arising out of, or in connection with any Hedge Agreement; (e) every other liability, now or hereafter owing to Lender (or any affiliate of Lender) by Borrower or Borrower, and includes, without limitation, every liability, whether owing by only Borrower or Borrower or by Borrower or Borrower with one or more others in a several, joint or joint and several capacity, whether owing absolutely or contingently, whether created by note, overdraft, guaranty of payment or other contract or by quasi-contract, tort, statute or other operation of law, whether incurred directly to Lender (or any affiliate thereof) or acquired by Lender (or any affiliate thereof) by purchase, pledge or otherwise and whether participated to or from Lender (or any affiliate thereof) in whole or in part; and (f) all Related Expenses.

     “Prime Rate” means that interest rate established from time to time by Lender as Lender’s Prime Rate, whether or not such rate is publicly announced; the Prime Rate may not be the lowest interest rate charged by Lender for commercial or other extensions of credit. Each change in the Prime Rate shall be effective immediately from and after such change.

     “Proceeds” shall mean (a) proceeds, as defined in the U.C.C. and (b) whatever is received upon the sale, exchange, collection or other disposition of Collateral or proceeds, whether cash or non-cash. Cash proceeds include, without limitation, moneys, checks, and Deposit Accounts. Proceeds include, without limitation, any Account arising when the right to payment is earned under a contract right, any insurance payable by reason of loss or damage to the Collateral, and any return or unearned premium upon any cancellation of insurance. Except as expressly authorized in this Agreement or the Note, the right of Lender to Proceeds specifically set forth herein, or indicated in any financing statement, shall never constitute an express or implied authorization on the part of Lender to Borrower’s sale, exchange, collection, or other disposition of any or all of the Collateral.

     “Related Expenses” shall mean any and all costs, liabilities and expenses (including, without limitation, losses, damages, penalties, claims, actions, reasonable attorneys’ fees, legal expenses, judgments, suits and disbursements) (a) incurred by Lender or imposed upon or asserted against Lender, in any attempt by Lender to (i) obtain, preserve, perfect or enforce any security interest evidenced by this Agreement or the Note; (ii) obtain payment, performance or observance of any and all of the Obligations; or (iii) maintain, insure, audit, collect, preserve, repossess or dispose of any of the Collateral or any other collateral securing the Obligations, including, without limitation, costs and expenses for appraisals, assessments and audits of Borrower or any such collateral; or (b) incidental or related to (a) above, including, without limitation, interest thereupon, which shall bear interest until paid at the Default Rate, commencing ten days after an invoice has been provided to Borrower.

     “U.C.C.” shall mean the Uniform Commercial Code, as in effect from time to time in Ohio.

     “U.C.C. Financing Statement” shall mean a financing statement filed or to be filed in accordance with the Uniform Commercial Code, as in effect from time to time in the relevant state or states.

     3.  Security Interest . In consideration of and as security for the full and complete payment of all of the Obligations, Borrower hereby grants to Lender a security interest in and a collateral assignment of the Collateral.

     4.  Representations and Warranties . Borrower hereby represents and warrants to Lender as follows:

     4.1. Borrower is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and is duly qualified to do business in each state in which a failure to so qualify would have a material adverse effect on Borrower.

     4.2. Borrower has full power, authority and legal right to pledge the Collateral, to execute and deliver this Agreement, and to perform and observe the provisions hereof. The officers acting on Borrower’s behalf have been duly authorized to execute and deliver this Agreement. This Agreement is valid and binding upon Borrower in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, avoidance, bulk transfer, reorganization, moratorium or similar laws affecting the rights of creditors, the Lender generally, including any statutory or other laws regarding fraudulent conveyances or transfers and preferential transfers or bulk transfers and general principles of equity (regardless of whether considered in a proceeding in equity or at law).

     4.3. Neither the execution and delivery of this Agreement, nor the performance and observance of the provisions hereof, by Borrower will conflict with, or constitute a violation or default under, any provision of any applicable law or of any contract (including, without limitation, Borrower’s articles of incorporation and bylaws or of any other writing binding upon Borrower in any manner which conflict would reasonably be expected to have a material adverse effect on Borrower.

     4.4. Borrower is organized solely under the laws of the State of Ohio and has not continued existence from any other jurisdiction. Borrower has not changed its name during the last five years and has not conducted business under a trade or assumed name. Borrower’s chief executive office is set forth on Schedule 4.4 hereto. Borrower has places of business or maintains Collateral and its other assets at the locations set forth on Schedule 4.4 hereto.

     4.5. Borrower has furnished its most recent financial statements to Lender and such financial statements are true and complete in all material respects, have been prepared in accordance with generally accepted accounting principles, in a manner consistent with that used for the immediately preceding fiscal period, and fairly present Borrower’s financial condition as of the date of such financial statements and the results of Borrower’s operations for the period then ending. Since such date, there has been no material adverse change in Borrower’s financial condition, business and properties other than such changes, if any, as have been specifically disclosed to Lender in writing.

     4.6. At the execution and delivery hereof, (a) there is no U.C.C. Financing Statement outstanding covering the Collateral, or any part thereof, or any inventory of Borrower; (b) none of the Collateral or inventory of Borrower is subject to any security interest or lien of any kind;

(c) the Internal Revenue Service has not alleged the nonpayment or underpayment of any tax by Borrower or threatened in writing to make any assessment in respect thereof; (d) upon execution of this Agreement and the filing of the U.C.C. Financing Statements in connection herewith, Lender will have a valid and enforceable first security interest in the Collateral (to the extent perfection can be accomplished by such filing or action) that is the type in which a security interest may be created under the U.C.C. by the execution of a security agreement and perfected by the filing of a U.C.C. Financing Statement; and (e) Borrower has not entered into any contract or agreement that would prohibit Lender from acquiring a security interest, mortgage or other lien on, or a collateral assignment of, any of the property or assets of Borrower.

     4.7. Borrower has received consideration that is the reasonably equivalent value of the obligations and liabilities that Borrower has incurred to Lender. Borrower is not insolvent, as defined in any applicable state or federal statute, nor will Borrower be rendered insolvent by the execution and delivery of this Agreement to Lender or any other documents executed and delivered to Lender in connection herewith. Borrower has not engaged, nor is Borrower about to engage, in any business or transaction for which the assets retained by it are or will be an unreasonably small amount of capital, taking into consideration the obligations to Lender incurred hereunder. Borrower does not intend to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature.

     4.8. At the execution and delivery hereof, no Event of Default will exist.

     5.  Taxes and Other Borrower Obligations . Borrower shall pay in full (a) prior in each case to the date when penalties would attach, all taxes, assessments and governmental charges and levies (except only those so long as and to the extent that the same shall be contested in good faith by appropriate and timely proceedings and for which adequate reserves have been established in accordance with generally accepted accounting principles) for which Borrower may be or become liable or to which any or all of Borrower’s properties may be or become subject; (b) all of Borrower’s wage obligations to Borrower’s employees in compliance with the Fair Labor Standards Act (29 U.S.C. 206-207) or any comparable provisions; and (c) all of Borrower’s material obligations calling for the payment of money (except only those so long as and to the extent that the same shall be contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles) before such payment becomes over due.

     6.  Corporate Names and Location of Collateral . Borrower shall not (a) change its name, or (b) change its jurisdiction or form of organization or extend or continue its existence in or to any other jurisdiction (other than its jurisdiction of organization at the date of this Agreement) without giving Lender at least thirty (30) days prior written notice. Borrower shall also provide Lender with prior written notification of any change in Borrower’s chief executive office. In the event of any of the foregoing or if otherwise deemed appropriate by Lender, Lender is hereby authorized to file new U.C.C. Financing Statements describing the Collateral and otherwise in form and substance sufficient for recordation wherever necessary or appropriate, as determined in Lender’s sole discretion, to perfect or continue perfected the security interest of Lender in the Collateral. Borrower shall pay all filing and recording fees and taxes in connection with the filing or recordation of such U.C.C. Financing Statements and shall

promptly reimburse Lender therefor if Lender pays the same. Such amounts not so paid or reimbursed shall be Related Expenses hereunder.

     7.  Notice . Borrower shall give Lender prompt written notice if any Event of Default shall occur hereunder or if the Internal Revenue Service shall allege in writing the nonpayment or underpayment of any material tax by Borrower or threaten in writing to make any assessment in respect thereof.

     8.  Financial Records . Borrower shall (a) maintain at all times true and complete financial records and books of accounts in accordance with generally accepted accounting principles consistently applied and, without limiting the generality of the foregoing, prepare authentic invoices, for all of the Accounts; (b) render to Lender, forthwith upon each request of Lender, such financial statements of Borrower’s financial condition and operations, including but not limited to any reports filed by Borrower with the United States Securities and Exchange Commission, and such reports of the Accounts, as Lender may from time to time reasonably request; (c) give Lender prompt written notice whenever any Account Debtor shall become in default in any material manner or assert any material defense or offset (other than the ordinary course of business) and whenever any other event, omission, condition or thing having a material adverse effect on any material Account shall occur or arise; and (d) forward to Lender, upon reasonable request of Lender upon and during the continuance of an Event of Default, whenever made, (i) invoices, sales journals or other documents satisfactory to Lender that summarize the Accounts, certified by an officer of Borrower, (ii) within the time specified by Lender, an aging report of the Accounts then outstanding setting forth, in such form and detail and with such representations and warranties as Lender may from time to time reasonably require, the unpaid balances of all invoices billed respectively during that period and during each of the three next preceding periods, and certified by an officer of Borrower, and (iii) with respect to any other Collateral, such reports and other documents mat are reasonably satisfactory to Lender.

     9.  Transfers, Liens and Modifications Regarding Collateral . Borrower shall not, without Lender’s prior written consent, (a) sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or create, incur, or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Collateral, or any interest therein, or Proceeds, except for the lien and security interest provided for by this Agreement and any security agreement securing only Lender; or (b) enter into or assent to any amendment, compromise, extension, release or other modification of any kind of, or substitution for, any of the Accounts except, in each case, in the ordinary course of business of Borrower.

     10.  Collateral . Borrower shall:

     (a) at all reasonable times during normal business hours and upon prior written notice, allow Lender by or through any of its officers, agents, employees, attorneys or accountants to (i) examine, inspect and make extracts from Borrower’s books and other records, including, without limitation, the tax returns of Borrower, and (ii) upon and during the continuance of an Event of Default, arrange for verification of the Accounts, under reasonable procedures, directly with Account Debtors or by other methods;

     (b) promptly furnish to Lender, upon request, (i) additional statements and information with respect to the Collateral, and all writings and information relating to or evidencing any of the Accounts (including, without limitation, computer printouts or typewritten reports listing the mailing addresses of all present Account Debtors), and (ii) any other writings and information as Lender may request;

     (c) notify Lender in writing promptly upon the creation of any Accounts with respect to which the Account Debtor is the United States of America or any state, county, city or other governmental authority or any department, agency or instrumentality of any of them, or any foreign government or instrumentality thereof;

     (d) promptly notify Lender in writing of any information that Borrower has or may receive with respect to the Collateral that would reasonably be expected to materially and adversely affect the value thereof or the rights of Lender with respect thereto taken as a whole;

     (e) upon request of Lender, execute and deliver with a financial institution that holds deposits in the name of Borrower, a control agreement over such Deposit Account in favor of Lender, in form and substance satisfactory to Lender; and

     (f) upon request of Lender, promptly take such action and promptly make, execute, and deliver all such additional and further items, deeds, assurances, instruments and any other writings as Lender may from time to time reasonably deem necessary, including, without limitation, chattel paper, to carry into effect the intention of this Agreement or so as to completely vest in and ensure to Lender its rights hereunder and in or to the Collateral.

     11.  Collections and Receipt of Proceeds . Upon written notice to Borrower from Lender upon the occurrence and during the continuation of an Event of Default, a Cash Collateral Account shall be opened by Borrower at the main office of Lender and all such lawful collections of the Accounts and such Proceeds of the Accounts shall be remitted daily by Borrower to Lender in the form in which they are received by Borrower, either by mailing or by delivering such Proceeds to Lender, appropriately endorsed for deposit in the Cash Collateral Account. In the event that such notice is given to Borrower from Lender, Borrower shall not commingle such Proceeds with any of Borrower’s other funds or property, but shall hold such Proceeds separate and apart therefrom upon an express trust for Lender. In such case, Lender may, in its sole discretion, at any time and from time to time after the occurrence of an Event of Default, apply all or any portion of the account balance in the Cash Collateral Account as a credit against the Obligations. If any remittance shall be dishonored, or if, upon final payment, any claim with respect thereto shall be made against Lender on its warranties of collection, Lender may charge the amount of such item against the Cash Collateral Account or any other Deposit Account maintained by Borrower with Lender, and, in any event, retain the same and Borrower’s interest therein as additional security for the Obligations. Lender may, in its sole discretion, at any time and from time to time, release funds from the Cash Collateral Account to Borrower for use in Borrower’s business. The balance in the Cash Collateral Account may be withdrawn by Borrower upon termination of this Agreement and payment in full of all of the Obligations. At Lender’s request upon and during the continuance of an Event of Default, Borrower shall cause

all remittances representing Proceeds of Collateral to be mailed to a lock box at a location acceptable to Lender, to which Lender shall have access for the processing of such items in accordance with the provisions, terms, and conditions of Lender’s customary lock box agreement.

     12.  Collections and Receipt of Proceeds by Lender . Lender shall, at all times, have the right, but not the duty, upon and during the continuation of an Event of Default, to collect and enforce any or all of the Accounts as Lender may reasonably deem advisable and, if Lender shall at any time or times elect to do so in whole or in pa