THIRD PARTY SECURITY AGREEMENT

A.

All of Debtor’s present and future accounts, receivables, contract rights, rents, instruments, unearned insurance premiums, chattel paper, deposits, deposit accounts, documents, tax refunds, proceeds from insurance and condemnation relating to any of the property of Debtor in which Secured Party has a security interest, all forms of obligations whatsoever owing to Debtor together with all right, title, security and guaranties with respect to each receivable or obligation owed to Debtor (the “Accounts”);

B.

All of Debtor’s present and future inventory, wherever located, including, but not limited to all merchandise, raw materials, parts, supplies, work in process, and finished products, intended for sale, rent, or lease, and all packaging materials of every kind and description now or at any time hereafter owned by and in the custody or possession, actual or constructive, of Debtor, including such inventory as is temporarily out of custody or possession of Debtor and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing (the “Inventory”);

C.

All of Debtor’s present and future supplies, furniture, fixtures, machinery and equipment, wherever located, including, without limitation, data processing, computer equipment, software, computer software systems, office machinery, furniture, material handling equipment, conveyors, tools, attachments, accessories, automobiles, automotive equipment, trailers, trucks, forklifts, motor vehicles, and other equipment of every kind and nature, all whether now owned or hereafter acquired, and wherever situated, together with all additions and accessions thereto, replacements therefor, together with all maintenance and repair parts and supplies therefor, all substitutes for any of the foregoing and all manuals, drawings, instructions, warranties and rights with respect thereto, and all proceeds thereof, of whatever kind, including insurance proceeds and condensation awards (the “Equipment”);

D.

All of Debtor’s general intangibles and intellectual property wherever located, whether now owned or hereafter acquired, created or arising, including without limitation all choses in action, customer lists, business records, corporate or other business records, commercial tort claims, sales literature, name plates, catalogs, dealer contracts, supplier contracts, distributor agreements, confidential information, consulting agreements, engineering contracts, and such other assets as uniquely reflect the goodwill of the business of Debtor, applications for patents, patents, copyrights, trademarks, trade secrets, service marks, inventions, methods, processes, research and development, good will, trade names, customer lists, permits and franchises and Debtor’s name (the “General Intangibles and Intellectual Property”);

E.

All present and future cash, certificates of deposit, investment property, securities (whether certificated or uncertificated), security entitlements, securities accounts, commodity contracts, commodity accounts, membership interests, financial rights, governance rights, brokerage accounts, bank accounts, letters of credit, and all other assets of any type or nature; and

F.

All additions, accessions, increases, parts, fittings, accessories, replacements, substitutions, betterments, repairs and proceeds of or to any or all of the foregoing, including, without limitation, all insurance proceeds and condemnation awards.

2.1

Debtor is a Virginia corporation and will not change its state of incorporation without the prior written consent of the Secured Party.

2.2

The Collateral will be used solely for:  Business purposes.

2.3

Debtor’s chief executive office is located at ___________________________.

2.4

Debtor has (or will have at the time Debtor acquires rights in Collateral hereafter arising) absolute title to each item of Collateral free and clear of all security interests, liens, and encumbrances, except this Security Interest, and will defend the Collateral against all claims or demands of all persons other than Secured Party.  Debtor will not sell or otherwise dispose of the Collateral or any interest therein without the prior written consent of Secured Party.

2.5

Debtor will not permit any tangible Collateral to be located in any state (and, if county filing is required, in any county) in which a financing statement covering such Collateral is required to be, but has not in fact been, filed in order to perfect the Security Interest.

2.6

Each right to payment and each instrument, document, chattel paper, and other agreement constituting or evidencing Collateral is (or will be when arising or issued) the valid, genuine, and legally enforceable obligation, subject to no defense, no set-off, or counterclaim of the account debtors or other obligor named therein.  Debtor will neither agree to any material modification or amendment nor agree to any cancellation of any such obligation without Secured Party’s prior written consent, and will not subordinate any such right to payment to claims of other creditors of such account debtors or other obligor.

2.7

This Agreement has been duly and validly authorized by all necessary company action of Debtor.

2.8

Debtor will:

A.

Keep all tangible Collateral in good repair, working order, and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken, or defective parts thereof,

B.

Promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection, or continuance of the Security Interest;

C.

Keep all Collateral free and clear of all security interests, liens, and encumbrances except this Security Interest;

D.

At all reasonable times, permit Secured Party or its representative to examine or inspect any Collateral wherever located, and to examine, inspect, and copy Debtor’s books and records pertaining to the Collateral and its business and financial condition;

E.

Keep accurate and complete records pertaining to the Collateral and pertaining to Debtor’s business and financial condition and submit to Secured Party such periodic reports concerning the Collateral as Secured Party may from time to time reasonably request;

F.

Promptly notify Secured Party of material loss of or material damage to any Collateral or of any adverse change, known to Debtor, in the amount of Five Thousand and 00/100 Dollars ($5,000) or more;

G.

If Secured Party at any time so requests after the occurrence of an Event of Default, promptly deliver to Secured Party any instrument, document, or chattel paper constituting Collateral, duly endorsed or assigned by Debtor;

H.

At all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, and such other risks and in such amounts as Secured Party may reasonably request, with any loss payable to Secured Party to the extent of its interest;

I.

From time to time consent to the filing of financing statements in connection with the Collateral in order to perfect the Security Interest and execute such documents as may be required to have the Security Interest properly noted on a certificate of title, if applicable;

J.

Pay when due or reimburse Secured Party on demand for all costs of collection of any of the Obligations and all other out-of-pocket expenses (including in each case all attorneys’ fees) incurred by Secured Party in connection with the creation, perfection, satisfaction, protection, defense, or enforcement of the Security Interest or the creation, continuance, protection, defense, or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings;

K.

Execute, deliver, or endorse any and all instruments, documents, assignments, security agreemen