SECURITY AGREEMENT AMENDMENT NO. 2
THIS SECURITY AGREEMENT AMENDMENT NO. 2 (this "Security Agreement Amendment
No. 2") is effective as of June 5, 2005, by and between Swiss Medica, Inc.,
a Delaware corporation (the "Debtor") and Strategic Equity Corp. (the
"Secured Party");
WHEREAS the:
1. Secured Party and the Debtor have executed a Security Agreement
dated December 6, 2004 to secure a loan of $600,000 dollars CAD
("Prior First Note");
2. Secured Party and the Debtor have executed a Security Amendment
Agreement dated December 7, 2004 to secure an additional loan of
$150,000 dollars USD ("Prior Second Note");
3. Secured Party and the Debtor have executed a Note Purchase Agreement
dated June 5, 2005 to secure a loan of $660,000 dollars CAD; and
4. Debtor has agreed to issue the $660,000 CAD note to the Secured
Party, and Secured Party has agreed to cancel the Prior First Note
and the Prior Second Note. The parties have agreed to amend the
Security Agreement, as amended, as follows:
NOW THEREFORE in consideration of the premises contained herein and other good
and valuable consideration the parties hereto agree:
1. The Security Agreement, as amended, will be further amended by
deleting Section 1 in its entirety and replacing it with the
following:
"1. Obligations Secured. The security interest granted by this
Security Agreement shall secure payment of all sums due to Secured
Party ("Secured Debt") under the Secured Promissory Note in the
principal amount of $660,000 CAD ("Note") issued by Debtor in favor
of Secured Party dated on or about June 5, 2005, as provided in that
certain Note Purchase Agreement (the "Purchase Agreement") entered
into between Debtor and Secured Party on or about June 5, 2005.
2. The Security Agreement, as amended, will be further amended by
deleting Section 2 in its entirety and replacing it with the
following:
"2. Grant of Security Interest. Debtor does hereby grant to Secured
Party a security interest in all of Debtor's Receivables (as defined
below) (the "Collateral"). The Debtor grants this security interest
as priority over any other parties that may seek similar security
from the Debtor until such time that the Note or any other sums due
to the Secured Party are repaid in full. "Debtor's Receivables"
shall mean all those accounts, receivables, chattel paper,
instruments, contract rights, documents, rights to payment and all
proceeds thereof arising out of the invoices or other agreements
from the sale of the Company's products or provision of the
Company's services."
3. The Security Agreement, as amended, will be further amended by
deleting Section 4 in its entirety and replacing it with the
following:
"4. Events of Default. Upon default by Debtor under the Note,
Secured Party may declare all amounts due under such note
immediately due and payable, and may exercise all rights granted to
secured parties under applicable law."
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/s/ /s/
______ / ______
Debtor Secured Party
IN WITNESS WHEREOF, the parties have caused Security Agreement Amendment NO. 2
to be duly executed and delivered by their proper and duly authorized officers
as of the date and year first written above.
SECURED PARTY: DEBTOR:
STRATEGIC EQUITY CORP. SWISS MEDICA, INC.
By:/s/ Xxxx Xxxxxxx By:/s/ Xxxxx X. Xxxxxxx
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Xxxx Xxxxxxx, Xxxxx X. Xxxxxxx,
Director Business Development Chief Executive Officer
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Debtor Secured Party
