1. 04.09.2010 Model Intellectual Property Security Agreement

2. Collection (106 IPSAs) Process –Outline –Clause Library Template –Core Models –Structure (similarities and differences) –Clauses (standard, common and optional) Next Steps –Identify model characteristics –Identify clause weighting –Propose draft models Agenda

3. Source: EDGAR Number of Agreements: 106 –COPYRIGHT SECURITY AGREEMENT (7) –GUARANTOR TRADEMARK SECURITY AGREEMENT (1) –INTELLECTUAL PROPERTY SECURITY AGREEMENT(53) –PATENT AND TRADEMARK SECURITY AGREEMENT (15) –PATENT SECURITY AGREEMENT (9) –PATENT TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (2) –TRADEMARK SECURITY AGREEMENT (19) Collection

4. © 2010 KIIAC LLC—All Rights Reserved Task 1. Collect: identify document for inclusion (vet) 2. Classify: index documents; categorize and decompose into resolutions 3. Outline: create template and resolution library 4. Clauses: identify default and alternate resolutions 5. Edit: normalize language 6. Publish: upload template and generate model forms 8. Draft: document production and review: new documents; update collection and maintain collectdraft Process: Template Development Overview

5. kiiac captures standard transaction elements and all deal-specific variations [measures clause commonality] What are the terms and provisions of an IP security agreement? What Representations and Warranties are typically given by the debtor? Is an indemnity provision common? KNOWLEDGE  INFORMATION  INNOVATION Using the template—as a checklist

6. What is standard language for a particular clause? What alternative language may be used? kiiac captures standard clause language and highlights deal-specific and non-standard variations [measures language consistency] Standard Clause Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. Semantically Similar Governing Law. This Agreement shall be deemed to be made in, and in all respects shall be interpreted, construed and governed by and in accordance with the internal Laws of, the State of Nevada, without regard to the conflicts of law principles thereof. Substantively Different Governing Law. This Bank Merger Agreement shall be governed in all respects, including, but not limited to, validity, interpretation, effect and performance, by the laws of the United States KNOWLEDGE  INFORMATION  INNOVATION Using the template—as a clause library

7. Template: Outline and Clause Library

8. © 2010 KIIAC LLC—All Rights Reserved 0%10%20%30%40%50%60%70%80%90%100% Grant of Security Interest ……… Representations and Warranties. Covenants ………………………. Defaults ………………………….. Indemnity ………………………… Rights and Remedies ………….. Term of Agreement……………… Termination ……………………… Miscellaneous …………………… Outline Frequency of Occurrence Annex B – Template Outline

9. Models – Short Form; Silicon Valley Bank

10. © 2010 KIIAC LLC—All Rights Reserved Models: Based on Structure (similarity/difference) Model 01 Grant of Security Interest Rights and Remedies Model 02 Grant of Security Interest Security for Obligations Recordation Rights and Remedies Counterparts Governing Law Model 04 Defined Terms Grant of Security Interest Reps. and Warranties Debtor's Use of IP Events of Defaults Remedies Miscellaneous Model 05 Defined Terms Grant of Security Interest Grantor Remain Liable Reps. and Warranties Covenants Proceeds Rights and Remedies Miscellaneous Model 06 Defined Terms Grant of Security Interest Reps. and Warranties Defaults Duty to Hold in Trust Rights and Remedies Application of Proceeds Term of Agreement Termination Miscellaneous Grant of Security Interest Rights and Remedies Grant of Security Interest Rights and Remedies Remedies Rights and Remedies Recordation Debtor’s Use of IP Grantor Remains Liable Term of Agreement Termination

11. © 2010 KIIAC LLC—All Rights Reserved Models: Based on Language (1) POWER OF ATTORNEY (104. TRADEMARK SECURITY AGREEMENT) TCF National Bank (Golden Valley) October 1999 i) POWER OF ATTORNEY. TO FACILITATE THE SECURED PARTY'S TAKING ACTION UNDER SUBSECTION (g) AND EXERCISING ITS RIGHTS UNDER SECTION 6, EACH DEBTOR HEREBY IRREVOCABLY APPOINTS (WHICH APPOINTMENT IS COUPLED WITH AN INTEREST) THE SECURED PARTY, OR ITS DELEGATE, AS THE ATTORNEY-IN-FACT OF SUCH DEBTOR WITH THE RIGHT (BUT NOT THE DUTY) FROM TIME TO TIME TO CREATE, PREPARE, COMPLETE, EXECUTE, DELIVER, ENDORSE OR FILE, IN THE NAME AND ON BEHALF OF SUCH DEBTOR, ANY AND ALL INSTRUMENTS, DOCUMENTS, APPLICATIONS, FINANCING STATEMENTS, AND OTHER AGREEMENTS AND WRITINGS REQUIRED TO BE OBTAINED, EXECUTED, DELIVERED OR ENDORSED BY SUCH DEBTOR UNDER THIS SECTION 3, OR, NECESSARY FOR THE SECURED PARTY, AFTER AN EVENT OF DEFAULT, TO ENFORCE OR USE THE TRADEMARKS OR TO GRANT OR ISSUE ANY EXCLUSIVE OR NON-EXCLUSIVE LICENSE UNDER THE TRADEMARKS TO ANY THIRD PARTY, OR TO SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE TRANSFER TITLE IN OR DISPOSE OF THE TRADEMARKS TO ANY THIRD PARTY. THE DEBTORS HEREBY RATIFY ALL THAT SUCH ATTORNEY SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. THE POWER OF ATTORNEY GRANTED HEREIN SHALL TERMINATE UPON THE TERMINATION OF THE CREDIT AGREEMENT AS PROVIDED THEREIN AND THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS (AS DEFINED THEREIN). POWER OF ATTORNEY (80. PATENT AND TRADEMARK SECURITY AGREEMENT) Wells Fargo Bank NA December 29, 2006 k) POWER OF ATTORNEY. To facilitate the Secured Party's taking action under subsection (i) and exercising its rights under Section 6, the Debtor hereby irrevocably appoints (which appointment is coupled with an interest) the Secured Party, or its delegate, as the attorney-in-fact of the Debtor with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file, in the name and on behalf of the Debtor, any and all instruments, documents, applications, financing statements, and other agreements and writings required to be obtained, executed, delivered or endorsed by the Debtor under this Section 3, or, necessary for the Secured Party, after an Event of Default, to enforce or use the Patents or Trademarks or to grant or issue any exclusive or non-exclusive license under the Patents or Trademarks to any third party, or to sell, assign, transfer, pledge, encumber or otherwise transfer title in or dispose of the Patents or Trademarks to any third party. The Debtor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted herein shall terminate upon the termination of the Credit Agreement as provided therein and the payment and performance of all Indebtedness. POWER OF ATTORNEY (87. PATENT AND TRADEMARK SECURITY AGREEMENT) Wells Fargo Bank NA March 31, 2006 k) Power of Attorney. To facilitate the Secured Party's taking action under subsection (i) and exercising its rights under Section 6, the Debtor hereby irrevocably appoints (which appointment is coupled with an interest) the Secured Party, or its delegate, as the attorney-in-fact of the Debtor with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file, in the name and on behalf of the Debtor, any and all instruments, documents, applications, financing statements, and other agreements and writings required to be obtained, executed, delivered or endorsed by the Debtor under this Section 3, or, necessary for the Secured Party, after an Event of Default, to enforce or use the Patents or Trademarks or to grant or issue any exclusive or non-exclusive license under the Patents or Trademarks to any third party, or to sell, assign, transfer, pledge, encumber or otherwise transfer title in or dispose of the Patents or Trademarks to any third party. The Debtor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted herein shall terminate upon the termination of the Credit Agreement as provided therein and the payment and performance of all Obligations.

12. © 2010 KIIAC LLC—All Rights Reserved Models: Based on Language (1) POWER OF ATTORNEY (71. PATENT AND TRADEMARK SECURITY AGREEMENT) Pala Investments Holdings Limited (Channel Islands, Switzerland) December 12, 2007 k) POWER OF ATTORNEY. To facilitate the Secured Party's taking action under subsection (i) and exercising its rights under Section 6, the Debtor hereby irrevocably appoints (which appointment is coupled with an interest) the Secured Party, or its delegate, as the attorney-in-fact of the Debtor with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file, in the name and on behalf of the Debtor, any and all instruments, documents, applications, financing statements, and other agreements and writings required to be obtained, executed, delivered or endorsed by the Debtor under this Section 3, or, necessary for the Secured Party, after an Event of Default, to enforce or use the Patents or Trademarks or to grant or issue any exclusive or non-exclusive license under the Patents or Trademarks to any third party, or to sell, assign, transfer, pledge, encumber or otherwise transfer title in or dispose of the Patents or Trademarks to any third party. The Debtor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted herein shall terminate upon the termination of the Debenture as provided therein and the payment and performance of the Indebtedness. POWER OF ATTORNEY (66. TRADEMARK SECURITY AGREEMENT) Commerce Bank NA (New York) September 25, 2003 i) Power of Attorney. To facilitate the Secured Party's taking action under subsection (h) and exercising its rights under Section 7, the Debtor hereby irrevocably appoints the Secured Party, or its delegate, as the attorney-in-fact of the Debtor with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file, in the name and on behalf of the Debtor, any and all instruments, documents, applications, financing statements, and other agreements and writings required to be obtained, executed, delivered or endorsed by the Debtor under this Section 3, or, necessary for the Secured Party, after an Event of Default, to enforce or use the Trademarks or to grant or issue any exclusive or non-exclusive license under the Trademarks to any third party, or to sell, assign, transfer, pledge, encumber or otherwise transfer title in or dispose of the Trademarks to any third party. The Debtor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted herein is coupled with an interest and shall be irrevocable until the termination of the Loan Agreement as provided therein and the payment and performance of all Obligations (as defined therein). POWER OF ATTORNEY (106. PATENT AND TRADEMARK SECURITY AGREEMENT - PARENT) St. Paul Venture Capital VI, LLC June 6, 2001 k) POWER OF ATTORNEY. To facilitate the Secured Party's taking action under subsection (i) and exercising its rights under Section 6, the Debtor hereby irrevocably appoints (which appointment is coupled with an interest) the Secured Party, or its delegate, as the attorney-in-fact of the Debtor with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file, in the name and on behalf of the Debtor, any and all instruments, documents, applications, and other agreements and writings required to be obtained, executed, delivered or endorsed by the Debtor under this Section 3, or necessary for the Secured Party, after the occurrence and during the continuance of an Event of Default, to enforce or use the Patents or Trademarks or to grant or issue any exclusive or non-exclusive license under the Patents or Trademarks to any third party, or to sell, assign, transfer, pledge, encumber or otherwise transfer title in or dispose of the Patents or Trademarks to any third party. The Debtor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted herein shall terminate upon final and indefeasible payment and performance of all Obligations.

13. © 2010 KIIAC LLC—All Rights Reserved Next Steps: Process 1.Models Confirm model selection 2.Outline (Table of contents view) Review similarity and differences between the models 3.Clause Library (Index view) Standard clauses Frequent clauses Optional Clauses 4.Characteristics Identify the key characteristics of each model Identify the party weighting of each clause 5.Draft: Propose draft language for each selected model 6.Access to templates