EXHIBIT 10.2
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STOCK PLEDGE AGREEMENT
dated June 30, 2005
between
BROOKSTREET CAPITAL CORP.
Pledgor
and
PENDER INTERNATIONAL, INC.
Pledgee
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STOCK PLEDGE AGREEMENT
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AGREEMENT, dated June 30, 2005, between BROOKSTREET CAPITAL CORP., a
Delaware corporation, having an address at c/o William J. Reilly, Esq., 401
Broadway, Suite 912, New York, NY 10013 ("Pledgor"), and PENDER INTERNATIONAL,
INC., a Delaware corporation, having an address at 123 Commerce Valley Drive
East, #300, Thornhill, ON L3T 7W8 Canada , ("Pledgee").
W I T N E S S E T H:
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WHEREAS, concurrently herewith Pledgee is lending to Pledgor the sum
of US$250,000.00, as evidenced by a Promissory Note of even date herewith (the
"Note"); and
WHEREAS, in order to induce Pledgee to make said loan, Pledgor has
agreed to pledge to Pledgee, as security for the loan, the 100 shares of stock
of MONTEBELLO DEVELOPMENTS CORP. (the "Shares"), a corporation organized under
the laws of Ontario;
NOW THEREFORE, in consideration of Ten Dollars, and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Pledge Of The Shares. Pledgor hereby pledges the Shares to
Pledgee to secure the full and prompt payment all principal and interest due or
to become due under the aforesaid Note.
2. Pledgor's Representations And Warranties. Pledgor hereby
represents and warrants to Pledgee that:
(a) There are no restrictions upon the transfer of any of the Shares,
other than may appear on the face of the certificates, and Pledgor has the
right to transfer the Shares free of any encumbrance without the consent of any
person or entity.
(b) Pledgor has the power to execute, deliver and perform the provisions
of this Agreement and all instruments and documents delivered or to be
delivered pursuant hereto, and has taken or caused to be taken all necessary or
appropriate actions to authorize the execution, delivery and performance of
this Agreement and all such instruments and documents.
(c) Pledgor is the legal and equitable owner of the Shares, free and
clear of all security interests, liens, claims and encumbrances of every
kind and nature.
3. Protection Of The Shares. Pledgor shall defend the title to the
Shares against all claims and demands whatsoever. Pledgor shall not sell,
exchange, assign, transfer or otherwise dispose of the Shares, and shall not
pledge, encumber, hypothecate, mortgage, create a lien on or security interest
in the Shares, without the prior written consent of Pledgee in each instance.
During the term of this Agreement, and so long as there has not
occurred an Event of Default, Pledgor shall have the right to vote the Shares
on all corporate questions, and Pledgee shall execute due and timely proxies in
favor of Pledgor to that end.
In the event that during the term of this Agreement any dividend,
reclassification, readjustment or other change is declared or made in the
capital structure of the Corporation, all new, substituted and additional
Shares or other securities issued by reason of any such change immediately
shall be assigned and delivered by Pledgor to Pledgee and shall be held by
Pledgee pursuant to this Agreement.
In the event that during the term of this Agreement any warrants or
other rights or options shall be issued in connection with the Shares, such
warrants, rights and options immediately shall be assigned and delivered by
Pledgor to Pledgee and shall be held by Pledgee pursuant to this Agreement.
4. Default. The occurrence of any one or more of the following
events (hereinafter referred to as "Events of Default") shall constitute a
default hereunder:
(a) If Pledgor shall default in the payment of any principal or interest
due under the Note; or
(b) If Pledgor shall fail to pay, perform or observe any material
covenant, agreement, term or provision of this Agreement; or
(c) If any representation, warranty or other statement of fact herein or
in any writing, certificate, report or statement at any time furnished to
Pledgee pursuant to or in connection with this Agreement or the Note shall be
false or misleading in any material respect; or
(d) If Pledgor shall: admit in writing its inability to pay its debts
generally as they become due; file a petition for relief under the bankruptcy
laws or a petition to take advantage of any insolvency act; make an assignment
for the benefit of creditors; commence a proceeding for the appointment of a
receiver, trustee, liquidator or conservator of itself or the whole or any
substantial part of its property; file a petition or answer seeking
reorganization or arrangement or similar relief under the Federal Bankruptcy
Laws or any other applicable law or statute of the United States or any State;
or if Pledgor shall be adjudged a bankrupt or insolvent, or a court of
competent jurisdiction shall enter any order, judgment or decree appointing a
receiver, trustee, liquidator or conservator of Pledgor or of the whole or any
substantial part of the property of Pledgor or approves a petition filed
against Pledgor seeking reorganization or similar relief under the Federal
Bankruptcy Laws or any other applicable law or statute of the United States or
any State.
(e) If all or any part of the Shares shall be sold, transferred or
assigned, or shall be further encumbered, hypothecated, mortgaged, or made
subject to any other lien or security interest, without the prior written
consent of Pledgee.
5. Rights And Remedies. Pledgee shall have all rights and remedies
provided by the Uniform Commercial Code in effect in the State of New York on
the date hereof.
6. Release Of The Shares. Upon payment in full of the Note and any
other sums due Pledgee hereunder, Pledgee shall deliver to Pledgor the Shares
and any other collateral held hereunder.
7. Notices. All notices, requests, demands or other communications
provided for herein shall be in writing and shall be deemed to have been
properly given if sent by registered or certified mail, return receipt
requested, addressed to the parties at their respective addresses herein above
set forth, or at such other addresses as the parties may designate in writing.
Pledgor immediately shall notify Pledgee of any change in the address of
Pledgor or discontinuance of the place of business or residence of Pledgor.
8. Modification And Waiver. No modification or waiver of any
provision of this Agreement, and no consent by Pledgee to any breach thereof by
Pledgor, shall be effective unless such modification or waiver shall be in
writing and signed by Pledgee, and the same shall then be effective only for
the period and on the conditions and for the specific instances and purposes
specified in such writing. No course of dealing between Pledgor and Pledgee in
exercising any rights or remedies hereunder shall operate as a waiver or
preclude the exercise of any other rights or remedies hereunder.
9. Applicable Law. This Agreement shall be construed in accordance
with and shall be governed by the laws of the State of Delaware.
10. Benefit. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above written.
BROOKSTREET CAPITAL CORP.
ATTEST:
Per /s/ Karen Lam
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KAREN LAM, President
Per /s/ Karen Lam
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Secretary
PENDER INTERNATIONAL, INC.
ATTEST:
Per /s/ Kalson Jang
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KALSON JANG, Chairman
Per /s/ Minh-Ngoc Pham
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Secretary