SECURITY INTEREST AGREEMENT

Exhibit 10.4

ANNEX VI

TO

SECURITIES PURCHASE AGREEMENT

SECURITY INTEREST AGREEMENT

SECURITY INTEREST AGREEMENT (“Security Interest Agreement”), dated as of September     , 2009, by and among the persons set forth on Schedule 1 (each a “Secured Party” and collectively, the “Secured Parties”), OmniComm Systems, Inc., a Delaware corporation having its principal executive offices at 2101 W. Commercial Blvd., Suite 4000, Ft. Lauderdale, FL 33309 (the “Company” or the “Debtor”) and Gulf Pointe Capital, LLC, a                                  corporation and wholly-owned subsidiary of Aspen Opportunity Fund [a Secured Party], as agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “ Agent ” ).

RECITALS

A. Reference is made to (i) that certain Securities Purchase Agreement of even date herewith (the “Securities Purchase Agreement”) to which the Debtor and the Secured Parties are parties, and (ii) the Transaction Agreements, including, without limitation, the Debentures. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the relevant Transaction Agreements.

B. Pursuant to the Transaction Agreements, the Debtor has certain obligations to the Secured Parties (all such obligations, the “Obligations”), including, but not limited to, obligations pursuant to the Securities Purchase Agreement, the Debentures and the Warrants.

C. In order to induce each of the Secured Parties to execute and deliver the Transaction Agreements and to make the advances to the Debtor contemplated thereby, and as contemplated by the Securities Purchase Agreement and the Debenture, the Debtor has agreed to grant to the Secured Parties a security interest in the Collateral (as defined below) to secure the due and punctual fulfillment of the Obligations. The Secured Parties are willing to enter into the Securities Purchase Agreement and the other Transaction Agreements only upon receiving the Debtor’s execution of this Security Interest Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1 . Grant of Security Interest .

(a) In order to secure the due and punctual fulfillment of the Obligations, the Debtor hereby grants, conveys, transfers and assigns to the Agent, on behalf of the Secured Parties as hereinafter provided, a continuing security interest in the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all cash and non-cash proceeds and products thereof.

(b) For purposes of this Agreement, the following terms shall have the meanings indicated:

“COLLATERAL” is all right, title and interest of Debtor in and to all of the following, whether now owned or hereafter arising or acquired and wherever located: All assets of the Debtor, including, but not limited to: all personal and fixture property of every kind and nature, including without limitation all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts (including accounts receivable), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, Securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles); all Equipment; all Intellectual Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Debtor’s books relating to any and all of the above and includes, without limiting the generality of the above, the Securities and Equipment (and related Intellectual Property), if any, listed in Exhibit B and the Intellectual Property listed in the relevant Exhibits.

“CODE” is the Uniform Commercial Code, in effect in the State of New York as in effect from time to time.

“COPYRIGHTS” are all copyrights, copyright rights, applications or registrations and like protections in each work or authorship or derivative work, whether published or not (whether or not it is a trade secret) now or later existing, created, acquired or held.

“EQUIPMENT” has the meaning set forth in the Code and includes all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments in which Debtor has any interest.

“INTELLECTUAL PROPERTY” is all present and future (a) Copyrights, (b) trade secret rights, including all rights to unpatented inventions and know-how, and confidential information; (c) mask work or similar rights available for the protection of semiconductor chips; (d) Patents; (e) Trademarks; (f) computer software and computer software products; (g) designs and

design rights; (h) technology; (i) all claims for damages by way of past, present and future infringement of any of the rights included above; (j) all licenses or other rights to use any property or rights of a type described above; a schedule of Intellectual Property is provided in Exhibit C and a schedule of Intellectual Property applications is provided in Exhibit D, but such listing shall not limit the Secured Party’s interest in any other Intellectual Property or Intellectual Property applications.

“PATENTS” are patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

“SECURITIES” has the meaning ascribed to it in the Securities Act of 1933, as amended, and includes, but is not necessarily limited to, common stock, preferred stock, warrants, rights and other options, promissory notes or other instruments reflecting obligations of other entities; in furtherance of the foregoing, but not in limitation thereof, the term “Securities” specifically includes the securities listed in Exhibit B.

“TRADEMARKS” are trademarks, servicemarks, trade styles, and trade names, whether or not any of the foregoing are registered, and all applications to register and registrations of the same and like protections, and the entire goodwill of the business of Debtor connected with and symbolized by any such trademarks.

(c) The security interests granted pursuant to this Section (the “Security Interests”) are granted as security only and shall not subject the Agent or any of the Secured Parties to, or transfer or in any way affect or modify, any obligation or liability of the Debtor under any of the Collateral or any transaction which gave rise thereto.

(d) The term “Allocable Share” means, with respect to each Secured Party (if there is more than one Secured Party), as of the relevant date, the fraction equal to (i) the outstanding principal of the Debenture then held by such Secured Party, divided by (ii) the aggregate outstanding principal of the Debentures then held by all Secured Parties.

Section 2 . Filing; Further Assurances . The Debtor will, at its expense, cause to be searched the public records with respect to the Collateral and will execute, deliver, file and record (in such manner and form as each of the Secured Parties may require), or permit the Agent to file and record, as its attorney in fact, any financing statement, any carbon, photographic or other reproduction of a financing statement or this Security Interest Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Agent may request, in order to create, preserve, perfect or validate any Security Interest or to enable the Agent to exercise and enforce the rights hereunder with respect to any of the Collateral. The Debtor hereby appoints the Agent as Debtor’s attorney-in-fact to execute in the name and behalf of Debtor such additional financing statements as the Agent may request.

Section 3 . Representations and Warranties of Debtor . The Debtor hereby represents and warrants to the Agent and each Secured Party (a) that, except for the Permitted Liens (as defined below), the Debtor is, or to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbrance; (b) that except for such financing statements as may be described on Exhibit A attached hereto and made a part hereof, no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement; (c) that all additional information, representations and warranties contained in Exhibit B attached hereto and made a part hereof are true, accurate and complete on the date hereof, and (d) that the statements made in the Recitals of this Security Interest Agreement, which are deemed incorporated herein by reference, are true, accurate and complete.

Section 4 . Covenants of Debtor . The Debtor hereby covenants and agrees with the Agent and each Secured Party that (a) the Debtor will, at the Debtor’s sole cost and expense, defend the Collateral against all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party’s interest; (b) the Debtor will provide the Agent with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other than the address of Debtor set forth at the head of this Security Interest Agreement or as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled “Debtor Events of Default” below; (c) the Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) the Debtor will immediately notify the Agent of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) the Debtor will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor’s industry for the respective items included in the Collateral, such insurance to be payable to the Agent and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Agent, and Debtor shall furnish the Agent with certificates or other evidence satisfactory to the Agent of compliance with the foregoing insurance provisions; (f) the Debtor will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Agent, except in the ordinary course of business; (g) the Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, reasonable wear and tear excepted, and will not waste or destroy the Collateral or any part thereof; and (h) the Debtor will not use the Collateral in material violation of any statute or ordinance the violation of which could materially and adversely affect the Debtor’s business.

Section 5 . Records Relating To Collateral . The Debtor will keep its records concerning the Collateral at its offices designated in the caption of this Security Interest Agreement or at such other place or places of business of which the Agent shall have been notified in writing no less than ten (10) days prior thereto. The Debtor will hold and preserve such records and chattel paper and will permit the Agent at any time during normal business hours upon reasonable notice to examine and inspect the Collateral and to make abstracts from such records and chattel paper, and will furnish to the Agent such information and reports regarding the Collateral as the Agent may from time to time reasonably request.

Section 6 . General Authority . From and during the term of any Debtor Event of Default, the Debtor hereby appoints the Agent the Debtor’s lawful attorney, with full power of substitution, in the name of the Debtor, for the sole use and benefit of the Agent, but at the Debtor’s expense, to exercise, all or any of the following powers with respect to all or any of the Collateral:

(a) to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due;

(b) to receive, take, endorse, assign and deliver all checks, notes, drafts, documents and other negotiable and non-negotiable instruments and chattel paper taken or received by the Agent;

(c) to settle, compromise, prosecute or defend any action or proceeding with respect thereto;

(d) to sell, transfer, assign or otherwise deal in or with the same or the proceeds thereof or the related goods securing the Collateral, as fully and effectually as if the Agent were the sole and absolute owner thereof;

(e) to extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference thereto; and

(f) to discharge any taxes, liens, security interests or other encumbrances at any time placed thereon;

provided, that the Agent shall give the Debtor not less than ten (10) business days’ prior written notice of the time and place of any sale or other intended disposition of any of the Collateral.

The exercise by the Agent of, or the failure of the Agent to so exercise, any authority granted herein shall in no manner affect Debtor’s liability to the Agent or to the Secured Party, and provided, further, that the Agent shall be under no obligation or duty to exercise any of the powers hereby conferred upon it and it shall be without liability for any act or failure to act in connection with the collection of, or the preservation of, any rights under any of the Collateral, and the Agent shall not be required to proceed against any other person or entity who or which has guaranteed the performance of the Obligations or provided any security therefor before proceeding against Debtor or the Collateral.

Section 7 . Debtor Events of Default .

(a) The Debtor shall be in default under this Security Agreement upon the occurrence of any of the following events (each, a “Debtor Event of Default”):

(b) The Debtor hereby irrevocably agrees that, upon the occurrence of a Debtor Event of Default, the Debtor shall be deemed to have consented to an immediate conveyance and transfer to the Agent of the copyrights and all other rights the Debtor may have in the software included in the Collateral, including, but not necessarily limited to, the software identified in Exhibit B attached hereto. In furtherance of the foregoing, and not in limitation thereof, the Debtor will, upon the occurrence of a Debtor Event of Default, deliver to the Agent copies of the source code of the relevant software, with accompanying written assignment of the software to the Agent. Without limiting the foregoing, such source code and assignment shall be in form sufficient to enable the Agent to register the software in the Agent’s name with the Copyright Register. The Debtor hereby agrees to take all steps necessary or appropriate, as requested by the Agent, to effectuate and reflect such conveyance and transfer or assignment to the Agent. In all events, such conveyance, transfer or assignment shall be deemed to vest title in such software in the Agent.

(c) In furtherance of the foregoing and not in limitation thereof, the Debtor acknowledges and agrees that the Agent may, upon the occurrence of a Debtor Event of Default, seek the immediate entry of a preliminary injunction prohibiting the Debtor’s use of such software in any shape, way or manner, including, but not necessarily limited to, through the sale of products that use any of such software, and the Debtor hereby irrevocably agrees that it will not contest an application seeking entry of a preliminary injunction and that it will accept the entry of such injunction.

Section 8 . Remedies Upon Debtor Event of Default . If any Debtor Event of Default shall have occurred, then in addition to the provisions of Section 7 hereof, the Agent may exercise all the rights and remedies of a secured party under the Code. The Agent may require the Debtor to assemble all or any part of the Collateral and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient. The Agent shall give the Debtor ten (10) business days prior written notice of the Agent’s intention to make any public or private sale or sale at a broker’s board or on a securities exchange of the Collateral. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Agent, in its sole discretion, may determine. The Agent shall not be obligated to make any such sale pursu