Securities Pledge Agreement

Exhibit 10.15


SECURITIES PLEDGE AND SECURITY AGREEMENT


This Securities Pledge and Security Agreement (the " Agreement" ) is made and entered into this day of December, 2005, by and between DENNIS L. RYLL (the Pledgor" ) and MISSOURI STATE BANK AND TRUST COMPANY (the " Secured Party" ).


WHEREAS, ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation, is indebted to Secured Party for borrowed money evidenced by its promissory note dated as of even date herewith in the amount of Three Million Dollars ($3,000,000) (the " Note" ) issued pursuant to a Revolving Credit Agreement (the " Loan Agreement" ) also dated as of even date herewith; and


WHEREAS, the Note is guaranteed by, among others, Pledgor, pursuant to that certain Continuing Contract of Guaranty, dated December 30, 2005 (the " Guaranty" ); and

WHEREAS, Pledgor is the owner of certain securities more particularly described on Schedule 1 hereto which are held by H&R Block Financial Advisors (" H&R Block" ) and which Pledgor has agreed to pledge to Lender to secure the obligations of Pledgor under the Guaranty; and

WHEREAS, capitalized terms used herein which are defined in the Loan Agreement shall have the same meanings when used herein.

NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged the parties hereto hereby agree as follows:


1. GRANT OF SECURITY INTEREST. For valuable consideration, the receipt of which is hereby acknowledged, Pledgor hereby assigns, transfers and pledges to Secured Party all right, title and interest of Pledgor in and to, and hereby gives and grants to Secured Party a security interest in and to that certain Margin - Account Pledge and Collateral Assignment Account No. 56674876 (the " Account" ) which has been established pursuant to that certain Margin - Account Pledge and Collateral Assignment dated as of December , 2005 (the " Control Agreement" ), a copy of which is attached hereto as Exhibit A and by this reference incorporated herein, which Account initially consists of those assets more particularly described on Schedule 1 hereto, together with proceeds thereof, all substitutions therefor, all accruals and accessions thereto and all monies, dividends, rights payments, shares and property received with respect thereto, or to which Pledgor may be entitled as a result of Pledgor' s ownership thereof, including, but not limited to, those by way of corporate reorganization, liquidation, split or change in capital structure, all of which will be promptly delivered to the holder hereof duly endorsed, if endorsement is required, and in proper form for transfer (all of the foregoing being hereinafter referred to as the " Collateral" ). Notwithstanding the foregoing to the contrary, Secured Party hereby acknowledges that Pledgor, as part of Pledgor' s estate planning, may from time to time desire to gift, transfer or otherwise convey certain of the assets constituting the Collateral and Secured Party hereby consents to same provided that (i) Pledgor is not then in default hereunder or under the Note, and no event which with the passage of time or the giving of notice or both could become an event of default hereunder or under the Note has occurred, and (ii) collateral of equal value is transferred to H&R Block for credit to the Account and the Control Agreement is amended accordingly.

2. OBLIGATIONS SECURED . The assignment, transfer, pledge and security interest granted hereby is to secure: (a) the payment and performance of Pledgor' s obligations to Secured Party as evidenced by that certain Continuing Contract of Guaranty dated as of even date herewith (the " Guaranty" ); and (b) the performance of Pledgor' s obligations under this Agreement (all of the foregoing being hereinafter referred to as the " Obligations" ).

3. WARRANTIES AND COVENANTS OF PLEDGOR . Pledgor hereby warrants and covenants that:


A. All stock certificates, bonds, receipts, confirmations and other documents in the possession of Pledgor which evidence any of the Collateral described above, or any interest therein, have been, or will be, delivered into the possession of H&R Block for credit to the Account and shall be held by H&R Block as security for the Obligations in accordance with the terms of the Control Agreement. Pledgor hereby agrees to execute any and all documents and notices in addition to this Agreement (including, but not limited to, stock or bond powers or transfer instructions) as may be necessary to effect a transfer of the Collateral to H&R Block for credit to the Account. In the event that the Collateral includes book-entry or other uncertificated securities or instruments, or a quantity of securities which constitute or are part of a fungible bulk of certificated and uncertificated securities, or if Pledgor' s interest in any of the collateral is reflected by entries or notations on the books of a third party (including, but not limited to any issuer, financial intermediary, depository or clearing corporation, Pledgor hereby agrees to execute any and all documents and to do any and all things, including the giving of written instructions to all issuers, depositories, financial intermediaries, clearing corporations or other third parties on whose books or records evidence of ownership of the Collateral is maintained, in order to transfer such securities to H&R Block for credit to the Account and complete, effect, confirm and perfect the security interest therein which is granted hereunder.


B. If Pledgor' s interest in any of the collateral is reflected on the books and records of any issuer, depository, financial intermediary or other third party, such issuer, depository, financial intermediary or third party is hereby authorized and instructed to transfer such Collateral, and all of Pledgor' s right, title and interest therein, to H&R Block for credit to the Account

C. Pledgor agrees to pay promptly all taxes, fees and charges of any kind on the purchase, transfer or ownership of the Collateral, and further agrees that if Pledgor does not, Secured Party is authorized to do so and to add the amount of the same to the Obligations of any Pledgor to Secured Party.

D. Pledgor hereby agrees that the value of the Collateral held in the Account shall at all times be sufficient to support a loan to value ratio of fifty percent (50%) based upon the from time to time outstanding principal balanc ...