Exhibit 4.8
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") is made and entered into as of
June 10, 2003 by and among QT-5, Inc., a Delaware corporation ("Debtor"), in
favor of Alliance Financial Network, Inc. ("Secured Party"), with reference to
the following facts and circumstances.
A. Debtor is delivering a promissory note to Secured Party in the principal
amount of $25,000 (the "Secured Amount").
B. In order to secure its obligations to repay the Secured Amount, Debtor
has agreed to grant Secured Party a security interest in certain collateral, as
described herein.
NOW, THEREFORE, IN CONSIDERATION of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Debtor and Secured Party hereby agree as follows:
1. GRANT OF SECURITY INTEREST. As security for Debtor's due and punctual
performance of the Obligations (as hereinafter defined), Debtor hereby pledges
with Secured Party the Collateral (as hereinafter defined), and grants, assigns,
transfers and conveys to Secured Party a continuing security interest in any and
all of Debtor's right, title and interest in and to the Collateral. Such
security interest shall be second in priority to (and in certain circumstances,
pari passu with) the security interest granted in favor of NDMS Investments,
L.P. and pari passu in priority with the security interests granted in favor of
Devenshire Management Corp. and Dale Affonso.
2. OBLIGATIONS. This Agreement, and Debtor's pledge of and grant to Secured
Party of a security interest in and to the Collateral, is made to secure: (i)
due and punctual performance of Debtor's obligation to repay the Secured Amount
pursuant to a Secured Note of even date herewith and any other note or
instrument executed by Debtor and payable to Secured Party which recites that it
is secured hereby, including any and all amendments, modifications, renewals,
extensions, substitutions or replacements hereof or thereof; (ii) due
performance of each and every material obligation, covenant and agreement of
Debtor contained herein or in any other note or instrument executed by Debtor
for the purpose of further securing the Secured Amount (collectively, the
"Obligations").
3. COLLATERAL. As used herein, the term "Collateral" shall collectively and
severally mean all assets of Debtor, including but not limited to the following:
(a) EQUIPMENT. All equipment (as defined in the California Uniform
Commercial Code (the "Code")), machinery, tools, furniture, furnishings, plant
fixtures, business fixtures and other storage and office equipment, now owned or
held, or hereafter acquired by the Debtor, wherever located, and all parts
thereof and all additions and accessions thereto and replacements thereof and
documents therefor, including any documents of title representing any of the
above (any and all of the foregoing being the "Equipment");
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(b) INVENTORY. All inventory (as defined in the Code) in all of its
forms, now owned or held, or hereafter acquired by the Debtor, wherever located,
including, but not limited to (i) all goods (wherever located and whether in the
possession of the Company or a bailee or other person for storage, transit, or
otherwise) manufactured or assembled or held for sale or lease or furnished, and
raw materials and work in process, finished and unfinished goods, and materials
used or consumed in the Debtor's business, (ii) all goods which are returned to
or repossessed by the Debtor, and (iii) all additions and accessions thereto and
replacements and products thereof, including, without limitation, any documents
of title representing any of the above (any and all of the foregoing being the
"Inventory");
(c) ACCOUNTS. All accounts, chattel paper, instruments (each as
defined in the Code), and other obligations of any kind, now owned or held or
hereafter acquired by the Debtor, including, without limitation, insurance
claims insurance settlement proceeds, tax refund claims and tax refunds arising
out of or in connection with the sale or lease of goods or the rendering of
services, and all rights in and to all security agreements, leases, and other
contracts securing or otherwise relating to any such accounts, general
intangibles, chattel paper, instruments or obligations, and all books and
records relating to any of the foregoing (any and all of the foregoing being the
"Accounts");
(d) INSTRUMENTS. All notes and other instruments (as defined in the
Code) and any instrument which constitutes a part of chattel paper, and other
evidences of indebtedness in which the Debtor now or hereafter has any interest,
to the extent of that interest;
(e) DOCUMENTS. All documents (as defined in the Code) in which the
Debtor now or hereafter has any interest, to the extent of that interest;
(f) CHATTEL PAPER. All chattel paper (as defined in the Code) in
which the Debtor now or hereafter has any interest;
(g) GENERAL INTANGIBLES. All General Intangibles (as hereinafter
defined) in which the Debtor now or hereafter has any interest, to the extent of
that interest, including, without limitation, the Debtor's interest in the
Patent Assignment between Debtor and Marshall Thompson and the subject Patent
No. 6,268,386 (the "Patent"). "General Intangibles" means any "general
intangibles" (as such term is defined in the Code), and shall include, without
limitation, (i) all patents, patent applications, trademarks, trademark
registrations, trade names and trademark applications; (ii) license agreements
with any other Parties, whether the Debtor is a licensor or licenses under any
such license agreement, and the right to prepare for sale, sell and advertise
for sale all inventory now or hereafter covered by such licenses; (iii) all of
the Debtor's books, records and files, including computer software and tapes and
all other forms of electronic information storage; (iv) copyrights and other
rights in intellectual property; (v) interests in partnerships, joints ventures
and other business associations; (vi) licenses and permits; (vii) trade secrets,
propriety or confidential information, customer lists, inventions (whether or
not patented or patentable), technical information, procedures, designs,
knowledge, know-how, software, data bases, data, skill, expertise, experience,
processes, models, drawings, materials and records, and goodwill; (viii) claims
in or under insurance
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policies, including unearned premiums; (ix) deposit accounts; (x) rights to
receive tax refunds and other payments; (xi) rights of indemnification; and
(xii) all of the Debtor's rights under any warranties or guaranties of any kind,
including equipment, machinery or services;
(h) CONTRACTS. All of the Debtor's rights under all contracts,
undertakings or agreements (other than rights evidenced by chattel paper,
documents or instruments) in or under which the Debtor may now or hereafter have
any right, title or interest, including, without limitation, with respect to an
account, any agreement relating to the terms of payment or the terms of
performance thereof;
(i) INVESTMENT PROPERTY. All investment property (as defined in the
Code), in which Debtor now or hereafter has an interest or entitlement;
(j) other personal property. All other goods and personal property in
which the Debtor has any interest, to the extent of that interest, whether now
or hereafter owned or existing, leased, consigned by or to or acquired by the
Debtor and wherever located; and
(k) PROCEEDS AND PRODUCTS. All proceeds and products of the foregoing
(including, without limitation, cash proceeds and non-cash proceeds resulting
from the sale or other voluntary or involuntary disposition thereof or any other
realization in respect thereof) and including, but not limited to, all property
of any type that is acquired with any cash proceeds, and all guarantees,
insurance and rights against sureties the Debtor may have in connection
therewith and all proceeds and products relating thereto or therefrom, and all
the Debtor's right, title and interest in and to additions, accessions,
replacements and substitutions to and for the foregoing, and all documents,
ledger sheets and files of the Debtor relating thereto. The term "proceeds" as
used herein shall include, without limitation, all accounts, chattel paper,
deposit accounts, instruments, equipment, inventory, documents, general
intangibles and other proceeds that arise from the sale, lease, transfer or
other use or disposition of any kind of any of the Collateral described in the
foregoing paragraphs (a) through (j), inclusive, or proceeds, and all proceeds
of any type described above acquired with cash proceeds.
4. POWERS OF SECURED PARTY. Debtor appoints Secured Party its true
attorney-in-fact, effective upon any Event of Default, to perform any of the
following powers, which are coupled with an interest, are irrevocable until
termination of this Agreement and may be exercised from time to time by Secured
Party' officers, employees or agents, or any of them: (i) to liquidate any
certificate of deposit pledged to Secured Party hereunder prior to its maturity
date and to apply the proceeds thereof to payment of the Obligations or hold
such proceeds as part of the Collateral, notwithstanding the fact that such
liquidation may give rise to penalties for early withdrawals of funds; (ii) to
sell, exchange or otherwise dispose of any portion of the Collateral and to
apply the proceeds thereof to payment of the Obligations; (iii) to notify any
person obligated on any security, instrument or other document subject to this
Agreement of Secured Party' rights hereunder; (iv) to collect by legal
proceedings or otherwise all dividends, interest, principal or other sums now or
hereafter payable upon or on account of the Collateral; (v) to enter into any
extension, reorganization, deposit, merger or consolidation agreement,
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or any other agreement relating to or affecting the Collateral or proceeds, and
in connection therewith to deposit or surrender control of the Collateral,
accept other property in exchange for the Collateral, and do and perform such
acts and things as Secured Party may deem proper, and any money or property
received in exchange for the Collateral shall be applied to the Obligations;
(vi) to make any compromise or settlement Secured Party deem necessary,
desirable or proper in respect of the Collateral; (vii) to insure, process and
preserve the Collateral; and (viii) to perform any obligation of Debtor under
this Agreement, in Debtor's name or otherwise.
5. REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants to
Secured Party as follows:
(a) Debtor is a corporation, duly organized, validly existing and in
good standing under the laws of the State of Delaware.
(b) Debtor has all requisite capacity and power to execute, deliver
and perform its obligations under this Agreement, except that Debtor discloses
and represents that there is an existing dispute between Debtor and Marshall
Thompson, the inventor and proprietary owner of that certain United States
Patent No. 6,268,386 dated July 31, 2001 for Nicotine Beverage and Debtor is in
the process of demanding arbitration to resolve the dispute. This Agreement has
been duly authorized by all necessary corporate action, has been validly
executed and delivered by Debtor, constitutes the legal, valid and binding
obligation of Debtor, enforceable in accordance with its terms, and creates a
legal, valid and enforceable security interest in and to the Collateral.
(c) Except as otherwise set forth on Schedule 5(c), Debtor owns the
Collateral free and clear of all liens, claims, encumbrances, security interests
or equities, other than the security interest created hereby.
(d) Debtor's principal place of business is at the location set forth
in Section 14, and, except as otherwise set forth on Schedule 5(d), all of the
Collateral is physically located in the County of Los Angeles, State of
California.
(e) Debtor has not sold, transferred, assigned or conveyed the
Collateral, or any portion thereof, to any person other than Secured Party.
6. COVENANTS AND AGREEMENTS OF DEBTOR. Debtor covenants and agrees with
Secured Party that from the date hereof and until payment and satisfaction in
full of each and all of the Obligations, unless Secured Party shall otherwise
consent in writing, which consent shall be granted or withheld in Secured Party'
sole and absolute discretion, Debtor will:
(a) Duly observe and perform each and every material term and
condition of any and all agreements, instruments and documents relating to the
Collateral, and diligently protect and enforce its rights under all such
agreements.
(b) Pay promptly when due all taxes, assessments and governmental
charges or levies imposed upon the Collateral or in respect of the income
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and profits therefrom, except where nonpayment does not involve any danger of
sale, forfeiture or loss of any of the Collateral or any interest therein.
(c) Insure the Collateral with financially sound and reputable
insurers against loss or damage by fire, theft, bodily injury and such other
casualties, as are usually insured against by companies engaged in the same or
similar businesses as Debtor.
(d) Keep and maintain at its own cost and expense satisfactory and
complete records of the Collateral, including without limitation a record of all
payments received and all credits granted with respect to the Collateral and all
other dealings in the Collateral. Upon the occurrence of any Event of Default,
Debtor will deliver and turn over any such books and records to the Secured
Party at any time on demand of the Secured Party. Prior to the occurrence of an
Event of Default and upon reasonable written notice of no less than five (5)
business days from Secured Party, Debtor shall permit any representative of
Secured Party to inspect such books and records and will provide photocopies
thereof to Secured Party at Secured Party's expense. Upon reasonable written
notice of no less than five (5) business days to Debtor, with the consent of the
Debtor, as to the time of entry, which consent shall not be unreasonably
withheld, Secured Party shall also have the right to enter into and upon the
premises where any of the Equipment or Inventory is located for the purpose of
inspecting the same, observing its use and otherwise protecting Secured Party's
interests therein.
(e) Give Secured Party ten (10) days prior written notice before (i)
changing its principal place of business or moving its books and records to a
location other than that set forth in Section 14 hereof; (ii) changing the
location of any Equipment or Inventory, or (iii) changing the location of any
other Collateral to a place outside the State of California; and in any such
event taking such action as is necessary to cause the security interest in the
Collateral to continue to be perfected.
(f) Not change its name, identity or corporate structure in any
manner which might make any financing or continuation statement filed in
connection with this Agreement misleading within the meaning of Section 9-402 of
the Code, unless Debtor shall have taken all action necessary or reasonably
requested by Secured Party to amend such financing or continuation statement so
that it is not seriously misleading and shall have notified Secured Party of
such action.
(g) Not sell, lease, assign, transfer, convey, pledge, hypothecate,
mortgage or further encumber any of the Collateral, provided that Debtor, so
long as no Event of Default shall have occurred and be continuing, may in the
ordinary course of business (i) sell Inventory and goods, (ii) collect and
settle Accounts and (iii) dispose of obsolete or non-serviceable Equipment. In
addition, Debtor may grant security interests in favor of NDMS Investments,
L.P., Devenshire Management Corp. and Dale Affonso.
(h) Promptly pay or otherwise cause to be discharged any lien,
charge, security interest or other encumbrance that may attach to the
Collateral, or any portion thereof, other than pursuant to this Agreement.
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(i) Promptly notify Secured Party of any attachment or other legal
process levied against any of the Collateral and of any filed claims or
proceedings, that might in any way affect or impair Secured Party' security
interest in the Collateral or the rights and remedies of Secured Party with
respect thereto as noted in paragraph 5(b) above.
(j) Defend the Collateral against all claims, liens, security
interests, demands and other encumbrances of third parties at any time claiming
an interest in the Collateral that is adverse to Secured Party' interest in the
Collateral hereunder.
(k) At the written request of Secured Party and at Secured Party's
expense, execute and permit to be filed one or more financing statements, and
amendments thereto, under the Code, any other applicable state's Uniform
Commercial Code naming Debtor as debtor and Secured Party as secured Parties and
indicating therein the types or describing the Collateral.
(l) Not, without the prior written consent of Secured Party, which
consent shall not be unreasonably withheld, execute, file or authorize or permit
to be filed in any jurisdiction or with any governmental authority any financing
or similar statement relating to the Collateral, or any portion thereof, in
which any person other than Secured Party is named as a secured Parties
thereunder.
(m) Reimburse Secured Party upon demand for any costs and fees,
including reasonable attorneys' fees and accountants' fees and other expenses,
incurred in collecting any sums payable by Debtor under any of the Obligations
secured hereby, enforcing any term or provision of this Agreement or otherwise
in the collection of the Collateral and the preparation and enforcement of any
agreement relating thereto.
(n) Take any and all actions reasonably requested in writing by
Secured Party to payoff those certain obligations set forth on Schedule 5(c)
hereto, if any, including, but not limited to, the filing of one or more Uniform
Commercial Code termination statements or other applicable documents.
(o) Execute and deliver to Secured Party any and all further
agreements, instruments, or documents and take any and all such further action
as Secured Party, in its sole discretion, may deem necessary or advisable in
order to evidence, effectuate, perfect, protect, maintain, or realize upon
Secured Party' security interest in the Collateral or the priority thereof
including, without limitation, any documents required to be filed with the
United States Patent and Trademark Office.
7. EVENTS OF DEFAULT. The occurrence of an "Event of Default" under the
Secured Note (after expiration of any applicable cure periods) shall constitute
an "Event of Default" hereunder.
8. SECURED PARTY' REMEDIES. If an Event of Default occurs hereunder, then,
Secured Party may, at its option, but is not required to, do any one or more of
the following without demand or notice to Debtor:
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(a) Declare all of the Obligations immediately due and payable in
full, notwithstanding the terms of any other writing or evidence of debt;
(b) Transfer the Collateral into Secured Party' s name or that of its
nominee;
(c) From time to time, proceed with the foreclosure of Secured
Party's security interest and sale of the Collateral, or any portion of it, in
any manner permitted by law or provided for herein;
(d) Take possession of and retain the Collateral in satisfaction of
the Obligations upon compliance with the provisions of the Code; or
(e) Exercise any and all remedies of a secured Parties under the Code
or as otherwise provided by law.
9. APPLICATION OF PROCEEDS. After the occurrence of an Event of Default,
all income and distributions with respect to the Collateral and all proceeds
from any sale of the Collateral pursuant hereto shall be applied as follows:
(a) First, in such order as Secured Party shall in its sole
discretion determine, (i) to the payment of all costs and expenses incurred by
Secured Party in connection with any sale of the Collateral, including, without
limitation, all court costs and the reasonable fees and expenses of counsel for
Secured Party in connection therewith; (ii) to the repayment of all advances
made by Secured Party hereunder for the account of Debtor; and (iii) the payment
of any and all other costs and expenses paid or incurred by Secured Party in
connection with this Agreement or otherwise in connection with the Obligations
or the exercise of any right or remedy hereunder;
(b) Second, to the payment of interest on the Obligations;
(c) Third, to the payment or satisfaction of the Obligations; and
(d) Fourth, any amounts remaining after the foregoing applications
shall be remitted to Debtor or as a court of competent jurisdiction may
otherwise direct.
10. POWER OF ATTORNEY.
(a) Debtor does hereby irrevocably make, constitute and appoint
Secured Party or any of its officers or designees its true and lawful
attorney-in-fact with full power in the name of Secured Party or Debtor
effective upon an Event of Default to endorse any notes, checks, drafts, money
orders or other evidence of payment relating to the Collateral that may come
into the possession of Secured Party, and to do any and all other acts necessary
or proper to carry out the intent of this Agreement;
(b) Debtor does hereby further irrevocably make, constitute and
appoint Secured Party or any of its officers or designees its true and lawful
attorney-in-fact in the name of Secured Party or Debtor effective upon an Event
of Default, (i) to enforce all Debtor's rights under and pursuant to all
agreements with respect to the
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Collateral and to enter into such other agreements as may be necessary to
protect Secured Party' rights and interest in and to the Collateral; (ii) to
execute such other and further mortgages, pledges and assignments of the
Collateral as Secured Party may reasonably require for the purpose of
protecting, maintaining or enforcing the security interest granted to the
Secured Party herein; and (iii) to do any and all other things necessary or
proper to carry out the intention of this Agreement; and
(c) Each of the foregoing appointments shall be deemed coupled with
an interest and irrevocable.
11. PRIVATE SALE AUTHORIZED.
(a) Debtor recognizes that Secured Party may be unable to effect a
public sale of all or part of the Collateral. Debtor consents to a private sale
even though such sale may be at prices and upon terms less favorable than if the
Collateral were sold at public sales.
(b) Debtor recognizes that a sale, public or private, of the
Collateral may not be able to be effected and Secured Party or its assignee are
hereby expressly authorized at their election to retain the Collateral until a
sale can be effected. Until such sale, Secured Party or its assignee may elect
to hold the Collateral and be treated as the owner thereof, and shall be
entitled to collect all income thereon.
(c) The purchaser or purchasers at any public or private sale of the
Collateral shall take the Collateral free of any right or equity of redemption
in Debtor, which rights and equities Debtor hereby expressly waives.
(d) Debtor agrees that written notice mailed to Debtor twenty (20)
business days prior to the date of public or private sale of the Collateral
shall constitute reasonable notice for such sales.
12. FINANCING STATEMENTS AND PAYMENT DIRECTIONS. To the extent permitted by
law, Debtor hereby authorizes Secured Party to file any amendments to or
continuations of any financing statement filed with regard to the Collateral
without the signature of Debtor. Debtor further authorizes Secured Party upon an
Event of Default to notify any account debtors that all sums payable to Debtor
relating to the Collateral shall be paid directly to Secured Party.
13. TERMINATION. Upon satisfaction in full of each and all of the
Obligations, and the payment of all additional costs and expenses of Secured
Party provided for herein, this Agreement shall terminate and Secured Party
shall deliver to Debtor, at Debtor's expense, such of the Collateral as shall
not have been sold or otherwise disposed of or applied pursuant to this
Agreement; provided that if Secured Party is required to return any amounts
received by Secured Party on account of the Obligations, the first priority
security interests provided hereunder shall reattach.
14. NOTICES. Any notice or other communication required or permitted to be
given under this Agreement shall be in writing and sent by United States
Overnight Express Mail or priority Federal Express delivery, postage prepaid,
and addressed as follows:
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If to Debtor: QT-5, Inc.
------------
5655 Lindero Canyon Road, Suite 120
Westlake Village, CA 91362
Attention: Timothy J. Owens
If to Secured Party: Alliance Financial Network, Inc.
-------------------
2436 West Coast Highway
Suite 2A
Newport Beach, CA 92663
Attention: Bill Bossung
or such other address as either Parties may from time to time specify in writing
to the other in the manner aforesaid. If personally delivered, such notices or
other communications shall be deemed delivered upon delivery. If sent by United
States mail or Federal Express delivery, such notices or other communications
shall be deemed delivered upon delivery or refusal to accept delivery as
indicated on the delivery receipt.
15. SURVIVAL OF REPRESENTATIONS. All covenants, agreements or
representations and warranties made herein and in any documents delivered
pursuant hereto shall survive the execution hereof.
16. ASSIGNMENTS. Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the successors and
assigns of such Parties, and all covenants, promises and agreements by or on
behalf of Debtor contained in this Agreement shall bind and inure to the benefit
of the successors and assigns of Secured Party and Debtor.
17. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of California, without regard
to conflict of laws principles.
18. NO IMPLIED WAIVERS BY SECURED PARTY. Neither any failure nor any delay
on the part of Secured Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any other right,
power or privilege. The rights, remedies and benefits of Secured Party herein
expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits that Secured Party may have at law, in equity, by statute
or otherwise. Without limiting the generality of the foregoing, Secured Party
shall have all rights and remedies of a secured Party under Division 9 of the
Code, as it may be amended or superseded from time to time.
19. MODIFICATIONS AND WAIVERS.
(a) No modification, amendment or waiver of any provision of this
Agreement, nor consent to any departure of Debtor herefrom, shall in any event
be
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effective unless the same shall be in writing and signed by Secured Party, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given.
(b) No notice or demand on Debtor in any case shall entitle Debtor to
any other or further notice or demand in the same, similar or other
circumstances.
(c) Debtor hereby waives presentment, notice of dishonor and protest
of all instruments included in or evidencing the liability of Debtor in respect
of the Obligations or the Collateral and any and all other notices and demands
whatsoever, whether or not relating to such instruments.
(d) The Obligations shall not be affected by (i) the failure of
Secured Party to assert any claim or demand or to enforce any right or remedy
against Debtor; (ii) any extension or renewal thereof; (iii) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Agreement or of any other agreement; or (iv) the release of any collateral held
by Secured Party for the Obligations or any of them.
20. SEVERABILITY. In case any one or more of the provisions contained in
this Agreement should be determined by a court of law to be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.
21. SUBMISSION TO JURISDICTION; SERVICE OF PROCESS. Debtor hereby:
(a) irrevocably submits to the jurisdiction of the state and federal
courts sitting in the City of Los Angeles, State of California for the purpose
of any suit, action or other proceedings arising out of or based upon this
Agreement or the subject matter hereof brought by any party hereto or their
respective successors or assigns; and
(b) waives, and agrees not to assert, by way of motion, as a defense,
or otherwise, in any such suit, action or proceeding, any claim that it is not
subject personally to the jurisdiction of the above named courts, that its
property is exempt or immune from attachment or execution, that the suit, action
or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Agreement or the subject matter
hereof may not be enforced in or by such court.
(c) waives any right to jury trial and any offsets or counterclaims
in any such action, suit or proceeding (other than compulsory counterclaims);
and
(d) consents to service of process by registered mail at the address
to which notices are to be given.
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22. CAPTIONS. The captions in this Agreement are inserted only as a matter
of convenience and for reference and shall not be deemed to define, limit,
enlarge, or describe the scope of this Agreement or the relationship of the
parties, and shall not affect this Agreement or the construction of any
provisions herein.
23. PRONOUNS. Whenever the context so requires, the masculine shall include
the feminine and the neuter, and the singular shall include the plural, and
conversely.
24. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument. The facsimile of the executed
counterpart shall have the same force and effect as if it was an originally
executed counterpart.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
QT-5, INC.,
a Delaware corporation
By: /s/ Steve Reder
-----------------------------------
Steve Reder
President, Director
By: /s/ Timothy Owens
-----------------------------------
Tim Owens
Chief Executive Officer, Director
Acknowledged and agreed by Secured Party:
ALLIANCE FINANCIAL NETWORK, INC.
a Nevada limited partnership
By /s/ William Bossung
- -----------------------------------------
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Schedule 5(c)
NONE
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Schedule 5(d)
NONE
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EXHIBIT A
PATENT MORTGAGE
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