Exhibit 10.3
PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT (this "Security Agreement") is entered
into as of July 22, 2004, by and among SBS INTERACTIVE, CO., a Florida
corporation (the "Company"), SBS INTERACTIVE, INC., a Nevada corporation (the
"Subsidiary"; each of the Company and the Subsidiary is referred to herein as a
"Borrower," and collectively as the "Borrowers"), and ARTHUR COHN (the "Secured
Party").
RECITALS
A. Reference is hereby made to that certain Loan Agreement of even date
herewith, by and among the Borrowers and the Secured Party (the "Loan
Agreement").
B. To secure the "Loan Obligations" (as defined in the Loan Agreement) the
Borrowers have agreed to grant to Secured Party a security interest in the
"Collateral," as defined herein.
NOW, THEREFORE, in consideration of the foregoing recitals, which are
hereby incorporated into, and made a part of, this Security Agreement, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrowers and Secured Party, intending to be legally bound, hereby
agree as follows:
1. Security Interest.
(a) To secure prompt and complete payment and performance of the Loan
Obligations, each Borrower hereby pledges, assigns, transfers and grants to
Secured Party a perfected, first priority continuing security interest in all
properties, assets and rights of each Borrower, subject to no other liens or
encumbrances, now owned or at any time hereafter acquired by such Borrower or in
which the Borrower now has or at any time in the future may acquire any right,
title or interest, wherever located or situated (hereinafter, collectively
called the "Collateral").
Without limitation of the foregoing, the Collateral includes the
following:
(i) all Accounts;
(ii) all As-Extracted Collateral;
(iii) all Chattel Paper;
(iv) all Commercial Tort Claims;
(v) all Consignments;
(vi) all Contracts;
(vii) all Copyrights;
(viii) all Copyright Licenses;
(ix) all Deposit Accounts;
(x) all Documents;
(xi) all Electronic Chattel Paper;
(xii) all Encumbrances;
(xiii) all Money;
(xiv) all Equipment;
(xv) all Fixtures;
(xvi) all Goods
(xvii) all General Intangibles;
(xviii) all Health-Care-Insurance Receivables;
(xxix) all Instruments;
(xx) all Inventory;
(xxi) all Investment Property;
(xxii) all Letter-of-Credit Rights;
(xxiii) all Letters of Credit;
(xxiv) all Patents;
(xxv) all Patent Licenses;
(xxvi) all Payment Intangibles;
(xxvii) all Promissory Notes;
(xxviii) all Software;
(xxvix) all Supporting Obligations;
(xxx) all Tangible Chattel Paper;
(xxxi) all Trademarks;
(xxxii) all Trademark Licenses;
(xxxiii) all Vehicles; and
(xxxiv) to the extent not otherwise included, all
Proceeds (including condemnation
proceeds), all Accessions, attachments
and additions thereto and all
substitutions, renewals and
replacements therefore and rental
payments and products of any and all of
the foregoing.
(b) Borrowers expressly acknowledge that the security interest granted
hereunder will remain as security for payment and performance of the Loan
Obligations, whether now existing or which may hereafter be incurred by future
advances, or otherwise. The notice of the continuing grant of this security
interest therefore shall not be required to be stated on the face of any
document representing any such Loan Obligations, nor otherwise identify it as
being secured hereby.
2. Cross-Collateralization. All Collateral which Secured Party may at any
time acquire from the Borrowers or from any other source in connection with any
of the Loan Obligations shall constitute collateral for each and every Loan
Obligation, without apportionment or designation as to particular Loan
Obligations, and all Loan Obligations, however and whenever incurred, shall be
secured by all Collateral, however and whenever acquired, and Secured Party
shall have the right, in its sole discretion, to determine the order in which
Secured Party's rights in, or remedies against, any Collateral are to be
exercised, and which type or which portions of Collateral are to be proceeded
against and the order of application of Proceeds of Collateral as against
particular Loan Obligations.
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3. Definitions. All capitalized terms set forth in this Security
Agreement, unless otherwise defined herein, will have the same meanings provided
to those terms as set forth in the Loan Agreement.
The following terms shall have the following meanings:
(a) "Accessions" means all Accessions, as that term is defined in
the UCC;
(b) "Accounts means all Accounts, as that term is defined in the
UCC;
(c) "As-Extracted Collateral" means all As-Extracted Collateral, as
that term is defined in the UCC;
(d) Chattel Paper" means all Chattel Paper, as that term is defined
in the UCC;
(e) "Commercial Tort Claims" means all Commercial Tort Claims, as
that term is defined in the UCC;
(f) "Consignments" means all Consignments, as that term is defined
in the UCC;
(g) "Contracts" means all contracts, undertakings, franchise
agreements or other agreements (other than rights evidenced by Chattel Paper,
Documents or Instruments) in or under which the Borrowers may now or hereafter
have any right, title or interest, including, without limitation, with respect
to an Account, and any agreement relating to the terms of payment or the terms
of performance thereof;
(h) "Copyrights" means (a) all copyrights of the United States or
any other country; (b) all copyright registrations filed in the United States or
in any other country; and (c) all proceeds thereof;
(i) "Copyright License" means all agreements, whether written or
oral, providing for the grant by the Borrowers of any right to use any
Copyright;
(j) "Deposit Accounts" means all Deposit Accounts, as that term is
defined in the UCC:
(k) "Documents" means all Documents, as that term is defined in the
UCC:
(l) "Electronic Chattel Paper" means all Electronic Chattel Paper,
as that term is defined in the UCC, evidenced by a record or records consisting
of information stored in an electronic medium;
(m) "Encumbrance(s)" means all Encumbrance(s), as that term is
defined in the UCC;
(n) "Equipment" means all Equipment, as that term is defined in the
UCC;
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(o) "Fixtures" means all Fixtures, as that term is defined in the
UCC;
(p) "General Intangibles" means all General Intangibles, as that
term is defined in the UCC;
(q) "Goods" means all Goods, as that term is defined in the UCC;
(r) "Instruments" means all Instruments, as that term is defined in
the UCC;
(s) "Inventory" means all Inventory, as that term is defined in the
UCC;
(t) "Investment Property" means all Investment Property, as that
term is defined in the UCC;
(u) "Letters of Credit" means all Letters of Credit, as that term is
defined in the UCC;
(v) "Letter-of-Credit Rights" means all Letter-of-Credit Rights, as
that term is defined in the UCC;
(w) "Patents" means (a) all letters patent of the United States and
all reissues and extensions thereof, (b) all applications for letters patent of
the United States and all divisions, continuations and continuations-in-part
thereof or any other country, (c) all proceeds thereof, including the goodwill
of the business connected with the use of and symbolized by the Patents, and (d)
all Patents listed on Schedule 2 of the Loan Agreement;
(x) "Patent License" means all agreements, whether written or oral,
providing for the grant by the Borrowers of any right to manufacture, use or
sell any invention covered by a Patent, including, without limitation, any
thereof referred to in any schedule attached hereto;
(y) "Payment Intangibles" means all Payment Intangibles, as that
term is defined in the UCC;
(z) "Proceeds" means all Proceeds, as that term is defined in the
UCC;
(aa) "Promissory Note(s)" means all Promissory Note(s), as that term
is defined in the UCC, including the Debenture;
(bb) "Software" means all Software, as that term is defined in the
UCC;
(cc) "Supporting Obligations" means all Supporting Obligations, as
that term is defined in the UCC;
(dd) "Tangible Chattel Paper" means all Tangible Chattel Paper, as
that term is defined in the UCC;
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(ee) "Trademarks" means (a) all trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
service marks, logos and other source or business identifiers and the goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether registered in the United States Patent and Trademark Office
or in any similar office or agency of the United States, any State thereof or
any other country or any political subdivision thereof or otherwise; (b) all
renewals thereof; and (c) all proceeds thereof, including the goodwill of the
business connected with the use of and symbolized by the Trademarks;
(ff) "Trademark License" means any agreement, written or oral,
providing for the grant by the Borrowers of any right to use any Trademark;
(gg) "UCC" means Article 9 of the Uniform Commercial Code as may,
from time to time, be enacted and in effect in the States of Florida, Nevada, or
New York, as applicable; and
(hh) "Vehicles" means all cars, trucks, trailers, construction and
earth moving equipment and other vehicles owned by the Borrowers and covered by
a certificate of title under the laws of any state, and all tires and other
appurtenances to any of the foregoing.
4. Rights of Secured Party. Upon the occurrence of any Event of Default,
Secured Party shall have the right to declare all of the Loan Obligations to be
immediately due and payable and shall then have the rights and remedies of a
secured party under the UCC or under any other applicable law, including,
without limitation, the right to take possession of the Collateral, and in
addition thereto, the right to enter upon any premises on which the Collateral
or any part thereof may be situated and remove the same therefrom and the right
to occupy the Borrowers' premises for the purposes of liquidating Collateral,
including without limitation, conducting an auction thereon. Secured Party may
require the Borrowers to make the Collateral (to the extent the same is
moveable) available to Secured Party at a place to be designated by Secured
Party. Secured Party may, at its option, sell the Collateral on credit, and
furthermore may sell the Collateral without giving any warranties as to the
Collateral and may specifically disclaim any warranties of title or the like,
which shall not be considered to adversely affect the commercial reasonableness
of any sale of the Collateral. Unless the Collateral is perishable or threatens
to decline speedily in value or is of a type customarily sold on a recognized
market, Secured Party will give the Borrowers at least ten (10) days' prior
written notice at the address of the Borrowers set forth above (or at such other
address or addresses as the Borrowers shall specify in writing to Secured Party)
of the time and place of any public sale thereof or of the time after which any
private sale or any other intended disposition thereof is to be made. Any such
notice shall be deemed to meet any requirement hereunder or under any applicable
law (including the UCC) that reasonable notification be given of the time and
place of such sale or other disposition. After deducting all costs and expenses
of collection, storage, custody, sale or other disposition and delivery
(including reasonable attorneys' fees) and all other reasonable charges against
the Collateral, the residue of the Proceeds of any such sale or disposition
shall be applied to the payment of the Loan Obligations in such order of
priority as Secured Party shall determine and any surplus shall be returned to
the Borrowers or to any person or party lawfully entitled thereto. In the event
the Proceeds of any sale, lease or other disposition of the Collateral
hereunder, including without limitation, the Proceeds from the collection of
Accounts, are insufficient to pay all of the Loan Obligations in full, the
Borrowers will be liable for the deficiency, together with interest thereon, at
the maximum rate allowable by law, and the costs and expenses of collection of
such deficiency, including (to the extent permitted by law) without limitation,
attorneys' fees, expenses and disbursements.
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5. Right of Secured Party to Use and Operate Collateral, Etc. Upon the
occurrence of any Event of Default, Secured Party shall have the right and power
to take possession of all or any part of the Collateral, and to exclude the
Borrowers and all persons claiming under the Borrowers wholly or partly
therefrom, and thereafter to hold, store, and/or use, operate, manage and
control the same. Upon any such taking of possession, Secured Party without
obligation to do so, may, from time to time, at the expense of the Borrowers,
make all such repairs, replacements, alterations, additions and improvements to
the Collateral as Secured Party may deem proper. The Borrowers hereby expressly
waive any obligation of the Secured Party to process and/or prepare any
Collateral prior to any sale or other disposition thereof. Upon any taking of
possession of all or any part of the Collateral, Secured Party shall have the
right to manage and control the Collateral and to carry on the business and to
exercise all rights and powers of the Borrowers with respect thereto as Secured
Party shall reasonably deem best, including the right to enter into any and all
such agreements with respect to the operation of the Collateral or any part
thereof as Secured Party may see fit; and Secured Party shall be entitled to
collect and receive all issues, profits, fees, revenues and other income of the
same and every part thereof. Such issues, profits, fees, revenues and other
income shall be applied to pay the expenses of holding and operating the
Collateral and of conducting the business thereof, and of all maintenance,
repairs, replacements, alterations, additions and improvements, and to make all
payments which Secured Party may be required or may elect to make, if any, for
taxes, assessments, insurance and other charges upon the Collateral or any part
thereof, and all other payments which Secured Party may be required or
authorized to make under any provision of this Security Agreement (including
legal costs and attorneys' fees). The remainder of such issues, profits, fees,
revenues and other income shall be applied to the payment of the Loan
Obligations in such order of priority as Secured Party shall determine. Without
limiting the generality of the foregoing, Secured Party shall have the right to
apply for and have a receiver appointed by a court of competent jurisdiction in
any action taken by Secured Party to enforce its rights and remedies hereunder
in order to manage, protect and preserve the Collateral and continue the
operation of the business of the Borrowers and to collect all revenues and
profits thereof and apply the same to the payment of all expenses and other
charges of such receivership including the compensation of the receiver and to
the payment of the Loan Obligations as aforesaid until a sale or other
disposition of such Collateral shall be finally made and consummated.
6. Collection of Accounts Receivable, Etc. At any time after an Event of
Default, Secured Party shall have the right to require Borrowers to and
Borrowers shall, upon written notice from Secured Party:
(a) Make collections of Proceeds upon its Accounts, hold the
Proceeds received from collections in trust for Secured Party and turn over such
Proceeds to Secured Party daily in the exact form which they are received,
together with a collection report in form satisfactory to Secured Party. Secured
Party shall immediately apply, subject to collection, such Proceeds and any
Proceeds of Accounts received by it pursuant to the following provisions of this
Section 6, to the payment of the Loan Obligations in such order of priority as
Secured Party shall determine;
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(b) Assign or endorse the Accounts to Secured Party, and notify
Account debtors that the Accounts have been assigned and should be paid directly
to Secured Party;
(c) Turn over to Secured Party all Inventory returned in connection
with any of the Accounts;
(d) Mark or stamp each of its individual ledger sheets or cards
pertaining to its Accounts with the legend "Assigned to Arthur Cohn," and stamp
or otherwise mark and keep its books, records, documents and instruments
relating to the Accounts in such manner as Secured Party may require; and
(e) Mark or stamp all invoices with a legend satisfactory to Secured
Party so as to indicate that the same should be paid directly to Secured Party.
Notwithstanding the foregoing, each Borrower grants to Secured Party
an irrevocable power of attorney coupled with an interest, authorizing and
permitting Secured Party (acting through any of its employees, attorneys or
agents) at any time, at its option, but without obligation, with or without
notice to such Borrower, and at such Borrower's expense, to do any or all of the
following, in such Borrower's name or otherwise, but Secured Party agrees to
exercise the following powers in a commercially reasonable manner:
(i) Execute on behalf of Borrowers any documents that Secured Party
may, in its sole discretion, deem advisable in order to perfect and maintain
Secured Party's security interest in the Collateral, or in order to exercise a
right of Borrowers or Secured Party, or in order to fully consummate all the
transactions contemplated under this Security Agreement, and all other present
and future agreements;
(ii) Execute on behalf of Borrowers any document exercising,
transferring or assigning any option to purchase, sell or otherwise dispose of
or to lease (as lessor or lessee) any real or personal property which is part of
Secured Party's Collateral or in which Secured Party has an interest;
(iii) Execute on behalf of Borrowers, any invoices relating to any
receivable, any draft against any Account debtors and any notice to any Account
debtors, any proof of claim in bankruptcy, any Notice of Lien, claim of
mechanic's, materialman's or other lien, or assignment or satisfaction of
mechanic's, materialman's or other lien;
(iv) Take control in any manner of any cash or non-cash items of
payment or proceeds of Collateral; endorse the name of Borrowers upon any
instruments, or documents, evidence of payment or Collateral that may come into
Secured Party's possession;
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(v) Endorse all checks and other forms of remittances received by
Secured Party;
(vi) Pay, contest or settle any lien, charge, encumbrance, security
interest and adverse claim in or to any of the Collateral, or any judgment based
thereon, or otherwise take any action to terminate or discharge the same;
(vii) Grant extensions of time to pay, compromise claims and settle
receivables and General Intangibles for less than face value and execute all
releases and other documents in connection therewith;
(viii) Pay any sums required on account of Borrowers' taxes or to
secure the release of any liens therefor, or both;
(ix) Settle and adjust, and give releases of, any insurance claim
that relates to any of the Collateral and obtain payment therefor;
(x) Instruct any third party having custody or control of any books
or records belonging to, or relating to, Borrowers to give Secured Party the
same rights of access and other rights with respect thereto as Secured Party has
under this Security Agreement; and
(xi) Take any action or pay any sum required of Borrowers pursuant
to this Security Agreement and any other present or future agreements.
Any and all sums paid and any and all costs, expenses, liabilities,
obligations and attorneys' fees and other professional fees incurred by Secured
Party (including attorneys' fees and expenses incurred pursuant to any
bankruptcy proceedings) with respect to the foregoing shall be added to and
become part of the Loan Obligations, and shall be payable on demand. In no event
shall Secured Party's rights under the foregoing power of attorney or any of
Secured Party's other rights under this Security Agreement be deemed to indicate
that Secured Party is in control of the business, management or properties of
Borrowers. Borrowers shall pay, indemnify, defend, and hold Secured Party and
each of its officers, directors, employees, counsel, agents, and
attorneys-in-fact (each, an "Indemnified Person") harmless (to the fullest
extent permitted by law) from and against any and all claims, demands, suits,
actions, investigations, proceedings, and damages, and all attorneys fees and
disbursements and other costs and expenses actually incurred in connection
therewith (as and when they are incurred and irrespective of whether suit is
brought), at any time asserted against, imposed upon, or incurred by any of them
in connection with or as a result of or related to the execution, delivery,
enforcement, performance, and administration of this Security Agreement and any
other Financing Documents or the transactions contemplated herein, and with
respect to any investigation, litigation, or proceeding related to this Security
Agreement, any other Financing Document, or the use of the proceeds of the loan
provided pursuant to the Loan Agreement (irrespective of whether any Indemnified
Person is a party thereto), or any act, omission, event or circumstance in any
manner related thereto (all the foregoing, collectively, the "Indemnified
Liabilities"). This provision shall survive the termination of this Security
Agreement and the repayment of the Loan Obligations.
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7. Perfection by Filing. The Secured Party may at any time and from time
to time, at Borrowers' expense, file financing statements, continuation
statements and amendments thereto that describe the Collateral as all assets of
the Borrowers or words of similar effect and which contain any other information
required by the UCC for the sufficiency or filing office acceptance of any
financing statement, continuation statement or amendment, including whether each
Borrower is an organization, the type of organization and any tax and/or
organization identification number issued to such Borrower. The Borrowers agree
to furnish any such information to the Secured Party promptly upon request. Any
such financing statements, continuation statements or amendments may be signed,
if so required, by the Secured Party on behalf of the Borrowers, and may be
filed at any time in any jurisdiction as necessary. Each Borrower hereby
irrevocably appoints the Secured Party as Borrower's Attorney-In-Fact, coupled
with an interest, for the purposes hereof.
8. Other Perfection, Etc. The Borrowers shall at any time and from time to
time, at Borrowers' expense, take such steps as the Secured Party may reasonably
request for the Secured Party (a) to obtain an acknowledgement, in form and
substance satisfactory to the Secured Party, of any bailee having possession of
any of the Collateral that the bailee holds such Collateral for the Secured
Party, (b) to obtain "control" of any Investment Property, Deposit Accounts,
Letter-Of-Credit Rights or electronic Chattel Paper, with any agreements
establishing control to be in form and substance satisfactory to the Secured
Party, (c) to obtain possession of all or any portion of the Collateral in order
to perfect its security interest therein in addition to the filing of a
financing statement, and (d) otherwise to insure the continued perfection and
priority of the Secured Party's security interest in any of the Collateral and
of the preservation of its rights therein.
9. Application of Payments. To the extent that Borrowers use the proceeds
of the loan secured hereby to purchase any Collateral, Borrowers' repayment
shall be applied on a "first-in-first-out" basis so that the portion of said
loan used to purchase a particular item of Collateral shall be paid in the
chronological order Borrowers purchased such Collateral.
10. Termination; Assignment, Etc. This Security Agreement and the security
interest in the Collateral created hereby shall terminate when all of the Loan
Obligations have been paid and finally discharged in full and the Secured Party
has no commitment outstanding to make further advances or extend credit to the
Borrowers. No waiver by Secured Party or by any other holder of the Loan
Obligations of any default shall be effective unless in writing signed by
Secured Party nor shall any waiver granted on any one occasion operate as a
waiver of any other default or of the same default on a future occasion. In the
event of a sale or assignment by Secured Party of all or any of the Loan
Obligations held by Secured Party, Secured Party may assign or transfer its
respective rights and interests under this Security Agreement in whole or in
part to the purchaser or purchasers of such Loan Obligations, whereupon such
purchaser or purchasers shall become vested with all of the powers and rights
hereunder, and Secured Party shall thereafter be forever released and fully
discharged from any liability or responsibility hereunder with respect to the
rights and interests so assigned except that Secured Party shall be liable for
damages suffered by the Borrowers as a result of actions taken by Secured Party
in bad faith or with willful misconduct.
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11. Notices. Any and all notices or other communications or deliveries to
be provided hereunder shall be given in the manner set forth in, and shall be
effective as provided in, the Loan Agreement.
12. Miscellaneous. This Security Agreement shall inure to the benefit of
and be binding upon Secured Party and the Borrowers, their respective successors
and permitted assigns, and all persons who become bound to this Security
Agreement as Borrowers. This Security Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same Security
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof. The headings used in this Security Agreement are for convenience of
reference and shall not limit or otherwise affect the meaning hereof.
13. WAIVERS AND ACKNOWLEDGEMENTS.
(I) THE BORROWERS HEREBY CONSENT TO AND WAIVE NOTICE OF: (A) THE
GRANTING OF RENEWALS, EXTENSIONS OF TIME FOR PAYMENT OR OTHER INDULGENCES TO THE
BORROWERS OR TO ANY ACCOUNT DEBTORS IN RESPECT OF ANY ACCOUNT RECEIVABLE OF THE
BORROWERS; (B) SUBSTITUTION, RELEASE OR SURRENDER OF ANY COLLATERAL; (C) THE
ADDITION OR RELEASE OF PERSONS PRIMARILY OR SECONDARILY LIABLE ON ANY OF THE
OBLIGATIONS OR ON ANY ACCOUNT RECEIVABLE OR OTHER COLLATERAL; AND (D) THE
ACCEPTANCE OF PARTIAL PAYMENTS ON ANY OBLIGATIONS OR ON ANY ACCOUNT RECEIVABLE
OR OTHER COLLATERAL AND/OR THE SETTLEMENT OR COMPROMISE THEREOF. NO DELAY OR
OMISSION ON THE PART OF SECURED PARTY IN EXERCISING ANY RIGHT HEREUNDER SHALL
OPERATE AS A WAIVER OF SUCH RIGHT OR OF ANY OTHER RIGHT HEREUNDER. ANY WAIVER OF
ANY SUCH RIGHT ON ANY ONE OCCASION SHALL NOT BE CONSTRUED AS A BAR TO OR WAIVER
OF ANY SUCH RIGHT ON ANY SUCH FUTURE OCCASION.
(II) THE BORROWERS FURTHER WAIVE ALL RIGHTS UNDER ANY STATUTE OF
LIMITATIONS PROVISIONS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
(III) THE BORROWERS FURTHER WAIVE TRIAL BY JURY IN ANY COURT AND IN
ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN
ANY WAY RELATED TO THE FINANCING DOCUMENTS OF WHICH THIS SECURITY AGREEMENT IS A
PART AND/OR THE ENFORCEMENT OF ANY OF BORROWERS' RIGHTS AND REMEDIES, INCLUDING
WITHOUT LIMITATION, TORT CLAIMS.
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(IV) THE BORROWERS ACKNOWLEDGE THAT BORROWERS MAKE ALL OF THESE
WAIVERS IN PARAGRAPHS (I) THROUGH (IV) KNOWINGLY AND VOLUNTARILY, WITHOUT
DURESS, ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THESE WAIVERS
AND WITH ADVICE OF BORROWERS' LEGAL REPRESENTATIVE. THE BORROWERS FURTHER
ACKNOWLEDGE THAT THE SECURED PARTY HAS NOT AGREED WITH OR REPRESENTED TO THE
BORROWERS OR ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THESE PARAGRAPHS (I)
THROUGH (IV) WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each party has executed this Security Agreement, or
caused this Security Agreement to be executed by its duly authorized officer as
of the date first above written.
WITNESS SBS INTERACTIVE, CO.
_______________________________ By:
------------------------
Name: Todd Gotlieb
Title: President
WITNESS SBS INTERACTIVE, INC.
_______________________________ By:/s/ Todd Gotlieb
------------------------
Name: Todd Gotlieb
Title: President
WITNESS SECURED PARTY
_______________________________ /s/ Arthur Cohn
------------------------
Arthur Cohn
[Signature Page to Pledge and Security Agreement