EXHIBIT 10.20
GRANT OF SECURITY INTEREST
IN PATENTS AND TRADEMARKS
THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of June 28, 2006, is
executed by AMS Health Sciences, Inc., an Oklahoma corporation (the "Grantor")
in favor of Laurus Master Fund, Ltd. (the "Secured Party").
A. Pursuant to a Master Security Agreement dated as of the date hereof (as
amended, restated, supplemented or otherwise modified from time to time, the
"Security Agreement") among the Grantor, certain other Assignors (as defined in
the Security Agreement), and the Secured Party, the terms and provisions of
which are hereby incorporated herein as if fully set forth herein, the Grantor
and the other Assignors have granted a security interest to the Secured Party in
consideration of the Secured Party's agreement to provide financial
accommodations to AMS Health Sciences, Inc.
B. The Grantor (1) has adopted, used and is using the trademarks reflected
in the trademark registrations and trademark applications in the United States
Patent and Trademark Office more particularly described on Schedule 1 annexed
hereto as part hereof (the "Trademarks"), and (2) has registered or applied for
registration in the United States Patent and Trademark Office of the patents
more particularly described on Schedule 2 annexed hereto as part hereof (the
"Patents").
C. The Grantor wishes to confirm its grant to the Secured Party of a
security interest in all right, title and interest of the Grantor in and to the
Trademarks and Patents, and all proceeds thereof, together with the business as
well as the goodwill of the business symbolized by, or related or pertaining to,
the Trademarks, and the customer lists and records related to the Trademarks and
Patents and all causes of action which may exist by reason of infringement of
any of the Trademarks and Patents (collectively, the "T&P Collateral"), to
secure the payment, performance and observance of the Obligations (as that term
is defined in the Security Agreement).
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged:
1. The Grantor does hereby further grant to the Secured
Party a security interest in the T&P Collateral to secure the full and prompt
payment, performance and observance of the Obligations.
2. The Grantor agrees to
perform, so long as the Security Agreement is in effect, all acts deemed
necessary or desirable by the Secured Party to permit and assist it, at the
Grantor's expense, in obtaining and enforcing the Trademarks and Patents in any
and all countries. Such acts may include, but are not limited to, execution of
documents and assistance or cooperation in legal proceedings. The Grantor hereby
appoints the Secured Party as the Grantor's attorney-in-fact to execute and file
any and all agreements, instruments, documents and papers as the Secured Party
may determine to be necessary or desirable to evidence the Secured Party's
security interest in the Trademarks and Patents or any other element of the T&P
Collateral, all acts of such attorney-in-fact being hereby ratified and
confirmed.
3. The Grantor acknowledges and affirms that the rights and remedies
of the Secured Party with respect to the security interest in the T&P Collateral
granted hereby are more fully set forth in the Security Agreement and the rights
and remedies set forth herein are without prejudice to, and are in addition to,
those set forth in the Security Agreement. In the event that any provisions of
this Grant are deemed to conflict with the Security Agreement, the provisions of
the Security Agreement shall govern.
4. The Grantor hereby authorizes the
Secured Party to file all such financing statements or other instruments to the
extent required by the Uniform Commercial Code and agrees to execute all such
other documents, agreements and instruments as may be required or deemed
necessary by the Secured Party, in each case for purposes of affecting or
continuing Secured Party's security interest in the T&P Collateral.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed
as of the day and year first above written.
AMS HEALTH SCIENCES, INC.
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and CFO
LAURUS MASTER FUND, LTD.
By: /s/▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Director
SCHEDULE 1 TO GRANT OF SECURITY INTEREST
REGISTERED TRADEMA RKS AND TRADEMARK APPLICATIONS
[GRAPHIC OMITTED][GRAPHIC OMITTED]
SCHEDULE 2 TO GRANT OF SECURITY INTEREST
PATENTS AND PATENT APPLICATIONS
NONE
STATE OF ______________ )
) ss.:
COUNTY OF ____________ )
On this ____ day of _________, ____, before me personally came ________
________________ who, being by me duly sworn, did state as follows: that [s]he
is ______________ of [Insert Name of Grantor] that [s]he is authorized to
execute the foregoing Grant on behalf of said corporation and that [s]he did so
by authority of the [Board of Directors] of said corporation.
-------------------------
Notary Public
STATE OF ______________ )
) ss.:
COUNTY OF ____________ )
On this ____ day of _________, ____, before me personally came ________
_____________________ who, being by me duly sworn, did state as follows: that
[s]he is __________________ of Laurus Master Fund, Ltd., that [s]he is
authorized to execute the foregoing ▇▇▇▇▇ on behalf of said corporation and that
[s]he did so by authority of the Board of Directors of said corporation.
----------------------------
Notary Public
