THIS AGREEMENT is made as of the 17th day of April, 2001, by REGENERATION TECHNOLOGIES,
INC. (the "Borrower"), a Delaware corporation, whose address is One Innovation Drive, Alachua, Florida
32615, and BANK OF AMERICA, N.A. (the "Bank"), whose address is 9000 Southside Blvd., Bldg. 100,
Jacksonville, Florida 32256.
The Borrower and the Bank have executed a Loan Agreement (as amended or restated from time to time, the
"Loan Agreement") of even date herewith. The Borrower, pursuant to the Loan Agreement, has executed and
delivered a Renewal Promissory Note (as amended, extended or renewed from time to time, the "Note") of even
date herewith in the principal amount of $10,000,000 in favor of the Bank. The Borrower has agreed to secure
certain obligations in accordance with the terms hereof.
Now therefore, for good and valuable consideration, the Borrower agrees as follows:
1. Security Interest.
(a) The Borrower hereby gives the Bank a continuing and unconditional security interest (the "Security Interest")
in, and assigns to the Bank, the assets described below and all parts, accessories, attachments, additions,
replacements, accessions, substitutions, increases, profits, income, distributions, proceeds and products thereof
and thereto in any form (including, without limitation, insurance proceeds) together with all records (including,
without limitation, computer tapes, disks and records) relating thereto (the "Collateral"):
(i) All of the Borrower's inventory (whether now existing or hereafter acquired), including without limitation all
goods now or hereafter held for sale or lease or to be furnished under contracts of service, raw materials, work in
process and materials to be used or consumed in the Borrower's business.
(ii) All of the Borrower's right to receive payments from any source and for any reason (whether characterized as
accounts, commissions, chattel paper, choses-in-action, contract rights, general intangibles, instruments, no