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<br />b. dissolution, termination of existence, insolvency, business failure, appointment of a
<br />receiver of any part of the property of, assignment for the benefit of creditors by, or the
<br />commencement of any proceeding under any bankruptcy or insolvency law of, by or
<br />against DEBTOR; or
<br />c. the making or furnishing of any warranty, representation or statement to SECURED
<br />PARTY by or on behalf of DEBTOR which proves to have been false in any material
<br />respect when made or furnished.
<br />UPON SUCH DEFAULT and at any time thereafter, SECURED PARTY shall have the
<br />remedies of a secured party under Article 9 of the Colorado Uniform Commercial Code.
<br />SECURED PARTY may require DEBTOR to deliver or make the COLLATERAL available to SECURED
<br />PARTY at a place to be designated by SECURED PARTY, which is reasonably convenient to both
<br />parties. Expenses of retaking, holding, preparing for sale, selling or the like shall include
<br />SECURED PARTY'S reasonable attorney's fees and legal expenses.
<br />The SECURED PARTY shall give the DEBTOR written notice of any alleged default
<br />and an opportunity to cure within thirty (30) days of receipt of such notice before the DEBTOR
<br />shall be considered in default for purposes of this Security Agreement. No default shall be
<br />waived by SECURED PARTY except in writing, and no waiver by SECURED PARTY of any default
<br />shall operate as a waiver of any other default or of the same default on a future occasion. The
<br />taking of this securityagreement shall not waive or impair any other security SECURED PARTY
<br />may have or hereafter acquire for the payment of the above indebtedness, nor shall the taking
<br />of any such additional security waive or impair this security agreement; but SECURED PARTY
<br />shall retain its rights of set-off against DEBTOR. In the event court action is deemed necessary to
<br />enforce the terms and conditions set forth herein, said action shall only be brought in the District
<br />Court for the City and County of Denver, State of Colorado, and DEBTOR consents to venue and
<br />personal jurisdiction in said Court.
<br />All rights of SECURED PARTY hereunder shall inure to the benefit of its successors and
<br />assigns; and all promises and duties of DEBTOR shall bind its successors or assigns.
<br />
<br />,SEAL
<br />
<br />DEBTOR: Smart Brothers, Inc., a
<br />
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<br />
<br />, Austin Smart, President
<br />
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<br />'~~-:~'.:/..~"-c'~~'~~mart, Corporate Secretary
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<br />
<br />Page 2 of 2
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