Exhibit 10.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is dated as of May 31, 2004, between Tulix Systems, Inc., a Georgia corporation ("Debtor"), and HomeCom Communications, Inc., a Delaware corporation ("HomeCom"). SECTION 1. Definitions 1.1 Certain Defined Terms. Terms defined in the APA (as defined below) and not otherwise defined herein shall have the respective meanings provided for in the APA. The following terms shall have the respective meanings provided for in the UCC (as defined below): "Accounts," "Chattel Paper," "Commercial Tort Claim," "Documents," "General Intangibles," "Goods," "Instruments," "Inventory," "Letter of Credit Rights," "Proceeds," and "Supporting Obligations." The following terms, as used herein, shall have the meanings set forth below: "APA" means that certain Asset Purchase Agreement, dated as of March 27, 2003, between Debtor and HomeCom, and, for purposes of Section 9(b) thereof, Gia Bokuchava, Nino Doijashvili and Timothy R. Robinson, as the same may be amended from time to time, and any document required by the APA to be delivered by Debtor in connection with the APA or the closing of the transactions contemplated therein. "Business" means Seller's business of developing and hosting Internet applications, products and services to commercial customers, the assets of which business are being transferred to Debtor pursuant to the APA. "Event of Default" means (a) the Debtor fails to timely perform any of its duties or obligations as specified in this Agreement or the Note in accordance with their respective terms, (b) the breach of any representation or warranty made by Debtor in this Agreement or the Note, (c) the breach of or failure to perform or observe any covenant or agreement contained in this Agreement or the Note, (d) the existence of any default under this Agreement or the Note, (e) the Debtor shall generally not pay its debts as such debts become due, or admit in writing its inability to pay its debts generally, or make a general assignment for the benefit of creditors, (f) any proceeding is instituted by or against the Debtor seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debt under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or for any substantial part of its property, or (g) the Debtor is liquidated or dissolved. "Note" means one or more Secured Promissory Note(s), in the aggregated principal amount of $70,000, dated on or after the date hereof, by Debtor in favor of HomeCom, referencing this Agreement, and all amendments and supplements thereto, restatements thereof and renewals, extensions, restructurings and refinancings thereof. "Person" means and includes natural persons, corporations, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof. 1 "Security Interests" means the security interests granted pursuant to Section 2, as well as all other security interests created or assigned as additional security for the Secured Obligations pursuant to the provisions of this Agreement. "Secured Party" means HomeCom and its successors and assigns. "UCC" means the Uniform Commercial Code as in effect on the date hereof in the State of Georgia and Delaware, provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the Security Interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect on or after the date hereof in any other jurisdiction, "UCC" means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy. 1.2 Other Definition Provisions. Any of the terms defined in Subsection 1.1 may, unless the context otherwise requires, be used in the singular or the plural depending on the reference. All references to statutes and related regulations shall include (unless otherwise specifically provided herein) any amendments of same and any successor statutes and regulations. Capitalized terms used herein which are not specifically defined shall have the meaning given such terms in the Note (as defined below). SECTION 2. Grant of Security Interests In order to secure the payment and performance of the Secured Obligations (as defined below) in accordance with the terms thereof, Debtor hereby grants to Secured Party a continuing security interest in and to all right, title and interest of Debtor in the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (a) the intellectual property identified on Schedule 1(a) (the "Intellectual Property"); (b) the contracts identified on Schedule 1(b) (the "Contracts"), including any Accounts, General Intangibles, Chattel Paper, Documents, Instruments, Commercial Tort Claims, Letter-of-Credit Rights, and Supporting Obligations ancillary to, arising in any way in connection with, or otherwise relating to any of the Contracts, and including all Inventory or other Goods (including retained or repossessed Inventory or Goods), if any, sold to customers pursuant to the Contracts, and all insurance contracts with respect thereto; (c) the accounts receivable identified on Schedule 1(c) (the "Accounts Receivable"); 2 (d) the equipment being used as of the date hereof to service and maintain the Contracts and operate the Business and, in addition, the equipment identified on Schedule 1(d) (the "Equipment"); (e) any Documents, Instruments or other receipts covering, evidencing or representing any of the assets identified in subparts (a) through (d) above; (f) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the property described in subparts (a) - (e) above or are otherwise necessary or helpful in the collection thereof or realization thereon; and (g) Proceeds of all or any of the property described in subparts (a) - (f) above. SECTION 3. Security for Obligations This Agreement secures the payment and performance of the Note, and all renewals, extensions, amendments, restructurings and refinancings thereof (the "Secured Obligations"). SECTION 4. Debtor Remains Liable Anything herein to the contrary notwithstanding: (a) Debtor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Secured Party of any of the rights hereunder shall not release Debtor from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Secured Party shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Secured Party be obligated to perform any of the obligations or duties of Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. SECTION 5. Representations, Warranties and Covenants Debtor represents, warrants and covenants as follows: 5.1 Corporate Existence and Authority. The Debtor is duly organized, validly existing and in good standing in the State of Georgia and in every other state in which the nature of its business in such state requires it to be so qualified. It is duly authorized to execute and deliver this Agreement. None of the provisions of this Agreement violate or are in conflict with any provisions of the Debtor's Articles of Incorporation, as amended, Bylaws, as amended, or any existing agreement, court order or consent decree to which the Debtor is a party or may be bound. The Debtor has taken all necessary action to authorize the granting of the security interest pursuant to this Agreement and the delivery of any instruments as may be required under this Agreement. 3 5.2 Binding Obligation. This Agreement is the legally valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditor's rights generally. 5.3 Payment of Indebtedness. The Debtor will pay or perform the Secured Obligations as and when they become due, payable and performable in accordance with the terms of such indebtedness and this Agreement. 5.4 Place of Business. Except as permitted with the prior consent of the Secured Parties, the Collateral will be kept at 3495 Piedmont Road, Suite 110, Atlanta, Georgia 30305 (the "Premises"). The Debtor will not remove the Collateral from the Premises (other than the removal of such Collateral in the ordinary course of the Debtor's business) without the prior consent of the Secured Parties. The Debtor will immediately give written notice to Secured Party of any change in its chief executive office or principal place of business. Debtor does not do business under any corporate name, trade name or fictitious business name except for Debtor's corporate name on the date hereof. Debtor will notify Secured Party promptly in writing at least 30 days prior to (a) any change in Debtor's name, identity, mailing address, jurisdiction of organization or corporate structure and (b) Debtor's commencing the use of any trade name, assumed name or fictitious name. 5.5 No Liens or Financing Statements. The Debtor has, or will acquire, full and clear right, title and interest to the Collateral and will at all times keep the Collateral free from any adverse lien, security interest or encumbrance other than Permitted Liens. No financing statements covering all or any portion of the Collateral is on file in any public office, except with respect to Permitted Liens. For purposes of this Agreement, "Permitted Liens" shall mean those liens, encumbrances or security interests that are specified on Exhibit A. 5.6 Perfection. This Agreement, together with the UCC filings referenced herein, create to secure the Secured Obligations a valid, perfected and first priority security interest in the Collateral and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. 5.7 Restrictions. The Debtor will deliver or cause to be delivered such documents as the Secured Parties may reasonably request to secure the indebtedness, obligations and liabilities referred to in this Agreement including, without limitation, any continuation statements, a copy of the source code listing for the complete and current version of Debtor's program code for each of Debtor's software products included in the Collateral for the purpose of complying with U.S. Copyright Office deposit requirements in connection with registering (i) Debtor's claims of copyright ownership in and to each such software product with the U.S. Copyright Office and (ii) security interest in and to each software related product copyright rights and copyright registration related to the Collateral. 5.8 No Transfer of Collateral. The Debtor will not sell or offer to sell or otherwise transfer all or any part of the Collateral (other than sales in the ordinary course of business) without the prior consent of the Secured Party. 4 5.9 Books and Records; Inspection Rights. The Debtor will at all times maintain accurate and complete books and records with respect to the Collateral. A representative of Secured Party may inspect, audit and make copies of those books and records and any other data relating to the Collateral, at such reasonable times and places as such representative shall determine. In addition, a representative of Secured Party may inspect the Collateral at such times and places as such representative shall determine, and for that purpose may enter upon or into the Premises. 5.10 Accurate Information. All information heretofore, herein or hereafter supplied to Secured Party by or on behalf of Debtor with respect to the Collateral is and will be accurate and complete in all material respects. SECTION 6. Further Assurances 6.1 Other Documents and Actions. Debtor will, from time to time, at Secured Party's expense, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Debtor will execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as Secured Party may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby. 6.2 Secured Party Authorized. Debtor hereby authorizes Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether Debtor is an organization, the type of organization and any organizational identification number issued to Debtor. Debtor agrees to furnish any such information to Secured Party promptly upon request. Debtor also ratifies its authorization for Secured Party to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. SECTION 7. Remedies (a) If any Event of Default shall have occurred and be continuing, Secured Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral). 5 (b) Assembly of Collateral. Upon the occurrence of and during the continuance of an Event of Default, the Secured Party may require Debtor, at Debtor's expense, to promptly assemble all or part of the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party that is reasonably convenient to all parties. Upon the occurrence of and during the continuance of an Event of Default, the Secured Party may occupy any premises owned or leased by Debtor where the Collateral or any part thereof is assembled for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to Debtor in respect of such occupation. (c) Sale of Collateral. Upon the occurrence of an Event of Default, the Secured Party may sell all or part of the Collateral at public or private sale, at any of Debtor's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable. Debtor agrees that to the extent permitted by law such sales may be made without notice. If notice is required by law, Debtor hereby deems 20-days advance notice of the time and place of any public sale or the time after which any private sale is to be made reasonable notification, recognizing that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, shorter notice may be reasonable. The Secured Party shall not be obligated to make any sale of Collateral pursuant to this Section regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time-to-time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (d) Contract Rights. Upon the occurrence of and during the continuance of an Event of Default, the Secured Party may exercise any rights and remedies of Debtor under or in connection with the instruments, chattel paper or contracts which represent the Contracts, the Accounts Receivable, the Intellectual Property or otherwise relate to the Collateral, including, without limitation, any rights of Debtor to demand or otherwise require payment of any amount under, or performance of any provisions of, the instruments, chattel paper or contracts which represent the Contracts, Accounts Receivable or the Intellectual Property. (e) Upon the occurrence of and during the continuance of an Event of Default, the Secured Party may, or may direct Debtor to, take any action the Secured Party deems necessary or advisable to enforce collection of the Accounts Receivable, including, without limitation, notifying the account debtors or obligors under any Accounts Receivable of the assignment of such Accounts Receivable to the Secured Party and directing such account debtors or obligors to make payment of all amounts due or to become due directly to the Secured Party. Upon such notification and direction, and at the expense of Debtor, the Secured Party may enforce collection of any such Accounts Receivable, and adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Debtor might have done. (f) After receipt by Debtor of the notice referred to in subsection (e) above, in accordance with the terms thereof and so long as an Event of Default has occurred and is continuing, all amounts and proceeds (including instruments) received by Debtor in respect of the Accounts Receivable shall be received in trust for the benefit of the Secured Party hereunder, shall be segregated from other funds of Debtor, and shall promptly be paid over to the Secured Party in the same form as so received (with any necessary endorsement) to be held as Collateral. Debtor shall not adjust, settle or compromise the amount or payment of any receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. 6 SECTION 8. Limitation on Duty of Secured Party with Respect to Collateral Beyond the safe custody thereof, Secured Party shall have no duty with respect to any Collateral in its possession or control (or in the possession or control of any Secured Party or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Secured Party in good faith. SECTION 9. Application of Proceeds Upon the occurrence and during the continuation of an Event of Default, the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied: first, to all fees, costs and expenses incurred by Secured Party with respect to the Note or with respect to the Collateral; and second, to the Secured Obligations. Secured Party shall pay over to Debtor any surplus and Debtor shall remain liable for any deficiency. SECTION 10. Continuing Security Interest; Transfer of Interest This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Secured Obligations have been paid in full (the "Termination Date"), provided, however, that the security interest in the Collateral created by this Agreement shall continue after the Termination Date with respect to any Secured Obligations that arose prior to the Termination Date, (b) be binding upon Debtor and its permitted successors and assigns and (c) inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of the Secured Party and its respective successors, transferees and assigns. Upon any termination of the security interests granted hereby, all rights to the Collateral shall revert to Debtor to the extent such Collateral shall not have been sold or otherwise applied pursuant to the terms hereof and the Secured Party will, at Debtor's expense, execute and deliver to Debtor such documents as Debtor shall reasonably request and take any other actions reasonably requested to evidence or effect such termination. SECTION 11. Notices Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given only if delivered personally or sent by facsimile, air courier, telegram or by registered or certified mail, postage prepaid, as follows: 7 If to Company: Tulix Systems, Inc. 3495 Piedmont Road Suite 110 Atlanta, GA 30305 (404) 237-4646 (404) 233-1977 (facsimile) Attn: Timothy R. Robinson If to HomeCom HomeCom Communications, Inc. 90 Grove Street, Suite 202 Ridgefield, CT 06877 Attn: President (203) 431-8120 (203) 431-8304 (facsimile) With a copy, which shall not constitute notice, to: Sutherland Asbill & Brennan LLP First Union Plaza, Suite 2300 999 Peachtree Street, N.E. Atlanta, GA 30309-3996 Attn: Wade H. Stribling, Esq. (404) 853-8000 (404) 853-8806 (facsimile) or to such other address as the addressee may have specified on the signature page hereto or in a notice duly given to the sender as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed to have been given as of the date so delivered, transmitted by facsimile, telegraphed, sent via air courier, or mailed, as the case may be. SECTION 12. Waivers, Non-Exclusive Remedies, Severability No failure on the part of Secured Party to exercise, and no delay in exercising and no course of dealing with respect to, any power, right or privilege under the Note or this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise by Secured Party of any such power, right or privilege under the Note or this Agreement preclude any other or further exercise thereof or the exercise of any other power, right or privilege. The rights in this Agreement and the Note are cumulative and are not exclusive of any other remedies provided by law. 8 The invalidity, illegality or unenforceability of any provision in or obligation under this Agreement shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Agreement. SECTION 13. Successors and Assigns This Agreement is for the benefit of HomeCom and its successors and assigns, and in the event of an assignment of all or any of the Secured Obligations, the rights hereunder, to the extent applicable to the Secured Obligations so assigned, may be transferred with such Secured Obligations. This Agreement shall be binding on Debtor and its successors and assigns, provided that Debtor shall not assign this Agreement without Secured Party's prior written consent. SECTION 14. Changes in Writing No amendment, modification, termination or waiver of any provision of this Agreement or consent to any departure by Debtor therefrom, shall in any event be effective without the written concurrence of Secured Party and Debtor. SECTION 15. Applicable Law This Agreement shall be governed by the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Except as otherwise provided, the obligations of the Parties hereunder shall be binding upon their heirs, personal representatives, executors, administrators, successors and assigns. Each of the parties consents to the exclusive jurisdiction of the federal or state courts in the State of Delaware in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdiction. Each party hereto waives its right to trial by jury in any such proceeding. SECTION 16. Expenses Debtor shall pay all costs, fees and expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral, all costs, fees and expenses of enforcing the Security Interests, and any and all excise, property, sales and use taxes imposed by any federal, state, local or foreign authority on any of the Collateral, or with respect to periodic appraisals and inspections of the Collateral, or with respect to the sale or other disposition thereof. All sums so paid or incurred by Secured Party for any of the foregoing, any and all other sums for which Debtor may become liable hereunder and all fees, costs and expenses (including attorneys' fees, legal expenses and court costs) incurred by Secured Party in enforcing or protecting the Security Interests or any of their rights or remedies under this Agreement shall be payable on demand, shall constitute Secured Obligations, shall bear interest until paid at the highest rate provided in the Note and shall be secured by the Collateral. 9 SECTION 17. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For the purposes of executing this Agreement, (a) a document signed and transmitted by facsimile or telecopier shall be treated as an original document; (b) the signature of any party on such document shall be considered as an original signature; (c) the document transmitted shall have the same effect as a counterpart thereof containing original signatures; and (d) at the request of Secured Party, Borrower, who executed this Agreement and transmitted the signature by facsimile or telecopier, shall provide such original signature to Secured Party. No party may raise as a defense to the enforcement of this Agreement that a facsimile or telecopier was used to transmit any signature of a party to the Note. SECTION 18. Severability It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. (Signatures on following page.) 10 Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the day first above written. DEBTOR: TULIX SYSTEMS, INC. By: /s/ Gia Bokuchava ------------------------------------ Name: Gia Bokuchava Title: President and Chief Executive Officer HOMECOM COMMUNICATIONS, INC.: By: /s/ Michael Sheppard ------------------------------------ Name: Michael Sheppard Title: Vice President 11 SCHEDULE 1 (a) Intellectual Property All right, title and interest in the "Post on the Fly", "Intelligent Advisor", "Harvey", Time Warner Road Runner Personal Home Page Application, "Community", "On line Forum" and "Work Order System" software applications, including but not limited to the following to the extent related thereto: (a) all source code, specifications, technical documentation and similar information; (b) all trademarks, service marks, trade names, logos, and domain names, together with all goodwill associated therewith; all patents; all copyright and copyrightable works; all intellectual property registrations and applications and renewals therefore; and all other intellectual property rights of any kind or nature whatsoever; and (c) all records and marketing materials relating to the foregoing. SCHEDULE 1 (b) Contracts As of 05/21/04 Client Description Period Expiration ------ ----------- ------ ---------- Bend Cable Monthly Hosting Services Monthly 01/31/05 Belle Chambre Monthly Hosting Services Monthly Month to Month Bituminous Fire Monthly Hosting Services Monthly 08/31/04 T.C. Fields Monthly Hosting Services Monthly Month to Month Road Runner Monthly Hosting Services Monthly Month to Month SCHEDULE 1 (c) Accounts Receivable As of 05/21/04 Client Amount ------ ------ Road Runner 256,000.00 ---------- Total 256,000.00 ========== SCHEDULE 1 (d) Equipment EQUIPMENT / MODEL # SERIAL # ------------------- -------- OFFICE EQUIPMENT Toshiba 2530 CDS 49634310A Dell Dimension 183BQ Sony Multiscan w7000 2000353 Dell Trinitron 7047788 Viewsonic G810 ACI PIII P.C. 97001419 HP Deskjet 895CSE / C6410B SG9611W0R3 Brother Electronic Typewriter GX8250 B8D857536 Dell Trinitron Ultrascan 1000 / D1025tm 8471538 Dell Dimension T450 11LQR Viewsonic G810 Q190775179 HP Laserjet 2100 USGX066422 ACI PIII P.C. 97200545 Viewsonic G810 QV01445958 Unisys Aquatam /DMS/6 49609557 Dell Ultrascan 20TX / D2026t-HS 2024784 Toshiba Tecra 730CDT / PA1228U 10614039 HP Laserjet 4M Plus C2039A JPGK235556 ACI PIII P.C. 97001421 Viewsonic G810 QV01344797 Dell Monitor M780 5322DE22KJ59 HP Laserjet 3100 C3948A USBG021007 Gateway 2000 P5-120 4224926 Lexmark Optra T612 QMS Magic Color Printer / QMS-MCCX21 Q0225680 Gateway 2000 Vivitron 15 / CPD15F23 8443375 HP Scanjet 4C / C2520B SG719230CV Viewsonic G810 QV01445960 Gateway 2000 G6 6003513 ACI PIII P.C. 97200544 MAC XB0211BHHSF Dell Monitor M780 3872E808 HP Officejet 520 / C3801A US75MA21M2 Gateway 2000 / CPD-GF200 7025149 HP Pavilion 4455 / D7394A US91168277 Gateway 2000 Vivitron 15 / CPD15F23 8632172 Gateway 2000 G6 -200 6003511 Viewsonic G810 QV01445756 HP Deskjet 895CSE / C6410B SG91Q1V05G ACI PIII P.C. 97200546 Macintosh Power PC 8500/120 XB5490QL3FT Dell Monitor M780 5322DA03BH Gateway 2000 Crystal Scan / YE0711-01 MH54H4017645 Toshiba Satelite 2530CDS / PAS253U 49629218A Infocus / LP435Z 3EW91400111 Infocus Lite Pro 580 2AB0601787 KDS Flat Screen Monitor KLT1513A 1540SBB36004376 KDS Flat Screen Monitor KLT1711A 1763BBB34006041 KDS Flat Screen Monitor KLT1711A 1763BBB34006142 KDS Rad 5 Flat Screen 5003944900267 KDS Rad 5 Flat Screen 5003944900174 Dell Dimension CPU 4400 8S4WG11 Dell Dimension CPU 4400 5S4WG11 Nicon Collpix 5000 178-74515-1762 I-Book 700 Mhz Small Screen N/A HP Laserjet Fax/Prtr/Scanner NOC EQUIPMENT Dell Power Vault 130T Robotic DLT UXCXM Seagate External DDS3 Tape Drive / STD62400N GT00MSM Dell Power Edge 6350 6J8I0 Raid Web 500 Gigs External Raid No Serial# Dell Power Edge 6350 Dual Xeon 550mhz 6J8EZ Dell Power Edge 6350 4Xeon 550mhz 6L80I Artecon 200 Gig External Raid 24514570296 Artecon 200 Gig External Raid 24514570320 Artecon 200 Gig External Raid 24514570326 Artecon 200 Gig External Raid 24515330067 ATL Power Store L200 DLT Auto Loader No Serial# TeleNet Server Pentium Pro 200 TSS97060017 Dell Power Edge 2400 Dual Pentium3 550mhz 4JEDB TeleNet Server Pentium2 333mhz TSS98040035 TeleNet Server Pentium2 300mhz TSS98040027 TeleNet Server Pentium2 266mhz TSS98050001 TeleNet Server Pentium2 266mhz TSS98030058 TeleNet Server Pentium2 400mhz TSS98030057 TeleNet Server Dual Pentium2 300mhz TSS98070082 TeleNet Server Pentium2 300mhz TSS98030005 3Com SuperStack2 Switch 7WKR101215 Gateway 2000 Pentium Pro 200mhz 7248477 Belkin OmniView No Serial# 3Com SuperStack2 Switch SWKR096596 ADC Kentrox Data-Smart T3/E3 IDSU DDM1UZPBRA Cisco 7200 72602314 Cisco 7200 72602346 Superstack II Dual Hub 500-0801 72BV200F84F Cisco Catalyst 1900 00902B49C540 Cisco 3524 Catalyst 000196348D00 Sun Ultra 5 FW01950150 Dell Pentium Dimension XPS Pro 200mhz 92CW1 Dell Pentium Dimension XPS P266 FN77S Cisco 3620 Frame Relay 362088634 96 Port Patch Panel No Serial# Centercom 3024tr (Hub) PT3F7080E Centercom 3024tr (Hub) F03N611BD Prime 133mhz No Serial# Generic Pentium Pro 200mhz H1VHGD Quantex Pentium 120mhz 5001410090 Quantex Pentium 120mhz 5001417346 Digital Link DL3100 Digital Service Multiplexer 3096030917 Digital Link T1 DSU/CSU Gateway 2000 PentiumII 266mhz 7252411 Power Mac 7100/80 FC5080UR44H Gateway Pentium 100mhz 5232643 ACI Pentium III 450mhz 97001420 Belkin OmniView 6 Port No Serial# Gateway Pentium Pro 200mhz 4224929 Gateway Pentium 120mhz 6425691 Unisys Pentium Pro 180mhz 4907791 ACI Pentium 100mhz No Serial# Belkin OmniView 6 Port No Serial# 3Com SuperStack2 Switch 7YDB025314 3Com SuperStack2 Switch 7WKR101189 Mag Innovision MI58HA022364 Belkin OmniView 6 Port No Serial# Mag Innovision MI58HB033662 ACI P.C. 97001422 Belkin Omniview Pro 8 Port No Serial# Dell M780 Monitor 5322DA0727 Telnet Server TSS98030051 Dell Poweredge 4300 01V8E Dell Dimension XPS D266 No Serial# Dell VC5 Monitor 15001106 Sun Netra Ultra Spark Drive 618F1905 Sun Ultra Enterprise 450 024H2F8C Mag Innovision / MagDX1795 018C1358 Telenet Server TSS98040034 Telenet Server TSS98070014 DLT Tape Drive External 2625 Sun 012H26ED CT US82321776 Gateway 2000 G6200 6986892 Gateway 2000 G6200 7248475 ACI PC 97200548 Gateway 2000 G6200 MI58HA022363 Belkin Omni View 6Port No Serial# 3Com SuperStack2 Switch 7A8F000301 3Com SuperStack2 Switch 7WKR106693 Power PC FC6012TV3FV Telenet Server TSS98030059 Telenet Server TSS98030060 Telenet Server TSS98070013 Gateway 2000 Vivitron / CPD-GF200 7050359 Belkin Omniview 6 Port No Serial# Sun Ultra 1 Creator 607F04E1 Sun Ultra 1 Creator 651F0EEE Sun Enterprise 220R 012H3098 Sparc Station 10 251F5398 Power PC XB5310L03FT Arena II Disk Array 10180 3Com Baseline Switch 0200/7A8F004256 Monarch MCS Server w/ AMD Athlon 15370 Dell PowerEdge 4600 3VK4M11 APC Smartcell XR EP9707162693 APC Smartcell XR EP9707162695 Automated tape Backup 2 - KRI Rackmount Drive Bays 2 - Cheetah Seagate SCSI 73.4 GB Drives MYLEX ExtremeRAID w/ 8GB Switch Matrox X4 Video Driver 250 GBG External Drive 8 - Cheetah Seagate SCSI 73.4 GB Drives Toshiba P-4 LapTop Computer IBM P-4 LapTop Computer Proliant 8 CPU Server PHONE SYSTEM Samsung DCS 50si Package w/ 6 Loop Misc. 1 for CID, 8 Station inter (6X16) system) SVMi-4 4 Port Voicemail Card 2 - single line ports 1 - 28 button Display Speaker Phones Falcon 28D 10 - 18 Button Display Speaker Phones Falcon 18D UPS / BACK-UP POWER Honda Generator (3KW) Honda Generator (3KW) EXHIBIT A Permitted Liens None.