Unassociated Document


     

    PATENT
      AND TRADEMARK SECURITY AGREEMENT

     

    THIS
      PATENT AND TRADEMARK SECURITY AGREEMENT (“Security
      Agreement”),
      dated
      as of October ___, 2007, between Innova
      Robotics and Automation, Inc., a
      Delaware corporation (the “Parent”),
      Robotic
      Workspace Technologies, Inc.,
      a
      subsidiary of the Parent (the “Grantor”)
      and YA
      Global Investments, L.P.,
      a
      Cayman
      Island exempted limited partnership (the “Lender”).

     

    WITNESETH:

     

    WHEREAS,
      pursuant to a Securities Purchase Agreement, dated as of October ___,
      2007 (together with all amendments, supplements, restatements and other
      modifications, if any, from time to time made thereto, the “Securities
      Purchase Agreement”)
      between the Grantor and the as Lender (the “Lender”),
      has
      agreed to purchase up to $600,000 of secured convertible debentures of the
      Parent (the “Convertible
      Debentures”)
      subject to the terms and provisions of the Securities Purchase
      Agreement;

     

    WHEREAS,
      The
      Parent shall issue and sell to the Secured Party, as provided in the Securities
      Purchase Agreement, and the Secured Party shall purchase, up to Six Hundred
      Thousand Dollars ($600,000) of secured convertible debentures (the
“Convertible
      Debentures”),
      which
      shall be convertible into shares of the Parent’s common stock, par value $0.001,
      in the respective amounts set forth opposite each Buyer(s) name on
      Schedule I attached to the Securities Purchase Agreement;

     

    WHEREAS,
      to
      induce
      the Lender to enter into the transaction contemplated by the Securities Purchase
      Agreement, the Convertible Debentures, the Investor Registration Rights
      Agreement of even date herewith between the Parent and the Lender (the
“Investor
      Registration Rights Agreement”),
      and
      the Irrevocable Transfer Agent Instructions among the Parent, the Lender, the
      Parent’s transfer agent, and David Gonzalez, Esq. (the “Transfer
      Agent Instructions”)
      (collectively referred to as the “Transaction
      Documents”),
      the
      Parent and the Grantor have agreed to grant to the Lender a security interest
      in
      and to the Patent Collateral (as defined herein and the Patent and Trademark
      Agreement by and between the Parent and the Lender dated the date hereof) to
      secure all of the Obligations (as defined below).

     

    WHEREAS,
      in
      connection with the Securities Purchase Agreement, the Parent and the Grantor
      have agreed to provide the Lender a general security interest, pursuant Security
      Agreement dated as of October ___, 2007 between the Parent, Grantor and the
      as
      Lender (the “Security
      Agreement”)
      in the
      Pledged Collateral (as this term is defined in the Security
      Agreement);

     

    AND
      WHEREAS,
      as a
      condition precedent to the purchasing the Convertible Debentures on the closing
      date under the Securities Purchase Agreement, the Grantor is required to execute
      and deliver this Agreement and to grant to the Lender a continuing security
      interest in all of the Patent and Trademark Collateral (as hereinafter defined)
      to secure all Obligations (as defined in the Security
      Agreement);


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AND
      WHEREAS,
      in
      connection with the Securities Purchase Agreement dated July 20, 2006, the
      Grantor provided the Lender a general security interest, pursuant Security
      Agreement dated as of July 20, 2006 between the Grantor and the as Lender (the
      “2006
      Security Agreement”)
      in the
      Pledged Collateral (as this term is defined in the 2006 Security
      Agreement);

     

    AND
      WHEREAS,
      as a
      condition precedent to the purchasing the Convertible Debentures on the closing
      date under the Securities Purchase Agreement, the Grantor is required to execute
      and deliver this Agreement and to grant to the Lender a continuing security
      interest in all of the Patent and Trademark Collateral (as hereinafter defined)
      to secure all Obligations under and as defined in the 2006 Security
      Agreement)

     

    AND
      WHEREAS,
      the
      Grantor has duly authorized the execution, delivery and performance of this
      Agreement;

     

    NOW
      THEREFORE,
      for
      good and valuable consideration, the receipt of which is hereby acknowledged,
      the Grantors agree as follows:

     

    SECTION
      1. Definitions.
      Unless
      otherwise defined herein otherwise requires, terms used in this Agreement,
      including its preamble and recitals, have the meanings provided in the
      Securities Purchase Agreement.

     

    SECTION
      2. Grant
      of Security Interest.
      For good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, to secure the payment and performance of all of the Obligations
      by
      the Grantor, the Grantor does hereby mortgage, pledge and hypothecate to the
      Lender and grant to the Lender a security interest in all of the following
      property (the “Patent
      Collateral”),
      now
      owned and existing:

     

    (a) all
      letters patent and applications for letters patent throughout the world,
      including all patent applications in preparation for filing anywhere in the
      world and including each patent and patent application referred to in
Schedule
      “A”
      hereto;

     

    (b) all
      reissues, divisions, continuations, continuations-in-part, extensions, renewals
      and reexaminations of any of the items described in clause (a);

     

    (c) all
      patent licenses and other agreements providing the Grantor with the right to
      use
      any of the items of the type referred to in clauses (a) and (b), including
      each
      patent license referred to in Schedule
      “A”
      hereto;

     

    (d) the
      right
      to sue third parties for past, present or future infringements of any Patent
      Collateral described in clauses (a) and (b) and, to the extent applicable,
      clause (c); and

     

    (e) all
      proceeds of, and rights associated with, the foregoing, (including license
      royalties and proceeds of infringement suits), and all rights corresponding
      thereto throughout the world.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    SECTION
      3. Security
      Agreement.
      This
      Agreement has been executed and delivered by the Grantor for the purpose of
      recording the security interest of the Lender in the Patent Collateral relating
      to patents referred to in Schedule
      “A”
      with the
      United States Patent and Trade Marks Office, to the extent it may be so
      registered therein. The security interest granted hereby has been granted as
      a
      supplement to, and not in limitation of, the security interest granted to the
      Lender under the Security Agreement. The Security Agreement (and all rights
      and
      remedies of the Lender thereunder) shall remain in full force and effect in
      accordance with its terms.

     

    SECTION
      4. Release
      of Security Interest.
      Upon
      payment in full of all Obligations and the termination of the Securities
      Purchase Agreement, the Lender shall, at the Grantor’s expense, execute and
      deliver to the Grantor all instruments and other documents as may be necessary
      or proper to release the lien on any security interest in the Patent Collateral
      which has been granted hereunder.

     

    SECTION
      5. Acknowledgement.
      The
      Grantor does hereby further acknowledge and affirm that the rights and remedies
      of the Lender with respect to the security interest in the Patent Collateral
      granted hereby are more fully set forth in the Security Agreement, the terms
      and
      provisions of which (including the remedies provided for therein) are
      incorporated by references herein as if fully set forth herein.

     

    SECTION
      6. Securities
      Purchase Agreement.
      Notwithstanding any other term or provision hereof, in the event that any
      provisions hereof contradict and are incapable of being construed in conjunction
      with the provisions of the Securities Purchase Agreement, the provisions of
      the
      Securities Purchase Agreement shall take precedence over those contained herein
      and, in particular, if any act of the Grantor is expressly permitted under
      the
      Securities Purchase Agreement but is prohibited hereunder, any such act shall
      be
      permitted hereunder and any encumbrance expressly permitted under the Securities
      Purchase Agreement to exist or to remain outstanding shall be permitted
      hereunder and thereunder. This instrument, document or agreement may be sold,
      assigned or transferred by the Agent in accordance with the terms of the
      Securities Purchase Agreement.

     

    SECTION
      7. Counterparts.
      This
      Agreement may be executed by the parties hereto in several counterparts, each
      of
      which shall be deemed to be an original and all of which shall constitute
      together but one and the same agreement.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed and delivered
      by
      their respective officers thereunto duly authorized as of the day and first
      year
      above written.

     

     

    
      	 	
              SUBSIDARY

            
	 	
              ROBOTIC
                WORKSPACE TECHNOLOGIES, INC.

            
	 	 
	 	
              By:

            	/s/
              Walter Weisel
	 	
              Name: Walter
                Weisel

            
	 	
              Title: President

            


    

    
      	 	
              INNOVA
                ROBOTICS AND AUTOMATION, INC.

            
	 	 
	 	
              By:

            	
              /s/ Eugene Gartlan

            
	 	
              Name:
                Eugene Gartlan

            
	 	
              Title:
                Chief Executive Officer

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF _________________________

            	
              )

            
	 	
              )
                SS:

            
	
              COUNTY
                OF ________________________

            	
              )

            


    

     

    BEFORE
      ME,
      a Notary
      Public in and for said County and State, personally appeared the above-named
      _______________________ who acknowledged that he/she did sign the foregoing
      agreement and that the same is his/her free act and deed.

     

    IN
      TESTIMONY WHEREOF,
      I have
      hereunto set my hand an official seal at __________________,
      ____________________, this ___ day of __________, 2007.


     

    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	 
	 	
              YA
                GLOBAL INVESTMENTS, L.P.

            
	 	
              By:

            	
              Yorkville
                Advisors, LLC

            
	 	
              Its:

            	
              Investment
                Manager

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	
              Mark
                Angelo

            
	 	
              Title:

            	
              President
                and Portfolio Manager

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      “A”

     

    U.S.
      Letters Patent And Applications 

    For
      Letters Patent Of Harvey Electronics, Inc.

    


    
      	
              Holder

            	 	
              Title

            	 	
               

              Filing Date

            	 	
              Application

              Number

            	 	
               

              Class

            	 	
              Issue Date

            	 	
              Registration 

              Number

            
	
              Robotic
                Workspace Technologies

            	 	
              Versatile
                robot control system

            	 	
              December
                28, 2000

            	 	
              09/750,433

            	 	
              700/245
                ;

              318/568.11;

              318/568.13;
                

              318/568.16;
                

              318/573;
                

              318/574;
                

              700/247;
                

              700/248;
                

              700/249;
                

              700/259;
                

              700/260;
                701/23; 

              701/24;
                901/16; 

              901/2;
                901/47; 

              901/8

            	 	
              August
                27, 2002

            	 	
              Patent
                # 6,442,451

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Robotic
                Workspace Technologies

            	 	
              Automation
                equipment control system

            	 	
              August
                26, 2002

            	 	
              10/227,660

            	 	
              700/245
                ; 

              318/568.11;
                

              318/568.13;
                

              318/568.16;
                

              318/573;
                

              318/574;
                

              345/157;
                

              700/247;
                

              700/248;
                

              700/249;
                

              700/259;
                

              700/260;
                701/23; 

              707/10;
                709/203; 

              709/213;
                

              709/217;
                

              709/225;
                

              709/229;
                

              715/862;
                901/16; 

              901/2;
                901/47; 

              901/8

            	 	
              January
                6, 2004

            	 	
              Patent
                # 6,675,070

            


    

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Robotic
                Workspace Technologies

            	 	
              Automation
                equipment control system

            	 	
              December
                30, 2003

            	 	
              10/749,048

            	 	
              700/245
                ; 

              318/568.11;
                

              318/568.13;
                

              318/568.16;
                

              318/573;
                

              318/574;
                

              700/247;
                

              700/248;
                

              700/249;
                

              700/259;
                

              700/260;
                701/23; 

              707/10;
                709/203; 

              709/217;
                

              709/225;
                

              709/229;
                901/16; 

              901/2;
                901/47; 

              901/8

            	 	
              July
                26, 2005

            	 	
              Patent
                # 6,922,611

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Robotic
                Workspace Technologies

            	 	
              Automation
                equipment control system

            	 	
              July
                26, 2005

            	 	
              20050267637

            	 	
              700/245

            	 	
              Pending

            	 	
              Pending

            


    

     

    
      
        
        

      

      
        A-2