EXHIBIT 99.2
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") is made and entered into
effective as of January 7, 2003, by and between GREENLAND CORPORATION, a Nevada
corporation (the "Secured Party "), and IMAGING TECHNOLOGIES CORPORATION (the
"Debtor").
RECITALS
WHEREAS, the Debtor has issued a Secured Promissory Note in the principal
sum of $2,225,000 to the Secured Party as of the date hereof (the "Note"); and
WHEREAS, as a material inducement for the Secured Party to sell shares of
its common stock to Debtor pursuant to the terms of the Stock Purchase Agreement
(the "Stock Agreement") and accept the Note, and in consideration therefor, the
Debtor agreed to execute, deliver and perform this Security Agreement.
NOW, THEREFORE, in consideration of the premises and covenants set forth
herein and in the Note (as defined below) and for other good and valuable
consideration, the Debtor and the Secured Party hereby agree as follows:
SECTION 1. GRANT OF SECURITY INTEREST
As security for the obligations described in Section 2 hereof, the Debtor
hereby grants to the Secured Party a continuing security interest in and lien on
all of the Debtor's right, title and interest in and to the collateral described
on Exhibit A attached hereto (collectively, the "Collateral").
SECTION 2. OBLIGATIONS SECURED
The security interest hereby granted shall secure the due and punctual
payment and performance by the Debtor of any and all of the Debtor's
indebtedness, liabilities, covenants and obligations to the Secured Party,
however arising, whether now existing or hereafter arising, due or not due,
absolute or contingent, liquidated or unliquidated, including indebtedness,
liabilities, covenants and obligations on which the Debtor is jointly liable
with other parties (collectively, the "Obligations"). The Debtor agrees that
the Obligations include, without limitation, the following:
2.1 SECURED PROMISSORY NOTE. The due and punctual payment in full
(and not merely the collectibility) of all principal (including any amounts
advanced after the date hereof) and interest under the Secured Promissory Note
dated January 7, 2002 made by the Debtor in favor of the Secured Party, as payee
(the "Note"), in each case when due and payable, according to the terms of the
Note, whether at maturity, by acceleration or otherwise, and regardless of the
extent allowed as a claim in any proceeding in respect of the bankruptcy,
reorganization or insolvency of the Debtor (a "Reorganization"); and (ii) the
due and punctual payment in full (and not merely the collectibility) of all
other sums and charges which may at any time be due and payable in accordance
with or under the terms of the Note, regardless of the extent allowed as a claim
in any Reorganization.
2.2 SECURITY AGREEMENT. The payment, performance or observance by the
Debtor of any and all of Debtor's covenants and obligations under this
Agreement.
2.3 EXPENSES OF SECURED PARTY. The payment or reimbursement by the Debtor
of all costs and expenses incurred or paid by the Secured Party for purposes of
perfecting or protecting its security interest in the Collateral, conserving or
protecting any of the Collateral or in connection with the enforcement or
exercise of any of the Secured Party's rights and remedies under this Agreement,
Stock Agreement, the Note or applicable law, whether or not suit is commenced by
the Secured Party. Such reimbursable costs and expenses include, without
limitation, all costs and expenses of collection, retaking, holding, preparing
for sale, selling or otherwise disposing of any of the Collateral and all
attorneys' fees and expenses incurred by the Secured Party in connection with
taking or pursuing any action covered by this Section 2.3, including attorneys'
fees and expenses relating to any legal proceeding (in trial court or on appeal)
brought to collect any of the Obligations or to foreclose or otherwise realize
upon any of the Collateral.
SECTION 3. DEBTOR'S REPRESENTATIONS AND WARRANTIES
The Debtor represents and warrants to the Secured Party that:
3.1 PRINCIPAL EXECUTIVE OFFICE; FICTITIOUS NAMES. The address
specified in Section 8.2 below is the principal executive office and the place
of business of the Debtor. The Debtor has not, in the conduct of its business,
been known as or used any other corporate or fictitious name.
3.2 OWNERSHIP OF COLLATERAL. The Debtor is (or with respect to
Collateral acquired after the date hereof, will be) the sole owner of all other
Collateral. There are no security interests in, liens or encumbrances on,
adverse claims of title to, or any other interest whatsoever in, the Collateral
or any portion thereof.
3.3 BINDING NATURE OF AGREEMENT; VALIDITY OF SECURITY INTEREST. The Debtor
represents and warrants that this Agreement is a valid and binding obligation of
the Debtor, enforceable against the Debtor in accordance with its terms.
Without limiting the generality of the foregoing, the security interest granted
hereunder in the Collateral is a valid and enforceable security interest in the
Collateral and, upon the filing of a proper financing statement with the
California Secretary of State, will be duly perfected as to all Collateral in
which a security interest can be perfected by the filing of a financing
statement.
3.4 LITIGATION. Except as disclosed in the Note or Stock Agreement or
any public disclosure, there is no action, suit, proceeding, dispute,
litigation, claim, complaint or investigation by or before any court, tribunal,
governmental body, governmental agency or arbitrator pending or, to the
knowledge of the Debtor, threatened against the Debtor which affects or would
affect the Debtor or any of the Collateral or challenges or would challenge any
of the actions required to be taken by the Debtor under this Agreement. Neither
the Debtor or any of the Collateral is subject to any judgement, order or decree
of any court, governmental authority or arbitration board or tribunal.
3.5 NON-CONTRAVENTION. Neither the execution and delivery of this
Agreement nor the performance hereof (i) will result in any violation or breach
of any agreement or other instrument to which the Debtor is a party or by which
the Debtor is bound, or (ii) will result in a violation of any law, rule,
regulation or directive to which the Debtor or any of the Collateral is subject.
3.6 APPROVALS. No authorization, consent or approval of, or
registration or filing with, any governmental authority or any other person is
required to be obtained or made by the Debtor in connection with the execution
and delivery of this Agreement or the performance hereof.
SECTION 4. COVENANTS OF DEBTOR
4.1 NO DISPOSITION OR RELOCATION OF COLLATERAL. The Debtor hereby
covenants and agrees that for so long as this Agreement shall remain in force
and effect, it will not sell, convey or dispose of any of the Collateral or any
interest therein, or create, incur or permit to exist any pledge, mortgage,
lien, charge, encumbrance or other security interest whatsoever with respect to
the Collateral. The Debtor further covenants and agrees to keep all of the
Collateral at its current principal executive offices and not to move, relocate
or transfer the Collateral therefrom without the Secured Party's prior written
consent.
4.2 DEFENSE OF COLLATERAL. The Debtor hereby covenants and agrees to
defend the Collateral and the Secured Party's respective right, title and
security interest in and to the Collateral against the claims of any person
(which term, for purposes of this Agreement, includes any individual, firm,
corporation or other entity).
4.3 MAINTENANCE OF COLLATERAL; RECORDS. The Debtor hereby covenants and
agrees to take all reasonable actions to preserve and maintain the value of the
Collateral. The Debtor further covenants and agrees to promptly notify the
Secured Party in writing of any event or change of law, regulation, business
practice or business condition that may adversely affect the value of the
Collateral, if applicable.
4.4 FINANCING STATEMENTS AND OTHER DOCUMENTS. The Debtor hereby
covenants and agrees to promptly execute and deliver to the Secured Party and to
file and/or record such financing statements, certificates, notices, and other
instruments and documents, and will give any notices to third parties, that may
be necessary or reasonably desirable (in the judgment of the Secured Party or
its counsel): (i) to create, preserve, validate, perfect or from time to time
continue perfection of the security interest granted herein, including, without
limitation, such financing statements, certificates, notices and other
instruments and documents as may be necessary to perfect a security interest in
any additional Collateral hereafter acquired by the Debtor or in any
replacements or proceeds thereof; (ii) to protect the Collateral against the
rights, claims or interests of third parties; or (iii) or to enable the Secured
Party to exercise and enforce any of its rights with respect to the Collateral
or the security interest granted herein.
4.5 TRANSFER OF COLLATERAL. The Debtor hereby covenants and agrees to
immediately take all action necessary, at the discretion of the Secured Party
(or its counsel), to transfer any and all of the Debtor's right, title and
interest in and to the Collateral to the Secured Party's name after the
occurrence of any default described in Section 5 below.
4.6 REIMBURSEMENT OF EXPENSES. The Debtor hereby covenants and agrees,
upon written notice from the Secured Party, to immediately reimburse the Secured
Party for all costs, expenses and other amounts required to be paid or
reimbursed by the Debtor under this Agreement or the Note or Stock Agreement
(collectively, the "Loan Documents") which have been paid or advanced by the
Secured Party.
SECTION 5. DEFAULT
Any one or more of the following events shall constitute a default by the
Debtor under this Agreement:
5.1 PAYMENT DEFAULTS. The Debtor shall fail to pay when due and
payable or when declared due and payable, all or any portion of principal or
interest under the Note or any other monetary Obligation secured by this
Agreement and said failure shall constitute and Event of Default under the terms
of the Note .
5.2 OTHER DEFAULTS. The Debtor shall breach or fail to observe or
perform any term, covenant, agreement or provision contained in this Agreement
or the Note and such breach or failure constitutes and Event of Default under
the terms of the Note OR if not covered by the provisions of the Event of
Default of the Note, within thirty (30) days after notice thereof by the
Secured Party to the Debtor.
5.3 SALE OR TRANSFER. If the Debtor attempts to sell or otherwise
transfer any of its respective right, title or interest in the Collateral or
permit all or any portion of the Collateral to become subject to any pledge,
assignment, lien, charge or encumbrance.
5.4 OTHER LOAN DOCUMENTS. The occurrence of an Event of Default under
the Note or Stock Agreement.
5.5 ATTACHMENTS AND LIENS. If all or any portion of the Collateral is
attached, seized, subjected to a writ or distress warrant, or is levied upon, or
comes into the possession of any trustee, receiver, controller, custodian,
assignee for the benefit of creditors or any similar person; or if a judgment or
other claim becomes a lien or encumbrance upon all or any portion of the
Collateral and such attachment, seizure etc., constitutes and Event of Default
under the terms of the Note.
5.6 IMPAIRMENT. If there is a material impairment of the prospect of
repayment of all or any portion of the Obligations owing to the Secured Party or
a material impairment of the value or priority of the Secured Party's security
interests in any of the Collateral.
5.7 SUBORDINATED INDEBTEDNESS. If the Debtor makes any payment on account
of indebtedness which is required to be, or which otherwise is, subordinated to
any of the Obligations owing to the Secured Party.
SECTION 6. RIGHTS OF SECURED PARTY
6.1 ACCELERATION AND REMEDIES. Upon and after the occurrence of any default
described in Section 5 above, the Secured Party may, at the option of the
Secured Party, declare all Obligations immediately due and payable, and the
Secured Party shall have and may exercise and be entitled to each and all of the
rights and remedies granted or available to a secured party under the Uniform
Commercial Code, together with any other rights and remedies which may be
available to the Secured Party under this Agreement, the Note or applicable law.
6.2 POSSESSION AND TRANSFER OF COLLATERAL. Upon and after the occurrence of
any default described in Section 5 above: (i) the Secured Party shall have the
right to take and maintain possession of all or any part of the Collateral and
to enter upon any premises on which the Collateral or any part thereof may be
located and remove the same therefrom; (ii) upon any request by the Secured
Party, the Debtor shall assemble the Collateral and make the Collateral
available to the Secured Party at such reasonable time and place as the Secured
Party may designate; and (iii) the Secured Party may cause all or any part of
the Collateral, including, without limitation, the Debtor's right, title and
interest in the Software and License to be transferred into the name of the
Secured Party. The Debtor hereby appoints the Secured Party, as the Debtor's
attorney-in-fact to effect any such transfer of the Collateral into the name of
the Secured Party.
6.3 DISPOSITION OF COLLATERAL. Upon and after the occurrence of any default
described in Section 5 above, the Secured Party shall have the right to sell the
Collateral or any part thereof at either a public or private sale, or both, by
way of one or more contracts or transactions, for cash or on terms, in such
manner and at such places (including the Debtor's premises) as is commercially
reasonable in the opinion of the Secured Party (it is not necessary that the
Collateral be present at any such sale). In connection with any sale of the
Collateral, the Secured Party shall give the Debtor at least ten (10) days'
prior written notice, at the last address for notices to the Debtor specified in
accordance with Section 8.2 hereof, 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. Each such notice shall be deemed to meet all
requirements hereunder and under applicable law (including the Uniform
Commercial Code) that reasonable notification be given of the time and place of
such sale or other disposition.
6.4 RETENTION OF COLLATERAL. The Secured Party shall be under no
obligation to sell any of the Collateral and is under no obligation to complete
a sale of any of the Collateral if, in the reasonable business judgment of the
Secured Party, none of the offers received reasonably approximates the fair
value of the Collateral. If the Secured Party elects not to sell the
Collateral, the Secured Party may elect to follow the procedures set forth in
the Uniform Commercial Code for retaining the Collateral or any portion thereof,
including, without limitation, Debtor's rights, title and interest in the
Software and License in satisfaction of the Obligations secured by this
Agreement, subject to the Debtor's rights under the Uniform Commercial Code in
connection with such procedures.
6.5 COLLECTION EXPENSES. The Secured Party shall be entitled to
recover from the Debtor all costs and expenses incurred by the Secured Party in
connection with the enforcement or exercise of any of its rights and remedies
under this Agreement, the Note or applicable law, whether or not suit is
commenced by the Secured Party, including, without limitation, (i) all costs and
expenses of collection, retaking, holding, preparing for sale, selling or
otherwise disposing of any of the Collateral (including attorneys' fees and
expenses) and all other charges against the Collateral, and (ii) all attorneys'
fees and expenses relating to any legal proceeding (in trial court or on appeal)
brought to collect any of the Obligations or to foreclose or otherwise realize
upon any of the Collateral.
6.6 APPLICATION OF PROCEEDS. Any proceeds realized from the sale or
other disposition of Collateral by the Secured Party shall be applied as
follows: (i) first, to reimburse the Secured Party for all amounts the Secured
Party is entitled to recover under Section 6.5 above, (ii) next to the payment
of all other Obligations owed by the Debtor to the Secured Party and (iii) last,
the excess proceeds, if any, shall be returned, without interest and subject to
the rights of third parties, to the Debtor. In the event the proceeds of any
sale or other disposition of the Collateral hereunder are insufficient to pay
all of the Obligations in full, the Debtor shall be liable for the deficiency
(which shall be immediately due and payable), together with interest thereon,
and the costs and expenses of collection of such deficiency, including, without
limitation, attorneys' fees and expenses.
6.7 MARSHALLING. The Secured Party shall not be required to marshal
security and may proceed to foreclose or otherwise realize upon the Collateral
and any other security for the Obligations secured by this Agreement in such
order and in such manner as the Secured Party may determine in the Secured
Party's sole discretion.
6.8 COLLECTION OF ACCOUNTS. Upon and after the occurrence of any default
described in Section 5 above, the Secured Party may notify or may require the
Debtor to notify account debtors on any or all of the Debtor's accounts, whether
now existing or hereafter arising, to make payment directly to the Secured
Party, and the Secured Party may take possession of all proceeds of any accounts
in the Debtor's possession, and may take any other steps which the Secured Party
deems necessary or advisable to collect any or all such accounts or other
Collateral or proceeds thereof. Without limiting the generality of the
foregoing, upon and after the occurrence of any default described in Section 5
above, the Secured Party shall have the right to receive, endorse, assign and/or
deliver in its name or the name of the Debtor any and all checks, drafts and
other instruments for the payment of money relating to the Debtor's accounts,
and the Debtor hereby waives notice of presentment, protest and nonpayment of
any instrument so endorsed.
6.9 PROTECTION OF COLLATERAL. The Secured Party shall have the right
at any time to make any payments and do any other acts the Secured Party may
deem necessary or advisable to protect its security interest in the Collateral,
including, without limitation, the rights to pay, purchase, contest or
compromise any encumbrance, charge or lien that in the judgment of the Secured
Party appears to be prior to or superior to the security interest granted
hereunder, and appear in and defend any action or proceeding purporting to
affect its security interest in and/or the value of the Collateral, and in
exercising any such powers or authority, the right to pay all expenses incurred
in connection therewith, including attorneys' fees and expenses. The Debtor
hereby agrees to reimburse the Secured Party for all payments made and expenses
incurred by the Secured Party in connection with performing any of the foregoing
acts, and agrees that it shall be bound by any payment made or act taken by the
Secured Party hereunder. The Secured Party shall have no obligation to make any
of the foregoing payments or perform any of the foregoing acts.
6.10 AUTHORITY OF SECURED PARTY. Any action which may be taken and any
power which may be exercised hereunder may be taken or exercised by any one or
more of the persons and/or entities included within the term "Secured Party."
The Secured Party shall have and be entitled to exercise all powers hereunder
which are specifically granted to the Secured Party by the terms hereof together
with such powers as are reasonably incident thereto. The Secured Party may
perform any of its duties hereunder or in connection with the Collateral by or
through agents or employees and shall be entitled to retain counsel and to act
in reliance upon the advice of counsel concerning all such matters. Neither the
Secured Party nor any attorney or agent of the Secured Party shall be liable to
the Debtor for any action taken or omitted to be taken by it or them hereunder,
except for its or their own gross negligence or willful misconduct, nor shall
the Secured Party be responsible for the validity, effectiveness or sufficiency
hereof or of any document or security furnished pursuant hereto. The Secured
Party and its attorneys and agents shall be entitled to rely on any
communication, instrument or document believed by it or them to be genuine and
correct and to have been signed or sent by the proper person or persons. The
Debtor agrees to indemnify and hold harmless the Secured Party and any other
person from and against any and all costs, expenses (including attorneys' fees
and expenses), claims, damages or liability incurred by the Secured Party or
such person hereunder, unless such claim or liability shall be due to willful
misconduct or gross negligence on the part of the Secured Party or such person.
SECTION 7. TERMINATION
This Agreement and the security interest in the Collateral created hereby
shall terminate only when all of the Obligations have been paid, performed and
discharged in full.
SECTION 8. MISCELLANEOUS PROVISIONS
8.1 BINDING EFFECT. The provisions of this Agreement shall be binding
upon and inure to the benefit of the heirs, personal representatives, successors
and assigns of the parties. If more than one person is named in this Agreement
as the Debtor, each of such persons shall be jointly and severally liable for
the obligations of the Debtor under this Agreement.
8.2 NOTICES. Any notice or other communication required or permitted
to be given under this Agreement or the Uniform Commercial Code shall be in
writing and shall be made by personal delivery, by a nationally recognized
overnight carrier or by registered or certified mail, postage prepaid, return
receipt requested, and such notice shall be deemed given upon receipt if
delivered personally or by an overnight carrier or three days after deposit in
the United States mails. Any notices shall be addressed as follows:
If to Debtor: ITEC
17075 Via Del Campo
San Diego, CA 92127
Attn: Brian Bonar
If to Secured Party: To the respective addresses set forth on the signature
page hereto.
The address of a party to which notices or other communications shall be mailed
may be changed from time to time by giving written notice to the other party.
8.3 ATTORNEY- IN-FACT. The Debtor hereby irrevocably appoints and
constitutes the Secured Party or its designees as the Debtor's lawful
attorney-in-fact with the following powers: (i) upon the Debtor's failure or
refusal to comply with its undertakings contained in Sections 4.4 or 8.9 hereof,
to sign the name of the Debtor on any of the documents described in such
sections or on any other similar documents which need to be executed, delivered,
recorded and/or filed in order to create, preserve, protect, validate, perfect
or continue perfected the Secured Party's security interest in the Collateral;
and (ii) upon and after the occurrence of any default described in Section 5
hereof, (A) to endorse the Debtor's name upon any notes, acceptances, checks,
drafts, money orders or other evidences of payment or Collateral that may come
into the Secured Party's possession; (B) to sign the Debtor's name on any
invoice or bill of lading relating to any of the Debtor's accounts, drafts
against customers, assignments and verifications of such accounts and notices to
customers; (C) to notify the Post Office authorities to change the address for
delivery of mail addressed to the Debtor to such address as the Secured Party
may designate; (D) to do all acts authorized by Section 6.2 or Section 6.8
hereof; and (E) to do all other acts and things necessary to carry out this
Agreement or to enforce the Secured Party's rights hereunder. All acts of said
attorney or designee are hereby ratified and approved, and said attorney or
designee(s) shall not be liable for any acts of omission or commission, nor for
any error of judgment or mistake of fact or law. The appointment of the Secured
Party as Debtor's attorney, and each and every one of the Secured Party's rights
and powers, being coupled with an interest, are irrevocable until all of the
Obligations have been fully paid and performed.
8.4 ASSIGNMENT. The Secured Party shall have the right to assign this
Agreement and its rights and interest hereunder, or to grant a security interest
in the same, upon terms that do not impair the rights of the Debtor under this
Agreement.
8.5 ATTORNEYS' FEES AND EXPENSES. If any legal proceeding is commenced
for the purpose of interpreting or enforcing any provisions of this Agreement,
or for the purpose of collecting any Obligation secured by this Agreement, the
Secured Party shall be entitled to recover from the Debtor all attorneys' fees
and expenses incurred in connection with such proceeding, or in any appeal
thereof. In addition, the Secured Party shall be entitled to recover any and
all attorneys' fees and expenses incurred by the Secured Party in connection
with retaking, holding, preparing for sale, selling or otherwise disposing or
realizing on any of the Collateral, whether or not suit is brought.
8.6 DEBTOR WAIVERS. The Debtor hereby waives presentment, demand,
notice, protest and, except as otherwise provided herein, all other demands and
rights of notice in connection with this Agreement or the enforcement of the
Secured Party's rights or remedies hereunder or in connection with any
Obligations or any Collateral. The Debtor consents to and waives notice of the
granting of renewals, extensions of time for payment or other indulgence to any
account debtor in respect of any account receivable, the addition or release of
persons primarily or secondarily liable on any account receivable or other
Collateral, the acceptance of partial payments on any obligation or on any
account receivable or other Collateral and/or the settlement or compromise
thereof. The Debtor further waives any right it may now or hereafter have to
notice (other than any requirement of notice provided herein) or to a judicial
hearing prior to the exercise or enforcement of any right or remedy available to
the Secured Party under this Agreement, the Note or applicable law. The Debtor
waives its right, if any, to set aside or invalidate any sale or other
disposition of any Collateral duly consummated in accordance with the provisions
hereof on the grounds (if such be the case) that the sale was consummated
without a prior judicial hearing. The Debtor waives the posting of any bond
otherwise required of the Secured Party in connection with any judicial process
or proceeding to obtain possession of, replevy, attach or levy upon the
Collateral or other security for the Obligations, to enforce any judgment or
other court order entered in favor of the Secured Party, or to enforce by
specific performance, temporary restraining order, preliminary or permanent
injunction this Agreement or the Note. To the fullest extent permitted by law,
the Debtor hereby waives the right to plead any statute of limitations as a
defense to the payment or performance of any of the Obligations secured hereby.
The Debtor's waivers under this section have been made voluntarily,
intelligently and knowingly.
8.7 OTHER WAIVERS. No delay on the part of the Secured Party in
exercising any right, power or remedy hereunder shall operate as a waiver of
such right, power or remedy or of any other right, power or remedy hereunder.
No waiver of any provision of this Agreement or any Obligation secured by this
Agreement shall be deemed, or shall constitute, a waiver of any other provision
or Obligation, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.
8.8 APPLICABLE LAW. This Agreement shall be governed by and shall be
construed in accordance with the laws of the State of California, without regard
to the conflict of law principles thereof.
8.9 REMEDIES. Each right, power and remedy available to any party hereunder
or under the Note, or now or hereafter existing at law, in equity, by statute or
otherwise, shall be cumulative, and the exercise or forbearance of exercise by
any party of any one or more of such rights, powers or remedies shall not
preclude the simultaneous or later exercise by such party of any or all of such
other rights, powers or remedies.
8.10 FURTHER ASSURANCES. The Debtor shall at any time and from time to
time upon the written request of the Secured Party, execute and deliver such
further documents and other instruments and do such further acts as the Secured
Party may reasonably request in order to effectuate the purposes of this
Agreement and in order to create, preserve, protect, perfect or continue the
perfection of the security interest granted pursuant hereto or to enable the
Secured Party to enforce its rights hereunder.
8.11 ENTIRE AGREEMENT; AMENDMENT. This Agreement, together with the
Note, constitutes the complete and exclusive statement of the terms of the
agreement between the Secured Party and the Debtor with respect to the subject
matter contained herein and therein. This Agreement may be amended or modified
only by a written instrument executed by each of the parties hereto.
8.12 TIME OF THE ESSENCE. Time is of the essence of this Agreement and each
provision herein.
8.13 EXECUTION IN COUNTERPARTS. This 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 but one and the same
agreement.
8.14 SEVERABILITY OF PROVISIONS. Each and every provision of this
Agreement is intended to be severable. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of the Agreement or affecting the validity
or enforceability of such provisions in any other jurisdiction.
8.15 HEADINGS. The section headings and captions included in this
Agreement are inserted solely for convenience of reference and shall not
constitute a part of this Agreement nor affect its meaning, construction or
effect.
8.16 LEGAL REPRESENTATION. The Debtor acknowledges that Thomas J.
Beener represents the Secured Party only in connection with this Agreement and
the transactions referenced herein, and does not represent the Debtor.
IN WITNESS WHEREOF, the Debtor and the Secured Party has executed this
Agreement as of the date first written above.
"DEBTOR"
IMAGING TECHNOLOGIES CORP
By: /s/ Brian Bonar
Brian Bonar
Chief Executive Officer
"SECURED PARTY"
GREENLAND CORPORATION
By: /s/ Thomas J. Beener
Thomas J. Beener
Chief Executive Officer
EXHIBIT A
DESCRIPTION OF COLLATERAL
Wherever located in the State of California or elsewhere:
(A) any and all shares of common stock, preferred stock or warrants or
options issued, now or in the future, to Imaging Technologies Corp in connection
with the Stock Purchase Agreement dated August 9, 2002 between Greenland
Corporation and Imaging Technologies Corp.