SECURITY AGREEMENT

This SECURITY AGREEMENT (“ Agreement ”) is entered into as of this 11th day of June 2009, made by and among Grove Power, Inc., a Florida corporation (“ Buyer ”), and RB Grove, Inc., a Florida corporation (“ Secured Party ”), with reference to the following facts:

A.          Pursuant to the Asset Purchase Agreement of even date herewith by and between Buyer, Secured Party and Thomas Piper (the “ APA ”), Secured Party has agreed to sell and Buyer has agreed to purchase certain assets and assume certain liabilities of Secured Party (the “ Assets ”).

B.           Pursuant to the APA and as partial purchase price for the Assets (as defined therein), Buyer has executed a Secured Promissory Note in the principal amount of $86,612.00 in favor of the Secured Party (the “ Note ”).

C.           Pursuant to the APA and Note, Buyer has agreed to grant Secured Party a security interest in Buyer’s rights and interests in and to the Assets n in order to secure Buyer’s payment of all amounts due under the Note.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which hereby is acknowledged, the parties hereto hereby represent, warrant, covenant and agree as follows:

1.             Creation of Security Interest .  The Buyer hereby pledges to Secured Party and grants to Secured Party a junior and subordinated security interest in and to  Buyer’s rights and interests in and to the Assets (collectively, the “ Collateral ”).

2.             Security for Obligations .  This Agreement and security interest granted herein secure the prompt payment of the amounts due under the Note. Following satisfaction and/or waiver of all obligations of Buyer under the Note, this Agreement and the security interest granted herein shall terminate and be of no further force or effect.

3.             Further Assurances .  The Buyer agrees that at any time, and from time to time, they will promptly execute, deliver and file or record all further financing statements, instruments and documents, and will take all further actions that may be necessary or desirable, or that Secured Party reasonably may request, at Secured Party’s expense, in order to perfect and protect the pledge or security interest granted hereby or to enable Secured Party to exercise and enforce Secured Party’s rights and remedies hereunder with respect to the Collateral and to preserve, protect and maintain the Collateral and the value thereof, including without limitation payment of all taxes, assessments and other charges imposed on or relating to the Collateral.  The Buyer hereby consents and agrees that the issuers of, or obligors on, the Collateral, or any registrar or transfer agent or trustee for any of the Collateral, shall be entitled to accept the provisions of this Agreement as conclusive evidence of the right of Secured Party to effect any transfer or exercise any right hereunder, notwithstanding any other notice or direction to the contrary heretofore or hereafter given by the Buyer or any other person to such issuers or such obligors or to any such registrar or transfer agent or trustee.   Secured Party agrees that, upon termination of the security interest granted herein, Secured Party shall terminate, or, alternatively, directs Buyer to terminate and consents to the termination of, any and all financing statements or other similar statements filed in connection with such security interest.

4.           Use of Collateral.   So long as no Event of Default (as hereinafter defined in Section 6) occurs and remains continuing, Buyer shall be entitled to exercise any and all rights pertaining to the Collateral, or any part thereof, for any purpose not inconsistent with the terms of this Agreement, including, without limitation, disposing of the Collateral in the ordinary course of business; provided, however, that the Buyer shall not exercise, or shall refrain from exercising, any such right if it would result in an Event of Default, or an event that with notice, lapse of time or both, would result in an Event of Default.

5.            Subordination, Transfer and Liens .

  5.1            Subordination .   The rights of the Secured Party and the Holder of the Note in and to the Collateral are hereby expressly subordinated to the prior payment in full of all of the Buyer’s and/or its Affiliates’ Senior Indebtedness, as hereinafter defined.  “ Senior Indebtedness ” shall mean the principal of and unpaid accrued interest on (i) all indebtedness, directly or indirectly, of the Buyer and/or its Affiliates to banks, insurance companies or other financial institutions regularly engaged in the business of lending money, which is for money borrowed by the Buyer and/or its Affiliates (whether or not secured), and (ii) any such indebtedness or any deb