DATED: September 15, 1999

BETWEEN: Allied Resources, Inc. ("Secured Party")

Suite 1060, 1090 W. Georgia St.

Vancouver, B.C. V6E 3V7

AND: Bio-Preserve International Corporation ("Company")

2897 152nd Avenue N.E.

Redmond, Washington 98052

AND: Bio-Preserve Medical Corporation ("Subsidiary")

2897 152nd Avenue N.E.

Redmond, Washington 98052

1.1 The Company, through Bio-Preserve Medical Corporation ("Subsidiary"), a Florida corporation, owns the letters patent, and applications for letters patent, of the United States, more particularly described on Schedule 1.0 annexed to this Agreement and incorporated by reference (the "Patents"). Company and Subsidiary are collectively referred to in this Agreement as "BioPreserve."

1.2 Secured Party, a West Virginia corporation, has agreed to make certain advances of money and to extend certain financial accommodation to BioPreserve (the "Loans') in the amounts and in the manner set forth in the amounts and manner set forth in that certain Bridge Loan Agreement, dated as of September 15, 1999, as may be amended from time to time ("Loan Agreement"). Secured Party is willing to make the Loans to BioPreserve, but only upon the condition, among others, that BioPreserve shall grant to Secured Party a security interest in all of BioPreserve's right title, and interest in, to and under all of the Collateral whether presently existing or hereafter acquired.

1.3 In consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and for good and valuable consideration, the receipt of which is acknowledged, the Parties agree as follows:

2.1 BioPreserve, in consideration of the indebtedness described in the Loan Agreement, hereby assigns unto Secured Party and grants to Secured Party a security interest in, and mortgage on, to be secured by a security interest in all right, title and interest of BioPreserve in and to the Patents together with any application, issue, re-examination, and all divisions, reissues, continuations improvements or extensions thereof, including, without limitation, any and all causes of action for infringement thereof and the right to file foreign applications directly in the name of BioPreserve and to claim priority rights deriving from the United States application to which the foreign applications are entitled by virtue of international convention, treaty or otherwise, the invention , application and all letters patent on the invention for the full term of the Patents, and any and all royalties for any license thereof (the "Collateral"), to secure the prompt payment, performance and observance of the obligations defined in the Loan Agreement.

2.2 This security interest is granted to the Secured Party to secure (a) the payment of the indebtedness evidenced by the Loan Agreement in the principal sum of $350,000 with interest thereon, and all renewals, extensions, and modifications of the Loan Agreement; (b) the payment performance and observance of all obligations, covenants and agreements to be paid, performed or observed by BioPreserve under the Loan Agreement; (c) the payment of all other sums, with interest thereon, advanced under the terms of the Loan Agreement; and (d) the performance of the agreements and warranties of BioPreserve contained in the Loan Agreement or incorporated in either Agreement by reference.

3.1 The property subject to the security interest are the U.S. Patents, numbers 5,338,662 and 5,494,822, dated August 16, 1994 and February 27, 1996, respectively, more particularly described on Schedule 1.0 annexed to this Agreement and incorporated by reference, together with any application, issue, re-examination, and all divisions, reissues, continuations improvements or extensions thereof, including, without limitation, any and all causes of action for infringement thereof and the right to file foreign applications directly in the name of BioPreserve and to claim priority rights deriving from the United States application to which the foreign applications are entitled by virtue of international convention, treaty or otherwise, the invention, application and all letters patent on the invention for the full term of the Patents, and any and all royalties for any license thereof

4.1 BioPreserve hereby represents, warrants, covenants and agrees as follows:

4.1.1 BioPreserve believes it has the sole, full and clear title to each of the Patents in the United States shown on Schedule 1.0 hereto, and believes that the issued patents are valid and subsisting and in full force and effect and have not been claimed or adjudged invalid or unenforceable in whole or in part. BioPreserve shall diligently prosecute any patent application now pending or acquired or made by it during the term of this Agreement, shall make applications on unpatented but patentable inventions, and shall preserve and maintain all rights of any kind in the Patents. BioPreserve believes that none of the Patents has been abandoned or dedicated, and BioPreserve will not do any act or omit to do any act nor permit any licensee thereof to do any act, whereby any issued patent or patent application may become abandoned or dedicated and shall notify the Secured Party immediately if it knows of any reason or has reason to know that any application or issued patent may become abandoned or dedicated; provided, however, that BioPreserve may choose to abandon or dedicate any issued patent or patent application, if, in BioPreserve" reasonable business judgment, to do so is in the best interests of BioPreserve. Prior to the intentional abandonment or dedication of any Patent BioPreserve agrees to notify the Secured Party in writing.

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