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2. COLLATERAL ASSIGNMENT OF TRADEMARKS, COPYRIGHTS AND PATENTS. To secure the prompt payment and performance of all of Borrower’s present and future indebtedness and Obligations to Lender (collectively, the “DEBT”) Borrower hereby grants to Lender a continuing security interest in, and, to the extent provided in SECTION 4 hereof, shall assign, transfer and convey, to the Lender all right, title and interest, in the United States and throughout the world, in, to and under the following (all of which are collectively called the “COLLATERAL”) whether now existing or hereafter created or acquired:
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ARTICLE VII.

SPECIAL PROVISIONS CONCERNING INTELLECTUAL PROPERTY.

Section 7.1. Intellectual Property. Each Grantor represents and warrants that as of the Closing Date and, thereafter, as of the most recent Reporting Date: (i) it is the true and lawful owner of the Trademarks listed on Schedule 3.8 and that said listed Trademarks constitute all the marks registered in the United States Patent and Trademark Office that such Grantor now owns; (ii) it is the true and lawful owner of all rights in the Patents listed on Schedule 3.8 and said Patents constitute all the United States patents and applications for United States patents that such Grantor now owns; and (iii) it is the true and lawful owner of all rights in the Copyright registrations listed on Schedule 3.8 and said Copyrights constitute all the registered United States copyrights that such Grantor now owns. Each Grantor further warrants that it is aware of no third party claim that any aspect of such Grantor’s present or contemplated business operations infringes or will infringe any Trademark, Patent or Copyright in a manner that could reasonably be expected to have a Material Adverse Effect.

Section 7.2. Collateral Assignments; Further Assurances. Upon request of the Collateral Agent whenever made, any Grantor shall promptly execute and deliver to the Collateral Agent such Collateral Assignment Agreements as the Collateral Agent shall request in connection with such Grantor’s owned Intellectual Property. Each Grantor agrees that it will take such action, and deliver such documents or instruments, as the Collateral Agent shall request in connection with the preparation, filing or registration and enforcement of any Collateral Assignment Agreement.

Section 7.3. Assignments. Each Grantor hereby agrees not to divest itself of any material right under or with respect to any Intellectual Property or Permit material to its business other than in the ordinary course of business, or if, in its reasonable business judgment, maintenance of such Intellectual Property or Permit is no longer desirable in the conduct of its business or as expressly permitted pursuant to the Credit Agreement absent prior written approval of the Collateral Agent.

Section 7.4. Infringements. Each Grantor agrees, promptly upon learning thereof, to notify the Collateral Agent in writing of the name and address of, and to furnish such pertinent information that may be available with respect to, any party who may be infringing or otherwise violating any of such Grantor’s rights in and to any Intellectual Property that has a Material Adverse Effect (any such Intellectual Property, “Significant Intellectual Property”), or with respect to any party claiming that such Grantor’s use of any Significant Intellectual Property violates any property right of that party, to the extent that such infringement or violation could reasonably be expected to have a Material Adverse Effect. Each Grantor further agrees, unless otherwise directed by the Collateral Agent, diligently to prosecute any Person infringing any Significant Intellectual Property in a manner consistent with its past practice and in the ordinary course of business.
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THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of November , 2006 by and between XYBERNAUT CORPORATION, a Delaware corporation (the “Borrower”), and EAST RIVER CAPITAL LLC, a Delaware limited liability company (the “Lender”).

RECITALS

A. The Borrower and Xybernaut Solutions, Inc., a Virginia corporation (“XSI”, and collectively with the Borrower, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) before the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division (the “Bankruptcy Court”).

B. The Lender has provided a secured revolving credit facility to the Debtors pursuant to the Existing Loan Documents (as hereinafter defined) in their jointly administered bankruptcy case, Case No. 05-12801 (the “Bankruptcy Case”).

C. The Plan of Reorganization (as hereinafter defined) has been confirmed in the Bankruptcy Case pursuant to the Confirmation Order (as hereinafter defined) and concurrently with the effectiveness of this Agreement, the Effective Date (as hereinafter defined) has occurred and pursuant to the Merger Documents (as hereinafter defined), XSI has merged into the Borrower with the Borrower being the surviving corporation.

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2.2.3 Revolving Loan Procedures

The Borrower may borrow under the Revolving Loan on any Business Day upon written request by the Borrower. The Borrower shall provide such written request (a “Loan Request”), together with telephonic notice thereof, to Lender on or before 12:00 noon at least three (3) Business Days prior to the requested date of such borrowing stating the amount requested and containing a certification of an authorized officer of the Borrower stating that no Default or Event of Default has then occurred and is continuing. Lender will advance the amount requested provided that (a) no Default or Event of Default has occurred and is continuing at the time the Loan Request is received and at the time the advance is made, (b) the aggregate principal amount outstanding under the Revolving Loan after giving effect to the requested advance does not exceed $375,000, and (c) all of the conditions precedent for advances set forth in this Agreement have been satisfied. Amounts repaid hereunder may be reborrowed on a revolving basis, subject to the terms and conditions of this Agreement. Each Loan Request must in a minimum amount of Fifty Thousand Dollars ($50,000).
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THIS SECOND AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF TRADEMARKS (SECURITY AGREEMENT) (this “Agreement”), dated August 22, 2007, is made among LERNCO, INC., a Delaware corporation (“Lernco”), and Jasmine Company, Inc., a Massachusetts corporation (“Jasmine” and together with Lernco, each individually a “Pledgeor” and collectively, “Pledgors”), each with offices at 450 West 33rd Street, New York, New York 10001, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, with an office at 1133 Avenue of the Americas, New York, New York 10036, in its capacity as agent (in such capacity, “Pledgee”), for the Lenders and Bank Product Providers (as defined in the Loan Agreement).

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NOW THEREFORE, for valuable consideration received and to be received, and as security for the full payment and performance of the Obligations (as defined in the Loan Agreement) arising from the Loan Agreement, and to induce Pledgee and the Lenders to make and continue to make loans and advances to the Borrowers under the Loan Agreement, Pledgors and Pledgee hereby amend and restate the Existing Security Agreement in its entirety as set forth in this Agreement and Pledgors hereby grant to Pledgee, for itself and the ratable benefit of the Lenders and Bank Product Providers, a security interest in:

(a) the Trademarks;

(b) all registrations of the Trademarks in any State of the United States and any foreign countries and localities;

(c) all tradenames, trademarks and trademark registrations hereafter adopted or acquired and used, including, but not limited to, those which are based upon or derived from the Trademarks or any variations thereof (the “Future Trademarks”);

(d) all extensions, renewals, and continuations of the Trademarks and Future Trademarks and the registrations referred to in clause (b) above;

(e) all rights to sue for past, present and future infringements of the Trademarks and Future Trademarks;

(f) all packaging, labeling, trade names, service marks, logos, and trade dress including or containing the Trademarks and Future Trademarks, or a representation thereof, or any variation thereof;

(g) all licenses and other agreements under which each Pledgor is licensor, but only to the extent that the grant of a security interest therein would not be prohibited by or be a breach of terms thereof, and all fees, rents, royalties, proceeds or monies thereunder, relating to the Trademarks and Future Trademarks and the use thereof; and

(h) all goodwill of each Pledgor’s business connected with, symbolized by or in any way related to the items set forth in clauses (a) through (g) above.
All of the foregoing items set forth in clauses (a) through (h) are hereinafter referred to collectively as the “Collateral.”
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THIS SECURITY AGREEMENT, dated as of December 28, 2007 (this “Agreement”), is entered into by Tribeca Lending Corp., a New York corporation (the “Borrower”), and each of the entities listed on the signature pages hereof as loan parties or that becomes a party hereto pursuant to Section 7.10 in favor of THE HUNTINGTON NATIONAL BANK (“Lender”), successor by merger to Sky Bank.

W i t n e s s e t h:

WHEREAS, Borrower and Lender have entered into that certain Master Credit and Security Agreement dated as of February 28, 2006 (as amended, restated, modified or supplemented from time to time, the “Master Credit Agreement”); and

WHEREAS, Borrower and Lender have entered into that certain Warehousing Credit and Security Agreement dated as of October 18, 2005 (as amended, restated, modified or supplemented from time to time, the “Flow Credit Agreement”); and

WHEREAS, as of even date herewith, the Borrower, each of the entities listed on the signature pages thereto, and Lender are executing and delivering that certain Forbearance Agreement and Amendment to Credit Agreements (as amended, restated, modified or supplemented from time to time, the “Forbearance Agreement”, and together with the the Master Credit Agreement, the Flow Credit Agreement, the “Credit Documents”); and

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ARTICLE II Grant of Security Interest

Section 2.1 Collateral

For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Loan Party or in which a Loan Party now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “Collateral”:

all Accounts and all rights to payment of monetary obligations, whether or not earned by performance, for property that has been or is to be sold, leased, licensed, assigned or otherwise disposed of, or for services rendered or to be rendered, to a government, state, or governmental unit; all Chattel Paper; all Deposit Accounts; any amounts or refunds received from or in connection with any taxing authority; all Documents; all Equipment; all General Intangibles (including, without limitation, all contractual rights arising under any purchase agreement or assignments relating to mortgage loans); all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights; all Vehicles; the Commercial Tort Claims described on Schedule 8 and on any supplement thereto received by Lender; all books and records pertaining to the other property described in this Section 2.1; all other goods and personal property of such Loan Party, whether tangible or intangible and wherever located; all property of any Loan Party held by Lender, including all property of every description, in the possession or custody of or in transit to Lender for any purpose, including safekeeping, collection or pledge, for the account of such Loan Party or as to which such Loan Party may have any right or power; and to the extent not otherwise included, all Proceeds.

Section 2.2 Grant of Security Interest in Collateral

Borrower and each other Loan Party, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, hereby collaterally assigns, mortgages, pledges and hypothecates to Lender, and grants (whether under the UCC or otherwise) to Lender a lien on and security interest in, and a collateral assignment of, all of its right, title and interest in, to and under the Collateral of such Loan Party; provided, however, that the foregoing grant of security interest shall not include a security interest in any Excluded Property; provided, further, that, if and when any property shall cease to be Excluded Property, Lender shall have, and at all times after the date hereof deemed to have had, a security interest in such property.
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Intellectual Property Security Agreement (this “Agreement” dated as of December 24, 2007, by and among Paradigm Medical Industries, Inc., a Delaware corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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“Software Intellectual Property” shall mean:

(a) all software programs (including all source code, object code and all related applications and data files), whether now owned, upgraded, enhanced, licensed or leased or hereafter acquired by the Company, above;

(b) all computers and electronic data processing hardware and firmware associated therewith;

(c) all documentation (including flow charts, logic diagrams, manuals, guides and specifications) with respect to such software, hardware and firmware described in the preceding clauses (a) and (b); and

(d) all rights with respect to all of the foregoing, including, without limitation, any and all upgrades, modifications, copyrights, licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications and substitutions, replacements, additions, or model conversions of any of the foregoing.
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5. New Patents, Trademarks and Copyrights. Borrower represents and warrants that the Patents, Trademarks, and Copyrights listed on Schedules A, B, and C, include all of the patents, patent applications, trademark registrations, trademark applications, service marks registrations, service mark applications, registered copyrights and copyright applications, now owned or held by Borrower. If, prior to the termination of this Agreement, Borrower shall (i) create or obtain rights to any new patents, trademarks, trademark registrations, trademark applications, trade names, trade styles, service marks, service marks registrations, or service mark applications, or (ii) become entitled to the benefit of any patent, trademark, trademark registration, trademark application, trade name, trade style, service mark, service mark registration, service mark application, the provisions of Section 1 above shall automatically apply thereto and Borrower shall give the Agent prompt written notice thereof. Borrower hereby authorizes the Agent to modify this Agreement by (a) amending Schedules A, B, and/or C, as the case may be, to include any future patents, trademark registrations, trademark applications, service mark registrations, service mark applications, registered copyrights and copyright applications that are Patents, Trademarks or Copyrights under Section 1 above, or under this Section 5 (whether or not any such notice from Borrower has been sent or received), and (b) filing, in addition to and not in substitution for this Agreement, a supplement or addendum to this Agreement containing on Schedule B therein, as the case may be, such registered trademarks, trademark applications, service marks, registered service marks and service mark applications that are Trademarks under Section 1 above or this Section 5 and to take any action the Agent otherwise deems appropriate to perfect or maintain the rights and interest of the Agent, for the benefit of the Lender, under this Agreement with respect to such Patents, Trademarks and Copyrights.

6. Nature and Continuation of Security Interest; Notice to Third Parties. This Agreement has the effect of giving third parties notice of the Agent’s Security Interest in Borrower’s Patents, Trademarks and Copyrights. This Agreement is made for collateral security purposes only. This Agreement shall create a continuing security interest in the Patents, Trademarks and Copyrights and shall remain in full force and effect until the liabilities and Obligations of the Borrower to the Lenders have been paid in full, including all obligations under the Purchase Agreement and the Transaction Documents (as defined in the Purchase Agreement).
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2. Debtor hereby confirms its previous grant to Secured Party under the Loan Agreement and the Exim Agreement, and any related agreements, of the Security Interest in all of Debtor’s property and other assets of every kind and nature, and does hereby grant to Secured Party, a continuing first-priority security interest on all of Debtor’s right, title, and interest in, to and under the property described in Schedule I, whether presently existing or hereafter created or acquired (collectively, the “Intellectual Property Collateral”).
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   (a) The Bank shall enter into Participant Agreements with the
         Participants identified therein in the form attached hereto as Exhibit
         B with such changes and modifications as shall be approved by the
         Distributor identified therein (the Distributor's execution of the
         Participant Agreement being conclusive as to its approval of any such
         changes and modifications), provided that no changes or modifications
         which adversely affect the Bank's rights or obligations shall be made
         without its consent, and in accordance with the terms and conditions of
         such Participant Agreements the Bank shall:

                            (i) Perform and facilitate the performance of
                  purchases and redemption of Creation Units;

                           (ii) Prepare and transmit by means of DTC's
                  book-entry system payments for dividends and distributions
                  declared by the Trust on behalf of the applicable Fund;

                          (iii) Maintain the record of the name and address of
                  the Shareholder and the number of Shares issued by the Funds
                  of the Trust and held by the Shareholder;

                           (iv) Record the issuance of Shares of the respective
                  Funds of the Trust and maintain a record of the total number
                  of Shares of the Funds of the Trust, and, which are
                  authorized, based upon data provided to it by the Trust. The
                  Bank shall have no obligation, when recording the issuance of
                  Shares, to monitor the issuance of such Shares or to take
                  cognizance of any laws relating to the issue or sale of such
                  Shares, which functions shall be the sole responsibility of
                  the Trust.

                            (v) Prepare and transmit to the Trust and the
                  Trust's administrator and to any applicable securities
                  exchange (as specified to the Bank by the administrator or by
                  the Trust) information with respect to purchases and
                  redemptions of Shares;

                           (vi) On days that the Trust may accept orders for
                  purchases or redemptions, calculate and transmit to the Bank
                  and the Trust's administrator the number of outstanding Shares
                  for each Fund;

                          (vii) On days that the Trust may accept orders for
                  purchases or redemptions (pursuant to the Participant
                  Agreement), transmit to the Bank, the Trust and DTC the amount
                  of Shares purchased on such day;

                         (viii) Confirm to DTC the number of Shares issued to
                  the Shareholder, as DTC may reasonably request;

                           (ix) Prepare and deliver other reports, information
                  and documents to DTC as DTC may reasonably request;

                                      -2-
<PAGE>

                            (x) Extend the voting rights to the Shareholder
                  and/or beneficial owners of Shares in accordance with the
                  policies and procedures of DTC for book-entry only securities;

                           (xi) Maintain those books and records of the Trust
                  specified by the Trust in Schedule A attached hereto;

                          (xii) Prepare a monthly report of all purchases and
                  redemptions during such month on a gross transaction basis.
                  The monthly report shall show the counterpart and amount of
                  each purchase on a daily basis net number of shares either
                  redeemed or created for such Business Day.

                         (xiii) Receive from the Distributor (as defined in the
                  Participant Agreement) purchase orders from Participants (as
                  defined in the Participant Agreement) for Creation Unit
                  aggregations of Shares received in good form and accepted by
                  or on behalf of the Trust by the Distributor, transmit
                  appropriate trade instructions to the National Securities
                  Clearance Corporation, if applicable, and pursuant to such
                  orders issue the appropriate number of Shares of the
                  applicable Fund and hold such Shares in the account of the
                  Shareholder for each of the respective Funds of the Trust; and

                          (xiv) Receive from the Participants (as defined in the
                  Participant Agreement) redemption requests, deliver the
                  appropriate documentation thereof to The Bank of New York as
                  custodian for the Trust, generate and transmit or cause to be
                  generated and transmitted confirmation of receipt of such
                  redemption requests to the Participants submitting the same;
                  transmit appropriate trade instructions to the National
                  Securities Clearance Corporation, if applicable, and redeem
                  the appropriate number of Creation Unit Aggregations of Shares
                  held in the account of the Shareholder.

                   (b) In addition to and neither in lieu nor in contravention
         of the services set forth in the above paragraph (a), the Bank shall:
         perform the customary services of a transfer agent and dividend
         disbursing agent including but not limited to: maintaining the account
         of the Shareholder, obtaining a list of DTC participants holding
         interests in the Global Certificate at the request of the Trust,
         mailing proxy materials, shareholder reports and prospectuses to the
         Shareholder or DTC participants or beneficial owners of Shares at the
         request of the Trust and those services set forth on Schedule A
         attached hereto.

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