SECURITY AGREEMENT

As security for the prompt payment when due of all amounts due under the Note (s), including any renewals, extensions and/or modifications thereof, together with all other existing and future liabilities and obligations of Debt­or to Bank, whether absolute or contingent, direct or indi­rect, of any nature whatsoever and out of whatever trans­actions arising, including the costs of Bank incurred in connection with this Agreement (hereinafter collectively

С. Л. Семко, В. В. Сдобников, С. Н. Чекунова

referred to as the «Obligations»), Debtor hereby grants to Bank a lien and security interest in and to all property of Debtor which at any time Bank shall have or have the right to have in its possession, or which is in transit to it, includ­ing, without limitation, any balance or share belonging to Debtor or any of them of any deposit, agency, trust, es­crow or other account or accounts with Bank and any oth­er amounts which may be owing from time to time by Bank to Debtor or any of them, which matured or unmatured. Said lien and security interest shall be independent of any right of set-off which Bank may have.

6. SECURITY

As additional security for the Obligations, Debtor agrees to execute and deliver to Bank such assignments, pledge and/or security agreements (the «Security Agreement (s)»), in the standard form (s) used by Bank from time to time, as are agreed to between Debtor and Bank, or as are required by Bank in its sole discretion, and Debtor agrees to be bound by its/their terms. The Security Agreement (s), whether one or more and to the extent not inconsist­ent with the terms hereof, are hereby incorporated herein as though set forth in full as an integral part hereof. Debtor agrees to execute such additional and substitution Securi­ty Agreement (s) as Bank shall, in its sole discretion, from time to time, request.

7. TERMINATION OF AGREEMENT

Bank's agreement to make additional Loan (s), if any, may be terminated by Bank's sole discretion, without no­tice to Debtor, unless otherwise expressly agreed to by Bank j in a separate agreement signed in writing, executed by a j duly authorized officer of Bank and no event of default I has occurred under such commitment by Bank. It is ex-1 pressly understood that Loan (s) made hereunder are pay- |

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able in accordance with the terms of the Note (s), and nothing contained herein shall in any way inhibit, modify or limit Bank's right and ability, in its sole discretion, to require payment thereon in accordance with the terms thereof. Notwithstanding anything to the contrary herein or in the Note (s), if the Note (s) are payable upon de­mand, Bank may make demand for payment thereof at any time.

Debtor may terminate this Agreement by paying and performing in full all of the Obligations, or by giving to Bank ten (10) days' written notice of termination. On the termi­nation date specified in such notice, or on any earlier date on which Bank may demand payment in full, all of the Ob­ligations shall become immediately due and payable.

Until all of the Obligations are satisfied in full, any ter­mination by Bank or Debtor shall not affect the liens and security interests granted to Bank and the duties, cove­nants and obligations of Debtor hereunder, and all of the terms, conditions and provisions hereof relating hereto shall continue to be fully operative until all the transactions en­tered into and the Obligations incurred hereunder have been fully satisfied, concluded and/or liquidated. Debtor further agrees that, to the extent Debtor makes a payment or payments to Bank, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, voidable or void, and are set aside and/or required to be repaid to a trustee, receiver or any other party under the Federal Bankruptcy Code, or any state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the Obligations or part thereof intended to be so satisfied in full or part shall be revived as of the date of such original payment and be continued in full force and effect, with interest thereon in accordance with the Note (s), as if pay­ment had never been made to Bank.

С. А. Семко, В. В. Сдобников, С. Н. Чекунова