Security Agreement, dated July 13, 2006, between Southeast Power Corporation and Branch Banking and Trust Company

          4.          General Covenants of Debtor.  So long as this Security Agreement continues in force as provided in paragraph 7 hereof, Debtor:  (a)  will defend the Collateral against the claims and demands of all other persons at any time claiming the same; keep the Collateral free from all security interests or other encumbrances or claims whatsoever except the Security Interest and will not sell, transfer, assign, deliver or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of Secured Party; (b) will not without the prior written consent of Secured Party create in favor of anyone other than Secured Party a security interest in any of the Collateral; (c) will keep the Collateral at the addresses specified in 3(d) above until Secured Party is notified in writing of any change in its location within the State of Florida but Debtor will not remove the Collateral from the State of Florida or change the location of Debtor’s chief executive offices without the prior written consent of Secured Party, will notify Secured Party promptly in writing of any change in Debtor’s address, name or identity from that specified above, and will permit Secured Party or its agents to inspect the Collateral at any time, wherever located; (d)  will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Security Agreement, of any applicable statute, regulation or ordinance or of any policy of insurance insuring the Collateral; (e) will notify Secured Party promptly in writing of any change in Debtor’s address, name or identity specified above, of any change in the location or of any additional locations at which the Collateral is kept and of any change in the address at which records concerning the Collateral are kept; (f) in connection herewith will execute and deliver to Secured Party such financing statements and other documents, pay all costs of title searches and filing financing statements and other documents in all public offices requested by Secured Party and take such other action as Secured Party may deem necessary or advisable to perfect the Security Interest created by this Security Agreement; (g) will pay or cause to be paid all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral or against any note or other instrument evidencing the Indebtedness; (h) will keep the Collateral insured in amounts not less than the full insurable value thereof for the benefit of Secured Party (to whom loss shall be payable by New York Standard or Union Standard endorsements), in such companies and against such risks as may be satisfactory to or required by Secured Party (and each policy shall specifically provide that it may not be cancelled or modified adversely to the interests of Secured Party without 30 days prior written notice to Secured Party), pay the cost of all such insurance, and deliver certificates evidencing such  insurance to Secured Party, and Debtor assign to Secured Party all right to receive proceeds of such insurance; (i)  will prevent the Collateral or any part thereof from being or becoming an accession to other goods not covered by this Security Agreement; (j) unless the Collateral is specified in paragraph 3(d) as a fixture, will prevent the Collateral or any part of the Collateral from being or becoming a fixture; and (k) if any certificate of title may be issued with respect to any of the Collateral, Debtor will cause the Security Interest granted hereunder to Secured Party to be properly noted on the certificate and will deliver the original certificate to Secured Party. Further, filings of liens on titled vehicles are to be perfected within 60 days of the related advance under the Revolving Line of Credit Note.

          5.          Default.  (a)  Any of the following events or conditions shall constitute an event of default (“Event of Default”) hereunder:  (i) non-payment when due whether by acceleration or otherwise of the principal of, or interest on any Indebtedness, time being of the essence, or failure of any Obligor (which term shall mean and include each Debtor and any endorser, surety, guarantor or other party liable for payment of, or pledging collateral as security for, any Indebtedness) to pay any sum due under any note or other instrument evidencing the Indebtedness; (ii) failure by any Obligor to perform any obligations under this Security Agreement or any other agreement between any Obligor and Secured Party; (iii) filing of any petition under the Bankruptcy Code, or any similar federal or state statute, by or against any Obligor, or the insolvency of any Obligor; (iv) making a general assignment by any Obligor for the benefit of creditors, appointment of or taking possession by a receiver, trustee, custodian or similar official for any Obligor or for any assets of any such Obligor, or institution by or against any Obligor of any kind of insolvency proceedings or any proceeding for the dissolution or liquidation of any Obligor or transfer of a substantial part of the property of any Obligor; (v) material falsity in any certificate, statement, representation, warranty or audit at any time furnished to Secured Party by or on behalf of any Obligor, pursuant to or in connection with this Security Agreement or otherwise (including warranties in this Security Agreement) and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in any facts disclosed by any certificate, statement, representation, warranty, or audit furnished to Secured Party; (vi) issuing of any writ of attachment or writ of garnishment, or filing of any lien, against the Collateral or the property of any Obligor; (vii) taking of possession of the Collateral or of any substantial part of the property of any Obligor at the instance of any governmental authority; (viii) dissolution, merger, consolidation or reorganization of any Obligor; (ix) assignment or sale by Debtor of any equity in any of the Collateral without the prior written consent of Secured Party; (x) cancellation of any guaranty with respect to any Indebtedness without the prior written consent of Secured Party.

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