ICP Solar Technologies, Inc.: Exhibit 10.7 - Prepared by TNT Filings
   Inc.




  




Exhibit 10.7 

SECURITY AGREEMENT 

          This
SECURITY AGREEMENT, dated as of June 13, 2008 (this “Agreement”), is
among ICP Solar Technologies, Inc., a Nevada corporation (the
“Company”), all of the active Subsidiaries of the Company (such
subsidiaries, the “Guarantors” and together with the Company, the
“Debtors”) and the holders of the Company’s 11% Senior Secured
Convertible Debentures due June 13, 2010 and issued on or about June 13, 2008 in
the original aggregate principal amount of up to $3,333,333 (collectively, the
“Debentures”) signatory hereto, their endorsees, transferees and assigns
(collectively, the “Secured Parties”). 

W I T N E S S E T H: 

          WHEREAS,
pursuant to the Securities Purchase Agreement (as defined in the Debentures),
the Secured Parties have severally and not jointly agreed to extend the loans to
the Company evidenced by the Debentures;

          WHEREAS,
pursuant to a certain Subsidiary Guarantee, dated as of the date hereof (the
“Guarantee”), the Guarantors have jointly and severally agreed to
guarantee and act as surety for payment of all obligations under such
Debentures; and 

          WHEREAS,
in order to induce the Secured Parties to extend the loans evidenced by the
Debentures, each Debtor has agreed to execute and deliver to the Secured Parties
this Agreement and to grant the Secured Parties, pari passu with
each other Secured Party and through the Agent, a security interest in certain
property of such Debtor to secure the prompt payment, performance and discharge
in full of all of the Company’s obligations under the Debentures and the
Guarantors’ obligations under the Guarantee. 

          NOW,
THEREFORE, in consideration of the agreements herein contained and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows: 

          1.      Certain
Definitions. As used in this Agreement, the following terms shall have the
meanings set forth in this Section 1. Terms used but not otherwise defined in
this Agreement that are defined in Article 9 of the UCC (such as “account”,
“chattel paper”, “commercial tort claim”, “deposit account”, “document”,
“equipment”, “fixtures”, “general intangibles”, “goods”, “instruments”,
“inventory”, “investment property”, “letter-of-credit rights”, “proceeds” and
“supporting obligations”) shall have the respective meanings given such terms in
Article 9 of the UCC. 

          (a)     
“Collateral” means all personal and real property and fixtures, and
interests in property and fixtures, of each such Debtor (together with all other
collateral security for the Obligations at any time granted to or held or
acquired by Secured Parties), whether presently owned or existing or hereafter
acquired or 

1 




coming into existence, wherever
situated, and all additions and accessions thereto and all substitutions and
replacements thereof, and all proceeds, products and accounts thereof,
including, without limitation, all proceeds from the sale or transfer of the
Collateral and of insurance covering the same and of any tort claims in
connection therewith, and all dividends, interest, cash, notes, securities,
equity interest or other property at any time and from time to time acquired,
receivable or otherwise distributed in respect of, or in exchange for, any or
all of the Pledged Securities (as defined below), including all of such Debtors’
right, title and interest in and to the following:: 

          (i)      All
goods, including, without limitation, (A) all machinery, equipment, computers,
motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and
general tools, fixtures, test and quality control devices and other equipment of
every kind and nature and wherever situated, together with all documents of
title and documents representing the same, all additions and accessions thereto,
replacements therefor, all parts therefor, and all substitutes for any of the
foregoing and all other items used and useful in connection with any Debtor’s
businesses and all improvements thereto; and (B) all inventory; 

          (ii)     
All contract rights and other general intangibles, including, without
limitation, all partnership interests, membership interests, stock or other
securities, rights under any of the Organizational Documents, agreements related
to the Pledged Securities, licenses, distribution and other agreements, computer
software (whether “off-the-shelf”, licensed from any third party or developed by
any Debtor), computer software development rights, leases, franchises, customer
lists, quality control procedures, grants and rights, goodwill, trademarks,
service marks, trade styles, trade names, patents, patent applications,
copyrights, and income tax refunds;

          (iii)      All
accounts, together with all instruments, all documents of title representing any
of the foregoing, all rights in any merchandising, goods, equipment, motor
vehicles and trucks which any of the same may represent, and all right, title,
security and guaranties with respect to each account, including any right of
stoppage in transit;

          (iv)     
All documents, letter-of-credit rights, instruments and chattel paper; 

          (v)     
All commercial tort claims; 

          (vi)      All
deposit accounts and all cash (whether or not deposited in such deposit
accounts); 

          (vii)     
All investment property; 

2 




          (viii)      All
supporting obligations;

          (ix)      All
files, records, books of account, business papers, and computer programs; 

          (x)      All
real property of the Debtors, and any fixtures, structures, and improvements
thereupon and appurtenances thereto (collectively, the “Real Property”); and


          (xi)      The
products and proceeds of all of the foregoing Collateral set forth in clauses
(i)-(x) above. 

          Without
limiting the generality of the foregoing, the “Collateral” shall include
all investment property and general intangibles respecting ownership and/or
other equity interests in each Guarantor, including, without limitation, the
shares of capital stock and the other equity interests listed on Schedule
H hereto (as the same may be modified from time to time pursuant to the
terms hereof), and any other shares of capital stock and/or other equity
interests of any other direct or indirect subsidiary of any Debtor obtained in
the future, and, in each case, all certificates representing such shares and/or
equity interests and, in each case, all rights, options, warrants, stock, other
securities and/or equity interests that may hereafter be received, receivable or
distributed in respect of, or exchanged for, any of the foregoing and all rights
arising under or in connection with the Pledged Securities, including, but not
limited to, all dividends, interest and cash. 

          Notwithstanding
the foregoing, nothing herein shall be deemed to constitute an assignment of any
asset which, in the event of an assignment, becomes void by operation of
applicable law or the assignment of which is otherwise prohibited by applicable
law (in each case to the extent that such applicable law is not overridden by
Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law);
provided, however, that to the extent permitted by applicable law,
this Agreement shall create a valid security interest in such asset and, to the
extent permitted by applicable law, this Agreement shall create a valid security
interest in the proceeds of such asset. 

          (b)     
“Intellectual Property” means the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including,
without limitation, (i) all copyrights arising under the laws of the United
States, any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished, all
registrations and recordings thereof, and all applications in connection
therewith, including, without limitation, all registrations, recordings and
applications in the United States Copyright Office, (ii) all letters patent of
the United States, any other country or any political 

3 




subdivision thereof, all reissues and
extensions thereof, and all applications for letters patent of the United States
or any other country and all divisions, continuations and continuations-in-part
thereof, (iii) all trademarks, trade names, corporate names, company names,
business names, fictitious business names, trade dress, service marks, logos,
domain names and other source or business identifiers, and all goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether 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, and all common law
rights related thereto, (iv) all trade secrets arising under the laws of the
United States, any other country or any political subdivision thereof, (v) all
rights to obtain any reissues, renewals or extensions of the foregoing, (vi) all
licenses for any of the foregoing, and (vii) all causes of action for
infringement of the foregoing. 

          (c)      “Necessary
Endorsement” means undated stock powers endorsed in blank or other proper
instruments of assignment duly executed and such other instruments or documents
as the Agent (as that term is defined below) may reasonably request. 

          (d)     
“Obligations” means all of the liabilities and obligations (primary,
secondary, direct, contingent, sole, joint or several) of due or to become due,
or that are now or may be hereafter contracted or acquired, or owing by any
Debtor to the Secured Parties, including, without limitation, all obligations
under this Agreement, the Debentures, the Securities Purchase Agreement, the
Guarantee and any other instruments, agreements or other documents executed
and/or delivered in connection herewith or therewith, in each case, whether now
or hereafter existing, voluntary or involuntary, direct or indirect, absolute or
contingent, liquidated or unliquidated, whether or not jointly owed with others,
and whether or not from time to time decreased or extinguished and later
increased, created or incurred, and all or any portion of such obligations or
liabilities that are paid, to the extent all or any part of such payment is
avoided or recovered directly or indirectly from any of the Secured Parties as a
preference, fraudulent transfer or otherwise as such obligations may be amended,
supplemented, converted, extended or modified from time to time. Without
limiting the generality of the foregoing, the term “Obligations” shall include,
without limitation: (i) principal of, and interest on the Debentures and the
loans extended pursuant thereto; (ii) any and all other fees, indemnities,
costs, obligations and liabilities of the Debtors from time to time under or in
connection with this Agreement, the Debentures, the Guarantee and any other
instruments, agreements or other documents executed and/or delivered in
connection herewith or therewith; and (iii) all amounts (including but not
limited to post-petition interest) in respect of the foregoing that would be
payable but for the fact that the obligations to pay such amounts are
unenforceable or not allowable due to the 

4 




existence of a bankruptcy,
reorganization or similar proceeding involving any Debtor. 

          (e)     
“Organizational Documents” means with respect to any Debtor, the
documents by which such Debtor was organized (such as a certificate of
incorporation, certificate of limited partnership or articles of organization,
and including, without limitation, any certificates of designation for preferred
stock or other forms of preferred equity) and which relate to the internal
governance of such Debtor (such as bylaws, a partnership agreement or an
operating, limited liability or members agreement). 

          
(f)      “Pledged Securities” shall have the
meaning ascribed to such term in Section 4(i). 

          (g)     
“Required Holders” means, at any time of determination, the holders of
greater than a seventy-five percent (75%) interest (based on then-outstanding
principal amounts of Debentures at the time of such determination) of the
Secured Parties. 

          (h)      “UCC”
means the Uniform Commercial Code of the State of New York and or any other
applicable law of any state or states which has jurisdiction with respect to
all, or any portion of, the Collateral or this Agreement, from time to time. It
is the intent of the parties that defined terms in the UCC should be construed
in their broadest sense so that the term “Collateral” will be construed in its
broadest sense. Accordingly if there are, from time to time, changes to defined
terms in the UCC that broaden the definitions, they are incorporated herein and
if existing definitions in the UCC are broader than the amended definitions, the
existing ones shall be controlling.

          2.      Grant
of Security Interest in Collateral. As an inducement for the Secured
Parties to extend the loans as evidenced by the Debentures and to secure the
complete and timely payment, performance and discharge in full, as the case may
be, of all of the Obligations, each Debtor hereby unconditionally and
irrevocably pledges, grants and hypothecates to the Secured Parties a security
interest in and to, a lien upon and a right of set-off against all of their
respective right, title and interest of whatsoever kind and nature in and to,
the Collateral (a “Security Interest” and, collectively, the “Security
Interests”). 

          3.      Delivery
of Certain Collateral; Deed of Trust.

                    (a)      Contemporaneously
or prior to the execution of this Agreement, each Debtor shall deliver or cause
to be delivered to the Agent (i) any and all certificates and other instruments
representing or evidencing the Pledged Securities, and (ii) any and all
certificates and other instruments or documents representing any of the other
Collateral, in each case, together with all Necessary Endorsements. The Debtors
are, contemporaneously with the execution hereof, delivering to Agent, or have
previously 

5 




delivered to Agent, a true and correct copy of each
Organizational Document governing any of the Pledged Securities. 

                    (b)      Within
five (5) Business Days following the execution of this Agreement (and
contemporaneously with or within five (5) Business Days following the
acquisition of any new Real Property by any Debtor), each Debtor shall deliver
or cause to be delivered to the Agent Deeds of Trust (or, as applicable, Amended
Deeds of Trust) granting the Secured Parties a lien on the Real Property of the
Debtors, and shall cause such Deeds of Trust (or Amended Deeds of Trust, as
applicable) to be recorded in the public real estate records in the state and
county where such Real Property is located.

          4.      Representations,
Warranties, Covenants and Agreements of the Debtors. Except as set forth
under the corresponding section of the disclosure schedules delivered to the
Secured Parties concurrently herewith (the “Disclosure Schedules”), which
Disclosure Schedules shall be deemed a part hereof, each Debtor represents and
warrants to, and covenants and agrees with, the Secured Parties as follows: 

          (a)     
Each Debtor has the requisite corporate, partnership, limited liability company
or other power and authority to enter into this Agreement and otherwise to carry
out its obligations hereunder. The execution, delivery and performance by each
Debtor of this Agreement and the filings contemplated therein have been duly
authorized by all necessary action on the part of such Debtor and no further
action is required by such Debtor. This Agreement has been duly executed by each
Debtor. This Agreement constitutes the legal, valid and binding obligation of
each Debtor, enforceable against each Debtor in accordance with its terms except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization and similar laws of general application relating to or affecting
the rights and remedies of creditors and by general principles of equity. 

          
(b)      The Debtors have no place of business or
offices where their respective books of account and records are kept (other than
temporarily at the offices of its attorneys or accountants) or places where
Collateral is stored or located, except as set forth on Schedule A
attached hereto. Except as specifically set forth on Schedule A, each
Debtor is the record owner of the real property where such Collateral is
located, and there exist no mortgages or other liens on any such real property
except for Permitted Liens (as defined in the Debentures). Except as disclosed
on Schedule A, none of such Collateral is in the possession of any
consignee, bailee, warehouseman, agent or processor. 

          (c)      Except
for Permitted Liens (as defined in the Debentures) and except as set forth on
Schedule B attached hereto, the Debtors are the sole owner of the
Collateral (except for non-exclusive licenses granted by any Debtor in the
ordinary course of business, consistent with prior practice), free and clear of
any liens, security interests, encumbrances, rights or claims, and are fully
authorized to grant the Security Interests. Except as set forth on Schedule
B attached hereto, there is not on file in any governmental or regulatory
authority, agency or 

6 




recording office an effective financing
statement, security agreement, license or transfer or any notice of any of the
foregoing (other than those that will be filed in favor of the Secured Parties
pursuant to this Agreement) covering or affecting any of the Collateral. Except
as set forth on Schedule B attached hereto and except pursuant to this
Agreement, as long as this Agreement shall be in effect, the Debtors shall not
execute and shall not knowingly permit to be on file in any such office or
agency any other financing statement or other document or instrument (except to
the extent filed or recorded in favor of the Secured Parties pursuant to the
terms of this Agreement). 

          (d)      No
written claim has been received that any Collateral or Debtor's use of any
Collateral violates the rights of any third party. There has been no adverse
decision to any Debtor's claim of ownership rights in or exclusive rights to use
the Collateral in any jurisdiction or to any Debtor's right to keep and maintain
such Collateral in full force and effect, and there is no proceeding involving
said rights pending or, to the best knowledge of any Debtor, threatened before
any court, judicial body, administrative or regulatory agency, arbitrator or
other governmental authority. 

          (e)      Each
Debtor shall at all times maintain its books of account and records relating to
the Collateral at its principal place of business and its Collateral at the
locations set forth on Schedule A attached hereto and may not relocate
such books of account and records or tangible Collateral unless it delivers to
the Secured Parties at least 30 days prior to such relocation (i) written notice
of such relocation and the new location thereof (which must be within the United
States) and (ii) evidence that appropriate financing statements under the UCC
and other necessary documents have been filed and recorded and other steps have
been taken to perfect the Security Interests to create in favor of the Secured
Parties a valid, perfected and continuing perfected first priority lien in the
Collateral. 

          (f)      This
Agreement creates in favor of the Secured Parties a valid security interest in
the Collateral, securing the payment and performance of the Obligations. Upon
making the filings described in the immediately following paragraph, all
security interests created hereunder in any Collateral which may be perfected by
filing Uniform Commercial Code financing statements shall have been duly
perfected. Except for the filing of the Uniform Commercial Code financing
statements referred to in the immediately following paragraph, the recordation
of the Intellectual Property Security Agreement (as defined below) with respect
to copyrights and copyright applications in the United States Copyright Office
referred to in paragraph (oo), the execution and delivery of deposit account
control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC
with respect to each deposit account of the Debtors, and the delivery of the
certificates and other instruments provided in Section 3, no action is necessary
to create, perfect or protect the security interests created hereunder. Without
limiting the generality of the foregoing, except for the filing of said 

7 




financing statements, the recordation
of said Intellectual Property Security Agreement, and the execution and delivery
of said deposit account control agreements, no consent of any third parties and
no authorization, approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for (i) the execution,
delivery and performance of this Agreement, (ii) the creation or perfection of
the Security Interests created hereunder in the Collateral or (iii) the
enforcement of the rights of the Agent and the Secured Parties hereunder. 

          
(g)      Each Debtor irrevocably and
unconditionally authorizes Agent (or its agent) to prepare and file at any time
and from time to time one or more financing statements under the UCC, with
respect to the Secured Parties’ security interest in the Collateral, with the
proper filing and recording agencies in any jurisdiction deemed proper by it,
naming Agent or its designee as the secured party and such U.S. Obligor as
debtor, as Agent may require, and including any other information with respect
to such Debtors or otherwise required by part 5 of Article 9 of the UCC of such
jurisdiction as Agent may determine, together with any amendment and
continuations with respect thereto, including, without limitation, any financing
statement that describes the Collateral as “all personal property” or “all
assets” of such Debtor or that describes the Collateral in some other manner as
Agent reasonably deems necessary. Each Debtor hereby ratifies and approves all
financing statements naming Agent or its designee as secured party and such
Debtor, as the case may be, as debtor with respect to the Collateral (and any
amendments with respect to such financing statements) filed by or on behalf of
Agent prior to the Closing Date (as defined in the Securities Purchase
Agreement) and ratifies and confirms the authorization of Agent to file such
financing statements (and amendments, if any). Each Debtor hereby authorizes
Agent to adopt on behalf of such U.S. Obligor any symbol required for
authenticating any electronic filing. In the event that the description of the
collateral in any financing statement naming Agent or its designee as the
secured party and any Debtor as debtor includes assets and properties of such
Debtor that do not at any time constitute Collateral, whether hereunder, under
any of the other Transaction Documents (as defined in the Securities Purchase
Agreement) or otherwise, the filing of such financing statement shall
nonetheless be deemed authorized by such Debtor to the extent of the Collateral
included in such description and it shall not render the financing statement
ineffective as to any of the Collateral or otherwise affect the financing
statement as it applies to any of the Collateral. In no event shall any Debtor
at any time file, or permit or cause to be filed, any correction statement or
termination statement with respect to any financing statement (or amendment or
continuation with respect thereto) naming Agent or its designee as secured party
and such Debtor as debtor until the Obligations have been paid in full. 

         
(h)      The execution, delivery and performance
of this Agreement by the Debtors does not (i) violate any of the provisions of
any Organizational Documents of any Debtor or any judgment, decree, order or
award of any court, governmental body or arbitrator or any applicable law, rule
or regulation 

8 




applicable to any Debtor or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing any Debtor's debt or otherwise) or other understanding to
which any Debtor is a party or by which any property or asset of any Debtor is
bound or affected. If any, all required consents (including, without limitation,
from stockholders or creditors of any Debtor) necessary for any Debtor to enter
into and perform its obligations hereunder have been obtained. 

          
(i)      The capital stock and other equity
interests listed on Schedule H hereto (the “Pledged Securities”)
represent all of the capital stock and other equity interests of the Guarantors,
and represent all capital stock and other equity interests owned, directly or
indirectly, by the Company. All of the Pledged Securities are validly issued,
fully paid and nonassessable, and the Company is the legal and beneficial owner
of the Pledged Securities, free and clear of any lien, security interest or
other encumbrance except for the security interests created by this Agreement
and other Permitted Liens (as defined in the Debentures).

          (j)      The
ownership and other equity interests in partnerships and limited liability
companies (if any) included in the Collateral (the “Pledged
Interests”) by their express terms do not provide that they are
securities governed by Article 8 of the UCC and are not held in a securities
account or by any financial intermediary. 

          (k)      Except
for Permitted Liens (as defined in the Debentures), each Debtor shall at all
times maintain the liens and Security Interests provided for hereunder as valid
and perfected first priority liens and security interests in the Collateral in
favor of the Secured Parties until this Agreement and the Security Interest
hereunder shall be terminated pursuant to Section 11 hereof. Each Debtor hereby
agrees to defend the same against the claims of any and all persons and
entities. Each Debtor shall safeguard and protect all Collateral for the account
of the Secured Parties. At the request of the Agent, each Debtor will sign and
deliver to the Agent on behalf of the Secured Parties at any time or from time
to time one or more financing statements pursuant to the UCC in form reasonably
satisfactory to the Agent and will pay the cost of filing the same in all public
offices wherever filing is, or is deemed by the Agent to be, necessary or
desirable to effect the rights and obligations provided for herein. Without
limiting the generality of the foregoing, each Debtor shall pay all fees, taxes
and other amounts necessary to maintain the Collateral and the Security
Interests hereunder, and each Debtor shall obtain and furnish to the Agent from
time to time, upon demand, such releases and/or subordinations of claims and
liens which may be required to maintain the priority of the Security Interests
hereunder. 

          (l)      No
Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise
dispose of any of the Collateral (except for non-exclusive 

9 




licenses granted by a Debtor in its
ordinary course of business, consistent with prior practice, and sales of
inventory by a Debtor in its ordinary course of business) without the prior
written consent of the Required Holders. 

          (m)     
Each Debtor shall keep and preserve its equipment, inventory and other tangible
Collateral in good condition, repair and order and shall not operate or locate
any such Collateral (or cause to be operated or located) in any area excluded
from insurance coverage. 

          (n)      Each
Debtor shall maintain with financially sound and reputable insurers, insurance
with respect to the Collateral, including Collateral hereafter acquired, against
loss or damage of the kinds and in the amounts customarily insured against by
entities of established reputation having similar properties similarly situated
and in such amounts as are customarily carried under similar circumstances by
other such entities and otherwise as is prudent for entities engaged in similar
businesses but in any event sufficient to cover the full replacement cost
thereof. Each Debtor shall cause each insurance policy issued in connection
herewith to provide, and the insurer issuing such policy to certify to the
Agent, that (a) the Agent will be named as lender loss payee and additional
insured under each such insurance policy; (b) if such insurance be proposed to
be cancelled or materially changed for any reason whatsoever, such insurer will
promptly notify the Agent and such cancellation or change shall not be effective
as to the Agent for at least thirty (30) days after receipt by the Agent of such
notice, unless the effect of such change is to extend or increase coverage under
the policy; and (c) the Agent will have the right (but no obligation) at its
election to remedy any default in the payment of premiums within thirty (30)
days of notice from the insurer of such default. If no Event of Default (as
defined in the Debentures) exists and if the proceeds arising out of any claim
or series of related claims do not exceed $100,000, loss payments in each
instance will be applied by the applicable Debtor to the repair and/or
replacement of property with respect to which the loss was incurred to the
extent reasonably feasible, and any loss payments or the balance thereof
remaining, to the extent not so applied, shall be payable to the applicable
Debtor; provided, however, that payments received by any Debtor
after an Event of Default occurs and is continuing or in excess of $100,000 for
any occurrence or series of related occurrences shall be paid to the Agent on
behalf of the Secured Parties and, if received by such Debtor, shall be held in
trust for the Secured Parties and immediately paid over to the Agent unless
otherwise directed in writing by the Agent. Copies of such policies or the
related certificates, in each case, naming the Agent as lender loss payee and
additional insured shall be delivered to the Agent at least annually and at the
time any new policy of insurance is issued. 

          (o)      Each
Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the
Secured Parties promptly, in sufficient detail, of any material adverse change
in the Collateral, and of the occurrence of any event which would 

10 




have a material adverse effect on the
value of the Collateral or on the Secured Parties’ security interest, through
the Agent, therein. 

          
(p)      Each Debtor shall promptly execute and deliver
to the Agent such further deeds, mortgages, assignments, security agreements,
financing statements or other instruments, documents, certificates and
assurances and take such further action as the Agent may from time to time
request and may in its sole discretion deem necessary to perfect, protect or
enforce the Secured Parties’ security interest in the Collateral including,
without limitation, if applicable, the execution and delivery of a separate
security agreement with respect to each Debtor’s Intellectual Property
(“Intellectual Property Security Agreement”) in which the Secured Parties
have been granted a security interest hereunder, substantially in a form
reasonably acceptable to the Agent, which Intellectual Property Security
Agreement, other than as stated therein, shall be subject to all of the terms
and conditions hereof. 

          (q)      Each
Debtor shall permit the Agent and its representatives and agents to inspect the
Collateral during normal business hours and upon reasonable prior notice, and to
make copies of records pertaining to the Collateral as may be reasonably
requested by the Agent from time to time. 

          (r)     
Each Debtor shall take all steps reasonably necessary to diligently pursue and
seek to preserve, enforce and collect any rights, claims, causes of action and
accounts receivable in respect of the Collateral. 

          (s)      Each
Debtor shall promptly notify the Secured Parties in sufficient detail upon
becoming aware of any attachment, garnishment, execution or other legal process
levied against any Collateral and of any other information received by such
Debtor that may materially affect the value of the Collateral, the Security
Interest or the rights and remedies of the Secured Parties hereunder. 

          (t)      All
information heretofore, herein or hereafter supplied to the Secured Parties by
or on behalf of any Debtor with respect to the Collateral is accurate and
complete in all material respects as of the date furnished. 

          (u)      The
Debtors shall at all times preserve and keep in full force and effect their
respective valid existence and good standing and any rights and franchises
material to its business. 

          (v)      No
Debtor will change its name, type of organization, jurisdiction of organization,
organizational identification number (if it has one), legal or corporate
structure, or identity, or add any new fictitious name unless it provides at
least 30 days prior written notice to the Secured Parties of such change and, at
the time of such written notification, such Debtor provides any financing
statements or fixture filings necessary to perfect and continue the perfection
of the Security Interests granted and evidenced by this Agreement. 

11 




          (w)      Except
in the ordinary course of business, consistent with prior practice, no Debtor
may consign any of its inventory or sell any of its inventory on bill and hold,
sale or return, sale on approval, or other conditional terms of sale without the
consent of the Agent which shall not be unreasonably withheld. 

          (x)     
No Debtor may relocate its chief executive office to a new location without
providing 30 days prior written notification thereof to the Secured Parties and
so long as, at the time of such written notification, such Debtor provides any
financing statements or fixture filings necessary to perfect and continue the
perfection of the Security Interests granted and evidenced by this Agreement.


          
(y)      Each Debtor was organized and remains
organized solely under the laws of the state set forth next to such Debtor’s
name in Schedule D attached hereto, which Schedule D sets forth
each Debtor’s organizational identification number or, if any Debtor does not
have one, states that one does not exist. 

          (z)     
(i) The actual name of each Debtor is the name set forth in Schedule D
attached hereto; (ii) no Debtor has any trade names except as set forth on
Schedule E attached hereto; (iii) no Debtor has used any name other than
that stated in the preamble hereto or as set forth on Schedule E for the
preceding five years; and (iv) no entity has merged into any Debtor or been
acquired by any Debtor within the past five years except as set forth on
Schedule E. 

          (aa)      At
any time and from time to time that any Collateral consists of instruments,
certificated securities or other items that require or permit possession by the
secured party to perfect the security interest created hereby, the applicable
Debtor shall deliver such Collateral to the Agent. 

          (bb)      Each
Debtor, in its capacity as issuer, hereby agrees to comply with any and all
orders and instructions of Agent regarding the Pledged Interests consistent with
the terms of this Agreement without the further consent of any Debtor as
contemplated by Section 8-106 (or any successor section) of the UCC. Further,
each Debtor agrees that it shall not enter into a similar agreement (or one that
would confer “control” within the meaning of Article 8 of the UCC) with any
other person or entity. 

          (cc)     
Each Debtor shall cause all tangible chattel paper constituting Collateral to be
delivered to the Agent, or, if such delivery is not possible, then to cause such
tangible chattel paper to contain a legend noting that it is subject to the
security interest created by this Agreement. To the extent that any Collateral
consists of electronic chattel paper, the applicable Debtor shall cause the
underlying chattel paper to be “marked” within the meaning of Section 9-105 of
the UCC (or successor section thereto). 

          (dd)      If
there is any investment property or deposit account included as Collateral that
can be perfected by “control” through an account control 

12 




agreement, the applicable Debtor shall
cause such an account control agreement, in form and substance in each case
satisfactory to the Agent, to be entered into and delivered to the Agent for the
benefit of the Secured Parties. 

          (ee)      To
the extent that any Collateral consists of letter-of-credit rights, the
applicable Debtor shall cause the issuer of each underlying letter of credit to
consent to an assignment of the proceeds thereof to the Secured Parties. 

          (ff)      To
the extent that any Collateral is in the possession of any third party, the
applicable Debtor shall join with the Agent in notifying such third party of the
Secured Parties’ security interest in such Collateral and shall use its best
efforts to obtain an acknowledgement and agreement from such third party with
respect to the Collateral, in form and substance reasonably satisfactory to the
Agent. 

          (gg)     
If any Debtor shall at any time hold or acquire a commercial tort claim, such
Debtor shall promptly notify the Secured Parties in a writing signed by such
Debtor of the particulars thereof and grant to the Secured Parties in such
writing a security interest therein and in the proceeds thereof, all upon the
terms of this Agreement, with such writing to be in form and substance
satisfactory to the Agent. 

          (hh)      Each
Debtor shall immediately provide written notice to the Secured Parties of any
and all accounts which arise out of contracts with any governmental authority
and, to the extent necessary to perfect or continue the perfected status of the
Security Interests in such accounts and proceeds thereof, shall execute and
deliver to the Agent an assignment of claims for such accounts and cooperate
with the Agent in taking any other steps required, in its judgment, under the
Federal Assignment of Claims Act or any similar federal, state or local statute
or rule to perfect or continue the perfected status of the Security Interests in
such accounts and proceeds thereof. 

          
(ii)      Each Debtor shall cause each subsidiary
of such Debtor to immediately become a party hereto (an “Additional
Debtor”), by executing and delivering an Additional Debtor Joinder in
substantially the form of Annex A attached hereto and comply with the
provisions hereof applicable to the Debtors. Concurrent therewith, the
Additional Debtor shall deliver replacement schedules for, or supplements to all
other Schedules to (or referred to in) this Agreement, as applicable, which
replacement schedules shall supersede, or supplements shall modify, the
Schedules then in effect. The Additional Debtor shall also deliver such opinions
of counsel, authorizing resolutions, good standing certificates, incumbency
certificates, organizational documents, financing statements and other
information and documentation as the Agent may reasonably request. Upon delivery
of the foregoing to the Agent, the Additional Debtor shall be and become a party
to this Agreement with the same rights and obligations as the Debtors, for all
purposes hereof as fully and to the same extent as if it were an original 

13 




signatory hereto and shall be deemed to
have made the representations, warranties and covenants set forth herein as of
the date of execution and delivery of such Additional Debtor Joinder, and all
references herein to the “Debtors” shall be deemed to include each Additional
Debtor. 

          (jj)      Each
Debtor shall vote the Pledged Securities to comply with the covenants and
agreements set forth herein and in the Debentures. 

          (kk)      Each
Debtor shall register the pledge of the applicable Pledged Securities on the
books of such Debtor. Each Debtor shall notify each issuer of Pledged Securities
to register the pledge of the applicable Pledged Securities in the name of the
Secured Parties on the books of such issuer. Further, except with respect to
certificated securities delivered to the Agent, the applicable Debtor shall
deliver to Agent an acknowledgement of pledge (which, where appropriate, shall
comply with the requirements of the relevant UCC with respect to perfection by
registration) signed by the issuer of the applicable Pledged Securities, which
acknowledgement shall confirm that: (a) it has registered the pledge on its
books and records; and (b) at any time directed by Agent during the continuation
of an Event of Default, such issuer will transfer the record ownership of such
Pledged Securities into the name of any designee of Agent, will take such steps
as may be necessary to effect the transfer, and will comply with all other
instructions of Agent regarding such Pledged Securities without the further
consent of the applicable Debtor. 

          (ll)      In
the event that, upon an occurrence of an Event of Default, Agent shall sell all
or any of the Pledged Securities to another party or parties (herein called the
“Transferee”) or shall purchase or retain all or any of the Pledged
Securities, each Debtor shall, to the extent applicable: (i) deliver to Agent or
the Transferee, as the case may be, the articles of incorporation, bylaws,
minute books, stock certificate books, corporate seals, deeds, leases,
indentures, agreements, evidences of indebtedness, books of account, financial
records and all other Organizational Documents and records of the Debtors and
their direct and indirect subsidiaries; (ii) use its best efforts to obtain
resignations of the persons then serving as officers and directors of the
Debtors and their direct and indirect subsidiaries, if so requested; and (iii)
use its best efforts to obtain any approvals that are required by any
governmental or regulatory body in order to permit the sale of the Pledged
Securities to the Transferee or the purchase or retention of the Pledged
Securities by Agent and allow the Transferee or Agent to continue the business
of the Debtors and their direct and indirect subsidiaries. 

          (mm)      Without
limiting the generality of the other obligations of the Debtors hereunder, each
Debtor shall promptly (i) cause to be registered at the United States Copyright
Office all of its material copyrights, (ii) cause the security interest
contemplated hereby with respect to all Intellectual Property registered at the
United States Copyright Office or United States Patent and Trademark Office to
be duly recorded at the applicable office, and (iii) give the Agent notice
whenever it acquires (whether absolutely or by license) or creates 

14 




any additional material Intellectual
Property. The Company shall make all required filings and shall take all other
action necessary to fully perfect the Secured Parties’ security interest in any
issued or pending patents or trademarks in both (i) the United States and (ii)
any other country where such patent or trademark is issued or pending, in each
case within thirty (30) days of the date hereof (or, in the case of patents or
trademarks issued in the future, within thirty (30) days of the date of such
future issuance). 

          
(nn)      Each Debtor will from time to time, at
the joint and several expense of the Debtors, promptly execute and deliver all
such further instruments and documents, and take all such further action as may
be necessary or desirable, or as the Agent may reasonably request, in order to
perfect and protect any security interest granted or purported to be granted
hereby or to enable the Secured Parties to exercise and enforce their rights and
remedies hereunder and with respect to any Collateral or to otherwise carry out
the purposes of this Agreement. 

          (oo)      Schedule
F attached hereto lists all of the patents, patent applications, trademarks,
trademark applications, registered copyrights, copyright applications and domain
names owned by any of the Debtors as of the date hereof. Schedule F lists
all material licenses in favor of any Debtor for the use of any patents,
trademarks, copyrights and domain names as of the date hereof. All material
patents and trademarks of the Debtors have been duly recorded at the United
States Patent and Trademark Office and all material copyrights of the Debtors
have been duly recorded at the United States Copyright Office. 

          (pp)     
Except as set forth on Schedule G attached hereto, none of the account
debtors or other persons or entities obligated on any of the Collateral is a
governmental authority covered by the Federal Assignment of Claims Act or any
similar federal, state or local statute or rule in respect of such Collateral.


          (qq)      The
Company will file, or will permit the Secured Parties, or the Agent on behalf of
the Secured Parties, to file, a claim of lien in the public real estate records
of the state and county where any Real Property of the Debtors is located, in
order to perfect the Secured Parties’ liens on the Real Property. 

          5.      Effect
of Pledge on Certain Rights. If any of the Collateral subject to this
Agreement consists of nonvoting equity or ownership interests (regardless of
class, designation, preference or rights) that may be converted into voting
equity or ownership interests upon the occurrence of certain events (including,
without limitation, upon the transfer of all or any of the other stock or assets
of the issuer), it is agreed that the pledge of such equity or ownership
interests pursuant to this Agreement or the enforcement of any of Agent’s rights
hereunder shall not be deemed to be the type of event which would trigger such
conversion rights notwithstanding any provisions in the Organizational Documents
or agreements to which any Debtor is subject or to which any Debtor is party.


15




          6.      Defaults.
The following events shall be “Events of Default”: 

          (a)      The
occurrence of an Event of Default (as defined in the Debentures) under the
Debentures; 

          (b)      Any
representation or warranty of any Debtor in this Agreement shall prove to have
been incorrect in any material respect when made; 

          (c)      The
failure by any Debtor to observe or perform any of its obligations hereunder for
five (5) days after delivery to such Debtor of notice of such failure by or on
behalf of a Secured Party unless such default is capable of cure but cannot be
cured within such time frame and such Debtor is using best efforts to cure same
in a timely fashion; or 

          (d)     
If any provision of this Agreement shall at any time for any reason be declared
to be null and void, or the validity or enforceability thereof shall be
contested by any Debtor, or a proceeding shall be commenced by any Debtor, or by
any governmental authority having jurisdiction over any Debtor, seeking to
establish the invalidity or unenforceability thereof, or any Debtor shall deny
that any Debtor has any liability or obligation purported to be created under
this Agreement. 

          7.      Duty
To Hold In Trust.

          (a)      Upon
the occurrence of any Event of Default and at any time thereafter, each Debtor
shall, upon receipt of any revenue, income, dividend, interest or other sums
subject to the Security Interests, whether payable pursuant to the Debentures or
otherwise, or of any check, draft, note, trade acceptance or other instrument
evidencing an obligation to pay any such sum, hold the same in trust for the
Secured Parties and shall forthwith endorse and transfer any such sums or
instruments, or both, to the Secured Parties, pro-rata in proportion to their
respective then-currently outstanding principal amount of Debentures for
application to the satisfaction of the Obligations (and if any Debenture is not
outstanding, pro-rata in proportion to the initial purchases of the remaining
Debentures).

          (b)     
If any Debtor shall become entitled to receive or shall receive any securities
or other property (including, without limitation, shares of Pledged Securities
or instruments representing Pledged Securities acquired after the date hereof,
or any options, warrants, rights or other similar property or certificates
representing a dividend, or any distribution in connection with any
recapitalization, reclassification or increase or reduction of capital, or
issued in connection with any reorganization of such Debtor or any of its direct
or indirect subsidiaries) in respect of the Pledged Securities (whether as an
addition to, in substitution of, or in exchange for, such Pledged Securities or
otherwise), such Debtor agrees to (i) accept the same as the agent of the
Secured Parties; (ii) hold 

     16




the same in trust on behalf of and for the benefit of the
Secured Parties; and (iii) to deliver any and all certificates or instruments
evidencing the same to Agent on or before the close of business on the fifth
business day following the receipt thereof by such Debtor, in the exact form
received together with the Necessary Endorsements, to be held by Agent subject
to the terms of this Agreement as Collateral. 

          8.      Rights
and Remedies Upon Default.

          (a)      Upon
the occurrence of any Event of Default and at any time thereafter, the Secured
Parties, acting on each of their own behalf or through the Agent, shall have the
right to exercise all of the remedies conferred hereunder and under the
Debentures, and the Secured Parties shall have all the rights and remedies of a
secured party under the UCC. Without limitation, the Agent, for the benefit of
the Secured Parties, shall have the following rights and powers: 

          (i)      The
Agent shall have the right to take possession of the Collateral and, for that
purpose, enter, with the aid and assistance of any person, any premises where
the Collateral, or any part thereof, is or may be placed and remove the same,
and each Debtor shall assemble the Collateral and make it available to the Agent
at places which the Agent shall reasonably select, whether at such Debtor's
premises or elsewhere, and make available to the Agent, without rent, all of
such Debtor’s respective premises and facilities for the purpose of the Agent
taking possession of, removing or putting the Collateral in saleable or
disposable form. 

          (ii)      Upon
notice to the Debtors by Agent, all rights of each Debtor to exercise the voting
and other consensual rights which it would otherwise be entitled to exercise and
all rights of each Debtor to receive the dividends and interest which it would
otherwise be authorized to receive and retain, shall cease. Upon such notice,
Agent shall have the right to receive, for the benefit of the Secured Parties,
any interest, cash dividends or other payments on the Collateral and, at the
option of Agent, to exercise in such Agent’s discretion all voting rights
pertaining thereto. Without limiting the generality of the foregoing, Agent
shall have the right (but not the obligation) to exercise all rights with
respect to the Collateral as it were the sole and absolute owner thereof,
including, without limitation, to vote and/or to exchange, at its sole
discretion, any or all of the Collateral in connection with a merger,
reorganization, consolidation, recapitalization or other readjustment concerning
or involving the Collateral or any Debtor or any of its direct or indirect
subsidiaries. 

          (iii)     
The Agent shall have the right to operate the business of each Debtor using the
Collateral and shall have the right to assign, sell, lease or otherwise dispose
of and deliver all or any part of the Collateral, at public 

17 




or private sale or otherwise, either
with or without special conditions or stipulations, for cash or on credit or for
future delivery, in such parcel or parcels and at such time or times and at such
place or places, and upon such terms and conditions as the Agent may deem
commercially reasonable, all without (except as shall be required by applicable
statute and cannot be waived) advertisement or demand upon or notice to any
Debtor or right of redemption of a Debtor, which are hereby expressly waived.
Upon each such sale, lease, assignment or other transfer of Collateral, the
Agent, for the benefit of the Secured Parties, may, unless prohibited by
applicable law which cannot be waived, purchase all or any part of the
Collateral being sold, free from and discharged of all trusts, claims, right of
redemption and equities of any Debtor, which are hereby waived and released.


          (iv)     
The Agent shall have the right (but not the obligation) to notify any account
debtors and any obligors under instruments or accounts to make payments directly
to the Agent, on behalf of the Secured Parties, and to enforce the Debtors’
rights against such account debtors and obligors. 

          (v)      The
Agent, for the benefit of the Secured Parties, may (but is not obligated to)
direct any financial intermediary or any other person or entity holding any
investment property to transfer the same to the Agent, on behalf of the Secured
Parties, or its designee. 

        (vi)     
The Agent may (but is not obligated to) transfer any or all Intellectual
Property registered in the name of any Debtor at the United States Patent and
Trademark Office and/or Copyright Office into the name of the Secured Parties or
any designee or any purchaser of any Collateral. 

          (b)      The
Agent shall comply with any applicable law in connection with a disposition of
Collateral and such compliance will not be considered adversely to affect the
commercial reasonableness of any sale of the Collateral. The Agent may sell the
Collateral without giving any warranties and may specifically disclaim such
warranties. If the Agent sells any of the Collateral on credit, the Debtors will
only be credited with payments actually made by the purchaser. In addition, each
Debtor waives any and all rights that it may have to a judicial hearing in
advance of the enforcement of any of the Agent’s rights and remedies hereunder,
including, without limitation, its right following an Event of Default to take
immediate possession of the Collateral and to exercise its rights and remedies
with respect thereto. 

          (c)     
For the purpose of enabling the Agent to further exercise rights and remedies
under this Section 8 or elsewhere provided by agreement or applicable law, each
Debtor hereby grants to the Agent, for the benefit of the Agent and the Secured
Parties, an irrevocable, nonexclusive license (exercisable without payment of
royalty or other compensation to such Debtor) to use, license or 

18 




sublicense following an Event of Default, any Intellectual
Property now owned or hereafter acquired by such Debtor, and wherever the same
may be located, and including in such license access to all media in which any
of the licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof. 

          9.      Applications
of Proceeds. The proceeds of any such sale, lease or other disposition of
the Collateral hereunder or from payments made on account of any insurance
policy insuring any portion of the Collateral shall be applied first, to the
expenses of retaking, holding, storing, processing and preparing for sale,
selling, and the like (including, without limitation, any taxes, fees and other
costs incurred in connection therewith) of the Collateral, to the reasonable
attorneys’ fees and expenses incurred by the Agent or any Secured Party in
enforcing the Secured Parties’ rights hereunder and in connection with
collecting, storing and disposing of the Collateral, and then to satisfaction of
the Obligations pro rata among the Secured Parties (based on then-outstanding
principal amounts of Debentures at the time of any such determination), and to
the payment of any other amounts required by applicable law, after which the
Secured Parties shall pay to the applicable Debtor any surplus proceeds. If,
upon the sale, license or other disposition of the Collateral, the proceeds
thereof are insufficient to pay all amounts to which the Secured Parties are
legally entitled, the Debtors will be liable for the deficiency, together with
interest thereon, at the rate of 18% per annum or the lesser amount permitted by
applicable law (the “Default Rate”), and the reasonable fees of any attorneys
employed by the Secured Parties to collect such deficiency. To the extent
permitted by applicable law, each Debtor waives all claims, damages and demands
against the Secured Parties arising out of the repossession, removal, retention
or sale of the Collateral, unless due solely to the gross negligence or willful
misconduct of the Secured Parties as determined by a final judgment (not subject
to further appeal) of a court of competent jurisdiction. 

          10.      Securities
Law Provision. Each Debtor recognizes that Agent may be limited in its
ability to effect a sale to the public of all or part of the Pledged Securities
by reason of certain prohibitions in the Securities Act of 1933, as amended, or
other federal or state securities laws (collectively, the “Securities
Laws”), and may be compelled to resort to one or more sales to a restricted
group of purchasers who may be required to agree to acquire the Pledged
Securities for their own account, for investment and not with a view to the
distribution or resale thereof. Each Debtor agrees that sales so made may be at
prices and on terms less favorable than if the Pledged Securities were sold to
the public, and that Agent has no obligation to delay the sale of any Pledged
Securities for the period of time necessary to register the Pledged Securities
for sale to the public under the Securities Laws. Each Debtor shall cooperate
with Agent in its attempt to satisfy any requirements under the Securities Laws
(including, without limitation, registration thereunder if requested by Agent)
applicable to the sale of the Pledged Securities by Agent. 

          11.      Costs
and Expenses. Each Debtor agrees to pay all reasonable out-of-pocket fees,
costs and expenses incurred in connection with any filing required hereunder,
including without limitation, any financing statements pursuant to the UCC, 

19 




continuation statements, partial releases and/or termination
statements related thereto or any expenses of any searches reasonably required
by the Agent. The Debtors shall also pay all other claims and charges which in
the reasonable opinion of the Agent is reasonably likely to prejudice, imperil
or otherwise affect the Collateral or the Security Interests therein. The
Debtors will also, upon demand, pay to any applicable Secured Party and the
Agent the amount of any and all reasonable expenses, including the reasonable
fees and expenses of its counsel and of any experts and agents, which such
Secured Party and/or the Agent, for the benefit of the Secured Parties, may
incur in connection with (i) the enforcement of this Agreement, (ii) the custody
or preservation of, or the sale of, collection from, or other realization upon,
any of the Collateral, or (iii) the exercise or enforcement of any of the rights
of the Secured Parties under the Debentures. Until so paid, any fees payable
hereunder shall be added to the principal amount of the Debentures and shall
bear interest at the Default Rate. 

          12.      Responsibility
for Collateral. The Debtors assume all liabilities and responsibility in
connection with all Collateral, and the Obligations shall in no way be affected
or diminished by reason of the loss, destruction, damage or theft of any of the
Collateral or its unavailability for any reason. Without limiting the generality
of the foregoing, (a) neither the Agent nor any Secured Party (i) has any duty
(either before or after an Event of Default) to collect any amounts in respect
of the Collateral or to preserve any rights relating to the Collateral, or (ii)
has any obligation to clean-up or otherwise prepare the Collateral for sale, and
(b) each Debtor shall remain obligated and liable under each contract or
agreement included in the Collateral to be observed or performed by such Debtor
thereunder. Neither the Agent nor any Secured Party shall have any obligation or
liability under any such contract or agreement by reason of or arising out of
this Agreement or the receipt by the Agent or any Secured Party of any payment
relating to any of the Collateral, nor shall the Agent or any Secured Party be
obligated in any manner to perform any of the obligations of any Debtor under or
pursuant to any such contract or agreement, to make inquiry as to the nature or
sufficiency of any payment received by the Agent or any Secured Party in respect
of the Collateral or as to the sufficiency of any performance by any party under
any such contract or agreement, to present or file any claim, to take any action
to enforce any performance or to collect the payment of any amounts which may
have been assigned to the Agent or to which the Agent or any Secured Party may
be entitled at any time or times. 

          13.      Security
Interests Absolute. All rights of the Secured Parties and all obligations of
the Debtors hereunder, shall be absolute and unconditional, irrespective of: (a)
any lack of validity or enforceability of this Agreement, the Debentures or any
agreement entered into in connection with the foregoing, or any portion hereof
or thereof; (b) any change in the time, manner or place of payment or
performance of, or in any other term of, all or any of the Obligations, or any
other amendment or waiver of or any consent to any departure from the Debentures
or any other agreement entered into in connection with the foregoing; (c) any
exchange, release or nonperfection of any of the Collateral, or any release or
amendment or waiver of or consent to departure from any other collateral for, or
any guarantee, or any other security, for all or any of the 

20 




Obligations; (d) any action by the Secured Parties to obtain,
adjust, settle and cancel in its sole discretion any insurance claims or matters
made or arising in connection with the Collateral; or (e) any other circumstance
which might otherwise constitute any legal or equitable defense available to a
Debtor, or a discharge of all or any part of the Security Interests granted
hereby. Until the Obligations shall have been paid and performed in full, the
rights of the Secured Parties shall continue even if the Obligations are barred
for any reason, including, without limitation, the running of the statute of
limitations or bankruptcy. Each Debtor expressly waives presentment, protest,
notice of protest, demand, notice of nonpayment and demand for performance. In
the event that at any time any transfer of any Collateral or any payment
received by the Secured Parties hereunder shall be deemed by final order of a
court of competent jurisdiction to have been a voidable preference or fraudulent
conveyance under the bankruptcy or insolvency laws of the United States, or
shall be deemed to be otherwise due to any party other than the Secured Parties,
then, in any such event, each Debtor’s obligations hereunder shall survive
cancellation of this Agreement, and shall not be discharged or satisfied by any
prior payment thereof and/or cancellation of this Agreement, but shall remain a
valid and binding obligation enforceable in accordance with the terms and
provisions hereof. Each Debtor waives all right to require the Secured Parties
to proceed against any other person or entity or to apply any Collateral which
the Secured Parties may hold at any time, or to marshal assets, or to pursue any
other remedy. Each Debtor waives any defense arising by reason of the
application of the statute of limitations to any obligation secured hereby. 

          14.      Term
of Agreement. This Agreement and the Security Interests shall terminate on
the date on which all payments under the Debentures have been indefeasibly paid
in full and all other Obligations have been paid or discharged; provided,
however, that all indemnities of the Debtors contained in this Agreement
(including, without limitation, Annex B hereto) shall survive and remain
operative and in full force and effect regardless of the termination of this
Agreement. 

          15.      Power
of Attorney; Further Assurances. 

                    
(a)      Each Debtor authorizes the Agent, and
does hereby make, constitute and appoint the Agent and its officers, agents,
successors or assigns with full power of substitution, as such Debtor’s true and
lawful attorney-in-fact, with power, in the name of the Agent or such Debtor,
to, after the occurrence and during the continuance of an Event of Default, (i)
endorse any note, checks, drafts, money orders or other instruments of payment
(including payments payable under or in respect of any policy of insurance) in
respect of the Collateral that may come into possession of the Agent; (ii) to
sign and endorse any financing statement pursuant to the UCC or any invoice,
freight or express bill, bill of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications and notices in connection with
accounts, and other documents relating to the Collateral; (iii) to pay or
discharge taxes, liens, security interests or other encumbrances at any time
levied or placed on or threatened against the Collateral; (iv) to demand,
collect, receipt for, compromise, settle and sue for monies due in respect of
the Collateral; (v) to transfer any Intellectual Property or provide licenses
respecting any Intellectual Property; and (vi) generally, at the option of the
Agent, and at the expense of 

21 




the Debtors, at any time, or from time to time, to execute and
deliver any and all documents and instruments and to do all acts and things
which the Agent deems necessary to protect, preserve and realize upon the
Collateral and the Security Interests granted therein in order to effect the
intent of this Agreement and the Debentures all as fully and effectually as the
Debtors might or could do; and each Debtor hereby ratifies all that said
attorney shall lawfully do or cause to be done by virtue hereof. This power of
attorney is coupled with an interest and shall be irrevocable for the term of
this Agreement and thereafter as long as any of the Obligations shall be
outstanding. The designation set forth herein shall be deemed to amend and
supersede any inconsistent provision in the Organizational Documents or other
documents or agreements to which any Debtor is subject or to which any Debtor is
a party. Without limiting the generality of the foregoing, after the occurrence
and during the continuance of an Event of Default, each Secured Party is
specifically authorized to execute and file any applications for or instruments
of transfer and assignment of any patents, trademarks, copyrights or other
Intellectual Property with the United States Patent and Trademark Office and the
United States Copyright Office. 

                    
(b)      On a continuing basis, each Debtor will make,
execute, acknowledge, deliver, file and record, as the case may be, with the
proper filing and recording agencies in any jurisdiction, including, without
limitation, the jurisdictions indicated on Schedule C attached hereto,
all such instruments, and take all such action as may reasonably be deemed
necessary or advisable, or as reasonably requested by the Agent, to perfect the
Security Interests granted hereunder and otherwise to carry out the intent and
purposes of this Agreement, or for assuring and confirming to the Agent the
grant or perfection of a perfected security interest in all the Collateral under
the UCC. 

                    (c)      Each
Debtor hereby irrevocably appoints the Agent as such Debtor’s attorney-in-fact,
with full authority in the place and instead of such Debtor and in the name of
such Debtor, from time to time in the Agent’s discretion, to take any action and
to execute any instrument which the Agent may deem necessary or advisable to
accomplish the purposes of this Agreement, including the filing, in its sole
discretion, of one or more financing or continuation statements and amendments
thereto, relative to any of the Collateral without the signature of such Debtor
where permitted by law, which financing statements may (but need not) describe
the Collateral as “all assets” or “all personal property” or words of like
import, and ratifies all such actions taken by the Agent. This power of attorney
is coupled with an interest and shall be irrevocable for the term of this
Agreement and thereafter as long as any of the Obligations shall be outstanding.


          16.      Notices.
All notices, requests, demands and other communications hereunder shall be
subject to the notice provision of the Securities Purchase Agreement (as such
term is defined in the Debentures). 

          17.      Other
Security. To the extent that the Obligations are now or hereafter secured by
property other than the Collateral or by the guarantee, endorsement or property
of any other person, firm, corporation or other entity, then the Agent shall
have 

22 




the right, in its sole discretion, to pursue, relinquish,
subordinate, modify or take any other action with respect thereto, without in
any way modifying or affecting any of the Secured Parties’ rights and remedies
hereunder. 

          18.      Appointment
of Agent. The Secured Parties hereby appoint Roswell Capital Partners, LLC
to act as their agent (“Agent”) for purposes of exercising any and all
rights and remedies of the Secured Parties hereunder. Such appointment shall
continue until revoked in writing by the Required Holders, at which time the
Required Holders shall appoint a new Agent, provided that Roswell Capital
Partners, LLC may not be removed as Agent unless BridgePointe Master Fund Ltd.
shall then hold less than $250,000 in principal amount of Debentures;
provided, further, that such removal may occur only if the other
Secured Parties shall then hold not less than an aggregate of $500,000 in
principal amount of Debentures. The Agent shall have the rights,
responsibilities and immunities set forth in Annex B hereto. 

          19.      Miscellaneous.


          (a) No
course of dealing between the Debtors and the Secured Parties, nor any failure
to exercise, nor any delay in exercising, on the part of the Secured Parties,
any right, power or privilege hereunder or under the Debentures shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, power
or privilege hereunder or thereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. 

          (b)     
All of the rights and remedies of the Secured Parties with respect to the
Collateral, whether established hereby or by the Debentures or by any other
agreements, instruments or documents or by law shall be cumulative and may be
exercised singly or concurrently. 

          (c)     
This Agreement, together with the exhibits and schedules hereto, contain the
entire understanding of the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings, oral or written, with
respect to such matters, which the parties acknowledge have been merged into
this Agreement and the exhibits and schedules hereto. No provision of this
Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Debtors and the Secured
Parties or, in the case of a waiver, by the party against whom enforcement of
any such waived provision is sought.

          (d)     
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such 

23 




term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable. 

          (e)     
No waiver of any default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in the future or a
waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right. 

          (f)     
This Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns. The Company and the Guarantors may not
assign this Agreement or any rights or obligations hereunder without the prior
written consent of each Secured Party (other than by merger). Any Secured Party
may assign any or all of its rights under this Agreement to any Person to whom
such Secured Party assigns or transfers any Securities, provided such transferee
agrees in writing to be bound, with respect to the transferred Securities, by
the provisions of this Agreement that apply to the “Secured Parties.” 

          (g)     
Each party shall take such further action and execute and deliver such further
documents as may be necessary or appropriate in order to carry out the
provisions and purposes of this Agreement. 

          (h)      All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each Debtor agrees that all proceedings
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and the Debentures (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders,
partners, members, managers, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York, Borough of
Manhattan. Each Debtor hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of
Manhattan for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such proceeding is improper. Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed 

24 




to limit in any way any right to serve
process in any manner permitted by law. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to
trial by jury in any legal proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby. If any party shall commence a
proceeding to enforce any provisions of this Agreement, then the prevailing
party in such proceeding shall be reimbursed by the other party for its
reasonable attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such proceeding. 

          (i)      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 one and the same 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. 

          (j)      All
Debtors shall jointly and severally be liable for the obligations of each Debtor
to the Secured Parties hereunder. 

          (k)     
Each Debtor shall indemnify, reimburse and hold harmless the Agent and the
Secured Parties and their respective partners, members, shareholders, officers,
directors, employees and agents (and any other persons with other titles that
have similar functions) (collectively, “Indemnitees”) from and against
any and all losses, claims, liabilities, damages, penalties, suits, costs and
expenses, of any kind or nature, (including fees relating to the cost of
investigating and defending any of the foregoing) imposed on, incurred by or
asserted against such Indemnitee in any way related to or arising from or
alleged to arise from this Agreement or the Collateral, except any such losses,
claims, liabilities, damages, penalties, suits, costs and expenses which result
from the gross negligence or willful misconduct of the Indemnitee as determined
by a final, nonappealable decision of a court of competent jurisdiction. This
indemnification provision is in addition to, and not in limitation of, any other
indemnification provision in the Debentures, the Securities Purchase Agreement
(as such term is defined in the Debentures) or any other agreement, instrument
or other document executed or delivered in connection herewith or therewith.


          (l)      Nothing
in this Agreement shall be construed to subject Agent or any Secured Party to
liability as a partner in any Debtor or any if its direct or indirect
subsidiaries that is a partnership or as a member in any Debtor or any of its
direct or indirect subsidiaries that is a limited liability company, nor shall
Agent or any Secured Party be deemed to have assumed any obligations under any
partnership agreement or limited liability company agreement, as applicable, of
any such Debtor or any if its direct or indirect subsidiaries or otherwise,
unless and until any such Secured Party exercises its right to be substituted
for such Debtor as a partner or member, as applicable, pursuant hereto. 

25 




          (m)     
To the extent that the grant of the security interest in the Collateral and the
enforcement of the terms hereof require the consent, approval or action of any
partner or member, as applicable, of any Debtor or any direct or indirect
subsidiary of any Debtor or compliance with any provisions of any of the
Organizational Documents, the Debtors hereby grant such consent and approval and
waive any such noncompliance with the terms of said documents. 

[SIGNATURE PAGES FOLLOW]

26 




          IN
WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be
duly executed on the day and year first above written. 

ICP SOLAR TECHNOLOGIES, INC. 


By:__________________________________________
Name:

Title: 


1260491 ALBERTA, INC. 

By:__________________________________________
Name:

Title: 


ICP SOLAR TECHNOLOGIES, INC. (CANADA) 


By:__________________________________________
Name:

Title: 


ICP GLOBAL TECHNOLOGIES, INC. (CANADA) 


By:__________________________________________
Name:

Title: 


WES POWER TECHNOLOGY, INC. (CANADA) 


By:__________________________________________
Name:

Title: 

[SIGNATURE PAGE OF HOLDERS FOLLOWS] 

27 




[SIGNATURE PAGE OF HOLDERS TO ICP SOLAR TECHNOLOGIES, INC.

SECURITY AGREEMENT] 

Name of Investing Entity:
__________________________

Signature of Authorized Signatory
of Investing entity: _________________________

Name of Authorized Signatory:
_________________________

Title of Authorized Signatory:
__________________________


28 




ANNEX A 
to 
SECURITY 
AGREEMENT


FORM OF ADDITIONAL DEBTOR JOINDER 

Security Agreement dated as of June 13, 2008 made by 

ICP SOLAR TECHNOLOGIES, INC. 
and its subsidiaries
party thereto from time to time, as Debtors 
to and in favor of 
the
Secured Parties identified therein (the “Security Agreement”) 

         
Reference is made to the Security Agreement as defined above; capitalized terms
used herein and not otherwise defined herein shall have the meanings given to
such terms in, or by reference in, the Security Agreement. 

          The
undersigned hereby agrees that upon delivery of this Additional Debtor Joinder
to the Secured Parties referred to above, the undersigned shall (a) be an
Additional Debtor under the Security Agreement, (b) have all the rights and
obligations of the Debtors under the Security Agreement as fully and to the same
extent as if the undersigned was an original signatory thereto and (c) be deemed
to have made the representations and warranties set forth therein as of the date
of execution and delivery of this Additional Debtor Joinder. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE
SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN
THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL
PROVISIONS SET FORTH THEREIN. 

          Attached
hereto are supplemental and/or replacement Schedules to the Security Agreement,
as applicable. 

          An
executed copy of this Joinder shall be delivered to the Secured Parties, and the
Secured Parties may rely on the matters set forth herein on or after the date
hereof. This Joinder shall not be modified, amended or terminated without the
prior written consent of the Secured Parties. 

29 




          IN
WITNESS WHEREOF, the undersigned has caused this Joinder to be executed in the
name and on behalf of the undersigned. 

[Name of Additional Debtor] 

By: ___________________________

Name:________________________

Title:_________________________

Address: 

____________________________

____________________________

____________________________

____________________________


Dated: 

30 




ANNEX B 
to 
SECURITY 
AGREEMENT


THE AGENT 

                   
  1. Appointment. The Secured Parties (all capitalized terms used herein
  and not otherwise defined shall have the respective meanings provided in the
  Security Agreement to which this Annex B is attached (the "Agreement")),
  by their acceptance of the benefits of the Agreement, hereby designate Roswell
  Capital Partners, LLC (“Agent”) as the Agent to act
  as specified herein and in the Agreement. Each Secured Party shall be deemed
  irrevocably to authorize the Agent to take such action on its behalf under the
  provisions of the Agreement and any other Transaction Document (as such term
  is defined in the Debentures) and to exercise such powers and to perform such
  duties hereunder and thereunder as are specifically delegated to or required
  of the Agent by the terms hereof and thereof and such other powers as are reasonably
  incidental thereto. The Agent may perform any of its duties hereunder by or
  through its agents or employees. 

                   
  2. Nature of Duties. The Agent shall have no duties or responsibilities
  except those expressly set forth in the Agreement. Neither the Agent nor any
  of its partners, members, shareholders, officers, directors, employees or agents
  shall be liable for any action taken or omitted by it as such under the Agreement
  or hereunder or in connection herewith or therewith, be responsible for the
  consequence of any oversight or error of judgment or answerable for any loss,
  unless caused solely by its or their gross negligence or willful misconduct
  as determined by a final judgment (not subject to further appeal) of a court
  of competent jurisdiction. The duties of the Agent shall be mechanical and administrative
  in nature; the Agent shall not have by reason of the Agreement or any other
  Transaction Document a fiduciary relationship in respect of any Debtor or any
  Secured Party; and nothing in the Agreement or any other Transaction Document,
  expressed or implied, is intended to or shall be so construed as to impose upon
  the Agent any obligations in respect of the Agreement or any other Transaction
  Document except as expressly set forth herein and therein. 

                   
  3. Lack of Reliance on the Agent. Independently and without reliance
  upon the Agent, each Secured Party, to the extent it deems appropriate, has
  made and shall continue to make (i) its own independent investigation of the
  financial condition and affairs of the Company and its subsidiaries in connection
  with such Secured Party’s investment in the Debtors, the creation and continuance
  of the Obligations, the transactions contemplated by the Transaction Documents,
  and the taking or not taking of any action in connection therewith, and (ii)
  its own appraisal of the creditworthiness of the Company and its subsidiaries,
  and of the value of the Collateral from time to time, and the Agent shall have
  no duty or responsibility, either initially or on a continuing basis, to provide
  any Secured Party with any credit, market or other information with respect
  thereto, whether coming into its possession before any Obligations are incurred
  or 

31 




at any time or times thereafter. The Agent shall not be
responsible to the Debtors or any Secured Party for any recitals, statements,
information, representations or warranties herein or in any document,
certificate or other writing delivered in connection herewith, or for the
execution, effectiveness, genuineness, validity, enforceability, perfection,
collectibility, priority or sufficiency of the Agreement or any other
Transaction Document, or for the financial condition of the Debtors or the value
of any of the Collateral, or be required to make any inquiry concerning either
the performance or observance of any of the terms, provisions or conditions of
the Agreement or any other Transaction Document, or the financial condition of
the Debtors, or the value of any of the Collateral, or the existence or possible
existence of any default or Event of Default under the Agreement, the Debentures
or any of the other Transaction Documents. 

                   
  4. Certain Rights of the Agent. The Agent shall have the right to take
  any action with respect to the Collateral, on behalf of all of the Secured Parties.
  Without limiting the foregoing, (a) no Secured Party shall have any right of
  action whatsoever against the Agent as a result of the Agent acting or refraining
  from acting hereunder in accordance with the terms of the Agreement or any other
  Transaction Document, and the Debtors shall have no right to question or challenge
  the authority of, or the instructions given to, the Agent pursuant to the foregoing
  and (b) the Agent shall not be required to take any action which the Agent believes
  (i) could reasonably be expected to expose it to personal liability or (ii)
  is contrary to this Agreement, the Transaction Documents or applicable law.


                   
  5. Reliance. The Agent shall be entitled to rely, and shall be fully
  protected in relying, upon any writing, resolution, notice, statement, certificate,
  telex, teletype or telecopier message, cablegram, radiogram, order or other
  document or telephone message signed, sent or made by the proper person or entity,
  and, with respect to all legal matters pertaining to the Agreement and the other
  Transaction Documents and its duties thereunder, upon advice of counsel selected
  by it and upon all other matters pertaining to this Agreement and the other
  Transaction Documents and its duties thereunder, upon advice of other experts
  selected by it. Anything to the contrary notwithstanding, the Agent shall have
  no obligation whatsoever to any Secured Party to assure that the Collateral
  exists or is owned by the Debtors or is cared for, protected or insured or that
  the liens granted pursuant to the Agreement have been properly or sufficiently
  or lawfully created, perfected, or enforced or are entitled to any particular
  priority. 

                   
  6. Indemnification. To the extent that the Agent is not reimbursed
  and indemnified by the Debtors, the Secured Parties will jointly and severally
  reimburse and indemnify the Agent, in proportion to their initially purchased
  respective principal amounts of Debentures, from and against any and all liabilities,
  obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
  or disbursements of any kind or nature whatsoever which may be imposed on, incurred
  by or asserted against the Agent in performing its duties hereunder or under
  the Agreement or any other Transaction Document, or in any way relating to or
  arising out of the Agreement or any other Transaction Document except for those
  determined by a final judgment (not subject 

32 




to further appeal) of a court of competent jurisdiction to have
resulted solely from the Agent's own gross negligence or willful misconduct.
Prior to taking any action hereunder as Agent, the Agent may require each
Secured Party to deposit with it sufficient sums as it determines in good faith
is necessary to protect the Agent for costs and expenses associated with taking
such action. 

                   
  7. Resignation by the Agent.

          (a) The
Agent may resign from the performance of all its functions and duties under the
Agreement and the other Transaction Documents at any time by giving 30 days'
prior written notice (as provided in the Agreement) to the Debtors and the
Secured Parties. Such resignation shall take effect upon the appointment of a
successor Agent pursuant to clauses (b) and (c) below. 

          (b) Upon
any such notice of resignation, the Secured Parties, acting by the Required
Holders, shall appoint a successor Agent hereunder. 

          (c) If a
successor Agent shall not have been so appointed within said 30-day period, the
Agent shall then appoint a successor Agent who shall serve as Agent until such
time, if any, as the Secured Parties appoint a successor Agent as provided
above. If a successor Agent has not been appointed within such 30-day period,
the Agent may petition any court of competent jurisdiction or may interplead the
Debtors and the Secured Parties in a proceeding for the appointment of a
successor Agent, and all fees, including, but not limited to, extraordinary fees
associated with the filing of interpleader and expenses associated therewith,
shall be payable by the Debtors on demand. 

                   
8. Rights with respect to Collateral. Each Secured Party agrees
with all other Secured Parties and the Agent (i) that it shall not, and shall
not attempt to, exercise any rights with respect to its security interest in the
Collateral, whether pursuant to any other agreement or otherwise (other than
pursuant to this Agreement), or take or institute any action against the Agent
or any of the other Secured Parties in respect of the Collateral or its rights
hereunder (other than any such action arising from the breach of this Agreement)
and (ii) that such Secured Party has no other rights with respect to the
Collateral other than as set forth in this Agreement and the other Transaction
Documents. Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent
and the retiring Agent shall be discharged from its duties and obligations under
the Agreement. After any retiring Agent’s resignation or removal hereunder as
Agent, the provisions of the Agreement including this Annex B shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent.


33 




SCHEDULE A 


Principal Place of Business of Debtors: 


Locations Where Collateral is Located or Stored: 


SCHEDULE B 
List of Liens on the Collateral 


SCHEDULE C 
Jurisdictions for Perfecting Security
Interests 


SCHEDULE D 
Legal Names and Organizational
Identification Numbers 


SCHEDULE E 
Names; Mergers and Acquisitions 


SCHEDULE F 
Intellectual Property 


SCHEDULE G 
Account Debtors 


SCHEDULE H 
Pledged Securities 

34