zealous_8k-ex1012.htm


    EXHIBIT
      10.12

     

    SECURITY
      AGREEMENT

     

    Security
      Agreement (the “Agreement”) dated October 5, 2007 made by Zealous Trading Group,
      Inc., a Nevada corporation (“Debtor”), in favor of _______________ a ______
      limited partnership (the “Secured Party”).

     

    Debtor
      hereby agrees in favor of Secured Party as follows:

     

    1.    In
      consideration for loan made or to be made to Debtor by Secured Party evidenced
      by the Senior Secured Promissory Note (the “Note”) dated the date hereof of
      Debtor in the principal amount of One Hundred Thousand Dollars ($100,000.00),
      payable to the order of Secured Party (such note, as amended, modified,
      supplemented, replaced or substituted from time to time, being herein referred
      to as the “Note”), Debtor hereby grants to Secured Party a continuing security
      interest in, lien upon and a right of setoff against, and Debtor hereby assigns
      to Secured Party, all of Debtor's right, title and interest in and to the
      Collateral described in Section 2, to secure the full and prompt payment,
      performance and observance of all present and future indebtedness, obligations,
      liabilities and agreements of any kind of Debtor to Secured Party, now existing
      under or in connection with the Note or this Security Agreement (all of the
      foregoing being herein referred to as the “Obligations”).

     

    2.    “Collateral”
      means all of Debtor’s personal property, including without limitation
      all Accounts, Letter-of-Credit Rights, Supporting Obligations, Electronic
      Chattel Paper, Tangible Chattel Paper and Instruments, as these terms are
      defined in the Uniform Commercial Code, together with all Inventory,
      Equipment, and Additional Collateral and all products and
      proceeds of the foregoing including, without limitation, proceeds of any
      insurance policies insuring any of the foregoing, all as more fully described
      on
      Schedule A annexed hereto.

     

    3.    Debtor
      hereby
      warrants, represents, covenants and agrees (as of the date hereof and so long
      as
      any Obligations remains outstanding) that:  (a) the chief executive
      office and other places of business of Debtor, the books and records relating
      to
      the Collateral (except for such records as are in the possession or control
      of
      Secured Party) and the Collateral are located at the address set forth below
      and
      Debtor will not change any of the same, or merge or consolidate, except the
      current merger with Zealous Holdings, Inc., with any person or change its name
      or conduct its business under any trade, assumed or fictitious name, without
      prior written notice to and consent of Secured Party; (b) the Collateral is
      and
      will be used in the business of Debtor and not for personal, family, household
      or farming use; (c) Debtor will not abandon or assign, or lease, other than
      in
      the ordinary course of Debtor's business, nor will Debtor suffer or permit
      any
      of the same to occur with respect to, any Collateral, without prior written
      notice to and consent of Secured Party; (d) Debtor will make payment or will
      provide for the payment, when due, of all taxes, assessments or contributions
      or
      other public or private charges which have been or may be levied or assessed
      against Debtor, whether with respect to the Collateral, to any wages or salaries
      paid by Debtor, or otherwise, will deliver to Secured Party, on demand,
      certificates or other evidence satisfactory to Secured Party attesting thereto;
      (e) Debtor will use the Collateral for lawful purposes only, with all reasonable
      care and caution and in conformity in all material respects with all applicable
      laws, ordinances and regulations; (f) Debtor will, at Debtor's sole cost and
      expense, keep the Collateral in good order, repair, running condition and in
      substantially the same condition as on the date hereof, reasonable wear and
      tear
      excepted, and Debtor will not, without the prior written consent of Secured
      Party, alter or remove any identifying symbol or number upon any of the
      Collateral; (g) Secured Party shall during the business hours of the Debtor
      have
      free access to and right of inspection of any Collateral and any papers,
      instruments and records pertaining thereto (and the right to make extracts
      from
      and to receive from Debtor originals or true copies of such records, papers
      and
      instruments upon request therefor) and Debtor hereby grants to Secured Party
      a
      security interest in all such records, papers and instruments to secure the
      payment, performance and observance of the Obligations;
      (h) Debtor will, at its sole cost and expense, perform all
      acts and execute all documents requested by Secured Party from time to time
      to
      evidence, perfect, maintain or enforce Secured Party's security interest granted
      herein or otherwise in furtherance of the provisions of this Security Agreement;
      (i) at any time and from time to time, Debtor shall, at its sole
      cost

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      and
        expense, execute and deliver to Secured Party such financing statements pursuant
        to the Uniform Commercial Code (“UCC”), applications for certificate of title
        and other papers, documents or instruments as may be requested by Secured
        Party
        in connection with this Security Agreement, and to the extent permitted by
        applicable law, Debtor hereby authorizes Secured Party to execute and file
        at
        any time and from time to time one or more financing statements or copies
        thereof or of this Security Agreement with respect to the Collateral signed
        only
        by Secured Party; (j) Debtor assumes all responsibility and liability arising
        from the Collateral; (k) the Secured Party may, only upon giving Debtor forty
        five calendar days’ notice, upon the occurrence and during the continuance of a
        Default (as hereinafter defined), in its name or Debtor's or otherwise, notify
        any account debtor or obligor of any Account, Contract, Document, Instrument,
        Chattel paper or general intangible included in the Collateral to make payment
        to Secured Party; (l) in its discretion, Secured Party may, only upon giving
        Debtor  twenty (20) calendar days’ notice, upon the occurrence and
        during the continuance of a Default, demand, sue for, collect or receive
        any
        money or property at any time payable or receivable on account of or in exchange
        for, or make any compromise or settlement deemed desirable by Secured Party
        with
        respect to, any Collateral, and/or extend the time of payment, arrange for
        payment in installments, or otherwise modify the terms of, or release, any
        of
        the Obligations and/or the Collateral, or any obligor, maker, endorser,
        acceptor, surety or guarantor of, or any party to, any of the Obligations
        or the
        Collateral; (m) upon giving Debtor twenty (20) calendar days’
notice, Secured Party may, at any time and from time to
        time, for the account of
        Debtor, pay any amount or do any act required of Debtor hereunder and which
        Debtor fails to do or pay, and any such payment shall be deemed an advance
        by
        Secured Party to Debtor payable on demand together with interest at the highest
        rate then payable on any of the Obligations; (n) upon the occurrence and
        during
        the continuance of a Default, any proceeds of the Collateral received by
        Debtor
        shall not be commingled with other property of Debtor, but shall be segregated,
        held by Debtor in trust for Secured Party, and immediately delivered to Secured
        Party in the form received, duly endorsed in blank where appropriate to
        effectuate the provisions hereof, the same to be held by Secured Party as
        additional Collateral hereunder or, at Secured Party's option, to be applied
        to
        payment of the Obligations, whether or not due and in any order; and (o)
        in its
        sole discretion, Secured Party may, at any time and from time to time, assign,
        transfer or deliver to any transferee of any Obligations, any Collateral,
        whereupon Secured Party shall be fully discharged from all responsibility
        and
        the transferee shall be vested with all powers and rights of Secured Party
        hereunder with respect thereto, but Secured Party shall retain all rights
        and
        powers with respect to any Collateral not assigned, transferred or
        delivered.

    

    


    4.    The
      term
      Default as used in this Security Agreement shall mean any “Event of Default”, as
      such term is defined in the Note.

     

    5.           Upon
      the occurrence and during the continuance of any Default, Secured Party may,
      upon giving ten (10) days’ notice or demand to Debtor,
      declare any Obligations immediately due and payable and Secured Party shall
      have
      the following rights and remedies (to the extent permitted by applicable law)
      in
      addition to all rights and remedies of a Secured party under the UCC or of
      Secured Party under the Obligations, all such rights and remedies being
      cumulative, not exclusive and enforceable alternatively, successively or
      concurrently:

     

    Secured
      Party may, only upon giving Debtor forty five (45) days’ notice, with or without
      judicial process or the aid and assistance of others, (i) enter upon any
      premises in which any Collateral may be located and, without resistance or
      interference by Debtor, take possession of the Collateral, and (ii) sell,
      resell, lease, assign and deliver, grant options for or otherwise dispose of
      any
      part or all of the Collateral in its then condition or following any
      commercially reasonable preparation or processing, at public sale or proceedings
      or otherwise, by one or more contracts, in one or more parcels, at the same
      or
      different times, with or without having the Collateral at the place of sale
      or
      other disposition, for cash and/or credit, and upon any terms, at reasonable
      place(s) and time(s), and by otherwise complying with applicable statutes
      requiring reasonable notice of sale or other disposition to Debtor. Debtor
      hereby agrees that the sending of fifteen days' notice by ordinary mail, postage
      prepaid, to any address of Debtor set forth in this Security Agreement shall
      be
      deemed reasonable notice thereof. If any Collateral is sold by Secured Party
      upon credit or for future delivery, Secured Party shall not be liable for the
      failure of the purchaser to pay for same and in such event Secured Party may
      resell or otherwise dispose of such Collateral.  Secured Party may buy
      any part or all of the Collateral at any public sale. Secured Party may apply
      the cash proceeds actually received from any sale or other disposition to the
      Obligations in such order and as to principal or interest as Secured Party
      may
      desire; and Debtor shall remain liable and will pay Secured Party on demand
      any
      deficiency remaining, together with interest thereon at the highest rate then
      payable on the Obligations, with any surplus to be paid to Debtor, subject
      to
      any duty of Secured Party imposed by law to the holder of any subordinate
      security interest in the Collateral known to Secured Party.

     

    
      
        
        

      

      
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    6.           Secured
      Party's prior recourse to any Collateral shall not constitute a condition of
      any
      demand, suit or proceeding for payment or collection of the Obligations nor
      shall any demand, suit or proceeding for payment or collection of the
      Obligations constitute a condition of any recourse by Secured Party to the
      Collateral.  Any suit or proceeding by Secured Party to recover any of
      the Obligations shall not be deemed a waiver of, or bar against, subsequent
      proceedings by Secured Party with respect to any other Obligations and/or with
      respect to the Collateral.  No act, omission or delay by Secured Party
      shall constitute a waiver of its rights and remedies hereunder or
      otherwise.  No single or partial waiver by Secured Party of any
      covenant, warranty, representation, Default or right or remedy which he may
      have
      shall operate as a waiver of any other covenant, warranty, representation,
      Default, right or remedy or of the same covenant, warranty, representation,
      Default, right or remedy on a future occasion.  Debtor hereby waives
      presentment, notice of dishonor and protest of all instruments included in
      or
      evidencing any Obligations or Collateral, and all other notices and demands
      whatsoever (except as expressly provided herein).

     

    7.    Secured
      Party
      may assign its rights and obligation hereunder to any Affiliate of Secured
      Party
      provided that such Affiliate assumes all of the liabilities or obligations
      of
      Secured Party hereunder and Debtor has consented in writing to such
      assignment.  For purposes of this section, “Affiliate” of any person
      means any other person or entity which, directly or indirectly, controls or
      is
      controlled by that person, or is under common control with that person or
      entity. “Control” (including, with correlative meaning, the terms “controlled
      by” and “under common control with”), as used with respect to any person or
      entity, means the possession, directly or indirectly, of the power to direct
      or
      cause the direction of the management and policies of such person or entity,
      whether through the ownership of voting securities, by contract or
      otherwise.

     

    8.    All
      terms
      herein shall have the meanings as defined in the UCC, unless the context
      otherwise requires.  No provision hereof shall be modified, altered,
      waived, released, terminated or limited except by a written instrument expressly
      referring to this Security Agreement and to such provision, and executed by
      the
      party to be charged.  This Security Agreement and all Obligations
      shall be binding upon the successors and assigns of Debtor and shall, together
      with the rights and remedies of Secured Party hereunder, inure to the benefit
      of
      Secured Party, its executors, administrators, successors, endorsees and
      assigns.  This Security Agreement and the Obligations shall be
      governed in all respects by the laws of the State of New York applicable to
      contracts executed and to be performed in such state.  If any term of
      this Security Agreement shall be held to be invalid, illegal or unenforceable,
      the validity of all other terms hereof shall in no way be affected
      thereby.  Secured Party is authorized to annex hereto any schedules
      referred to herein.  Debtor acknowledges receipt of a copy of this
      Security Agreement.

    


    [Signature
      page follows.]

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned has executed or caused this security agreement
      to be executed in the State of California on the date first above set
      forth.

     

    
      	 	
              ZEALOUS
                TRADING GROUP, INC.

              


               

              By:________________________________

              Name:
                Milton C. Ault, III

              Title:
                Chief Executive Officer

              


              


              


              BY:

              


              By:________________________________

              Name:

              Title:

            


    

    


    Location
      of books and records relating to Collateral:

    


    3275
      West
      Jones Boulevard, #106, Las Vegas, Nevada, 89146

    


    All
      locations of Collateral:

    


    3275
      West
      Jones Boulevard, #106, Las Vegas, Nevada, 89146

     

    
      
        
        

      

      
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    SCHEDULE
      A

    


    


    Accounts means
      “Accounts” as defined in the Uniform Commercial Code.

    


    Additional
      Collateral means (a) all “Securities Entitlements,” “Investment
      Property,” “Financial Assets,” Commercial Tort Claims and “Documents” as those
      terms are defined in the Uniform Commercial Code as of the date hereof, (b)
      all
      securities, bills of lading, dock warrants, dock receipts, warehouse receipts
      or
      orders for the delivery of goods, and any other documents which in the regular
      course of business or financing are treated as adequately evidencing that the
      persons in possession of them are entitled to receive, hold, and dispose of
      the
      goods they cover; (c) all motor vehicles, and all accessions and additions
      thereto, replacements therefor, and substitutions therefor; (d) all “General
      Intangibles” as that term is defined in the Uniform Commercial Code as of the
      date hereof, including, without limitation, Payment Intangibles and Software
      (as
      those terms are defined in the Uniform Commercial Code), all choses in action,
      causes of action, and all other intangible personal property of the Debtor,
      including, without limitation, corporate or other business records, inventions,
      designs, patents, patent applications, trademarks, servicemarks, tradenames,
      trade secrets, goodwill, copyrights, registrations, licenses, franchises,
      customer lists, tax refund claims, credit files, computer programs, printouts
      and other computer materials and records, guaranty claims, security interests
      or
      other property held by or granted to Debtor to secure payment of any obligation
      of any obligor of Debtor and any and all of the rights of Debtor of whatever
      nature under any and all contracts, agreements, or leases (whether of real
      or
      personal property) to which the Debtor is or may become a party, including
      without limitation all of the rights of Debtor to enforce all of the provisions
      of, and to obtain payments or other performance due under, all contracts,
      agreements, or leases; (e) all of Debtor’s rights (including rights as licensee
      and lessee) with respect to all patents, trademarks, copyrights and other
      intellectual property rights, know-how, technology, computer hardware and
      software and all rights with respect thereto including, any and all licenses,
      options, warranties, service contracts, program services, test rights,
      maintenance rights, support rights, improvement rights, renewal rights and
      indemnifications, and any substitutions, replacements, additions or model
      conversions of any of the foregoing, and further including (i) computer and
      other electronic data processing hardware, including all integrated computer
      systems, central processing units, memory units, display  terminals,
      printers, computer elements, card readers, tape drives, hard and soft disk
      drives, cables, electrical supply hardware, generators, power equalizers,
      accessories, peripheral devices and other related computer hardware, (ii) all
      Software and all software programs designed for use on the computers and
      electronic data processing hardware described in clause (i) above, including
      all
      operating system software, utilities and application programs in any form
      (source code and object code in magnetic tape, disk or hard copy format or
      any
      other listings whatsoever (iii) any firmware associated with any of the
      foregoing; and (iv) any documentation for hardware, Software and firmware
      described in clauses (i), (ii) and (iii) above, including flow charts, logic
      diagrams, manuals, specifications, training materials, charts and pseudo codes,
      (f) all monies, securities and other property of the Debtor, and the proceeds
      thereof, now or hereafter held or received by or in transit to the Investor
      whether for safekeeping, custody, pledge, transmission, collection or otherwise,
      and also in and to any and all deposits, general or special, and credits of
      the
      Debtor with, and any and all claims of the Debtor against, the Bank now or
      at
      any time hereafter existing, and (g) intellectual property rights.

     

    
      
        
        

      

      
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Electronic
      Chattel Paper means “Electronic Chattel Paper” as defined in the
      Uniform Commercial Code.

    


    Equipment means
      all Equipment, as that term is defined in the Uniform Commercial Code as of
      the
      date hereof, of Debtor, including, without limitation, machinery, furniture,
      furnishings, and fixtures, and any and all goods used or bought for use in
      or
      being used or for use in the conduct of Debtor’s business and all goods used or
      bought for use in Debtor’s business which are not included within the definition
      of Inventory, and all accessions and additions thereto, replacements therefor,
      and substitutions therefor, supplies and motor vehicles, by the Debtor of
      whatsoever name, nature, kind or description, wherever located, and all
      additions and accessions thereto and replacements or substitutions therefor,
      and
      all pro­ceeds thereof and all proceeds of any insurance
      thereon.

    


    Inventory
      means all “Inventory” as that term is defined in the Uniform Commercial Code as
      of the date hereof, including, without limitation, any and all goods,
      merchandise or other personal property, wherever located and whether or not
      in
      transit which is or may at any time be held for sale or lease, or furnished
      or
      to be furnished under any contract of service or held as raw materials, work
      in
      process, supplies or materials used or consumed in the Debtor’s business, and
      all such property the sale or other disposition of which has given rise to
      Accounts, Chattel Paper, Documents, or Instruments and which has been returned
      to or repossessed or stopped in transit by the Debtor.

    


    Letter-of-Credit
      Rights means “Letter-of-Credit Rights” as defined in the Uniform
      Commercial Code.

    


    Supporting
      Obligations means “Supporting Obligations” as defined in the
      Uniform Commercial Code.

    


    Tangible
      Chattel Paper means “Tangible Chattel Paper” as defined in the
      Uniform Commercial Code.

     

     

     

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