**Exhibit10.33**

PLEDGE AGREEMENT

 

This Pledge Agreement (the “Pledge Agreement”) isexecuted as of March 152002 by and between Altris Software, Inc., a Californiacorporation (“Pledgor”), Spescom Ltd., an United Kingdom corporation (“SecuredParty”) and Solomon Ward Seidenwurm & Smith, LLP (“Pledgeholder”) asfollows:

 

1.             Recitals

 

1.1           Concurrentlyherewith Pledgor has executed and delivered a Secured Promissory Note (the“Note”) to Secured Party in the principal amount of Four Hundred ThousandDollars ($400,000).

 

1.2           Inorder to provide security for Pledgor’s payment obligations under the Note,Pledgor has agreed to pledge all of its interest in Altris InternationalLimited, an United Kingdom corporation and Spescom Software Limited, an UnitedKingdom corporation (the “Shares”) to Secured Party.

 

1.3           Concurrentlyherewith, in order to provide security for Pledgor’s payment obligations underthe Note, Pledgor has granted a security interest in all of its assets toSecured Party pursuant to a Security Agreement (the “Security Agreement”).

 

2.             Grantof Security Interest.  To securePledgor’s obligations to Secured Party under the Note (“Obligations”), Pledgorpledges, assigns and grants to Secured Party a security interest in (a) theShares; and (b) all stock or cash dividends, substitutions, and shares issuedpursuant to any merger or reorganization, or any other proceeds of such Sharesas defined in Section 9306 of the California Uniform Commercial Code.

 

3.             Deliveryof Shares. Upon Pledgor’s execution of this Pledge Agreement, Pledgor shallconcurrently validly endorse the Shares in blank and deliver the Shares toPledgeholder and by execution hereof agrees that the Shares shall concurrentlybe held in pledge by Pledgeholder hereunder to secure the Obligations.

 

4.             Termsof Pledge.  The Shares shall be heldby Secured Party in pledge subject to the terms and conditions of this PledgeAgreement.  As long as no default existsas described in Paragraph 7 below, Pledgor shall have the right at all times tovote such Shares on any and all matters.

 

5.             NegativeCovenants.  Until all obligationssecured by this Pledge Agreement shall have been fully and finally performed,Pledgor shall not without the prior written consent of Secured Party: (a)create or suffer to exist any further security interest in the Shares; or (b)sell or otherwise dispose of the Shares. Secured Party shall retain the Shares to secure Pledgor’s obligations toSecured Party under this Pledge Agreement.

 

6.             Eventsof Default.  There shall be a defaultunder this Agreement if Pledgor causes or suffers an Event of Default under theNote or the Security Agreement.

 

7.             Rightsof Secured Party Upon Default. In the event of an uncured default of anObligation, Secured Party shall have the rights of a secured party under theCalifornia Uniform Commercial Code except for the right to seek a deficiencyfollowing sale or other disposition of the Shares, it being understood thatSecured Party’s sole and only recourse shall be to the Shares.  In the foregoing event, Secured Party shallbe entitled to the delivery of the Shares endorsed to Secured Party and theShares shall be transferred to Secured Party on the books of the Company.

 

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8.             Dutiesof Pledgeholder.

 

8.1           Unlessa default has occurred which remains uncured, Pledgeholder’s sole duty shall beto hold the Shares until such time as the Obligation has been paid infull.  Pledgeholder shall not actunilaterally in discharging his duties hereunder.  The Pledgeholder is directed to deliver Shares to Pledgor at suchtime as the Obligation has been paid in full or otherwise satisfied orreleased. At that time, Pledgeholder shall return the Shares and thecertificate representing the Shares to Pledgor, and all Shares shall be deemedreleased from this pledge.

 

8.2           Inthe event Secured Party determines that an uncured or incurable default hasoccurred, Secured Party shall deliver written notice to Pledgor (“Notice ofDefault”).  The Notice of Default shallset forth the facts underlying the alleged default with particularity.  Pledgeholder may deliver the Sharesfollowing such Notice of Default if he has not received a notice disputing thedefault (“Notice Of Protest”) within thirty (30) days following the date thatPledgeholder received the Notice of Default. In performing its obligationshereunder including any performance hereunder in  the event of a dispute, the Pledgeholder shall be compensated byfor its time at its standard billable rates then in effect and shall bereimbursed for any costs of performance hereunder.

 

9.             Representationsand Warranties of Secured Party. Secured Party represents and warrants to Pledgor that except for thesecurity interest created by this Pledge Agreement, no person or entity has anyright, title, interest, or claim in or to the Shares or any part of the Shares.

 

10.           GoverningLaw.  This Pledge Agreement isgoverned by and construed in accordance with the laws of the State ofCalifornia, irrespective of California’s choice–of–law principles.For purposes of venue and jurisdiction, this Pledge Agreement shall be deemedmade and to be performed in the City of San Diego, California.

 

11.           FurtherAssurances.  Each party to thisPledge Agreement shall execute and deliver all instruments and documents andtake all actions as may be reasonably required or appropriate to carry out thepurposes of this Pledge Agreement.

 

12.           Counterpartsand Exhibits.  This Pledge Agreementmay be executed in counterparts, each of which is deemed an original and all ofwhich together constitute one document. All exhibits attached to and referenced in this Pledge Agreement areincorporated into this Pledge Agreement.

 

13.           Modification.  This Pledge Agreement may be modified onlyby a contract in writing executed by the party to this Pledge Agreement againstwhom enforcement of the modification is sought.

 

14.           Headings.  The paragraph headings in this PledgeAgreement:  (a) are included only forconvenience, (b) do not in any manner modify or limit any of the provisions ofthis Pledge Agreement, and (c) may not be used in the interpretation of thisPledge Agreement.

 

15.           PriorUnderstandings.  This PledgeAgreement and all documents specifically referred to and executed in connectionwith this Pledge Agreement:  (a) containthe entire and final agreement of the parties to this Pledge Agreement withrespect to the subject matter of this Pledge Agreement, and (b) supersede allnegotiations, stipulations, understandings, agreements, representations andwarranties, if any, with respect to such subject matter, which precede oraccompany the execution of this Pledge Agreement.

 

16.           Interpretation.  Wherever the context of this PledgeAgreement requires, all words used in the singular shall be construed to havebeen used in the plural, and vice versa, and the use of any gender specificpronoun shall include any other appropriate gender. The conjunctive “or” shallmean “and/or” unless otherwise required by the context in which the conjunctive“or” is 

 

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used.  Pledgor and Secured Partyhave each had the opportunity to be represented by legal counsel and herebywaives any benefit under any rule of law or legal decision that would requireinterpretation of any ambiguities in this Pledge Agreement against the partydrafting it.  The provisions of thisPledge Agreement shall be interpreted in a reasonable manner to effect thepurposes of the parties and this Pledge Agreement.

 

17.           Representation.  This Agreement has been prepared by SolomonWard Seidenwurm & Smith, LLP (“SWSS”), as counsel for Secured Party.  By this provision, SWSS affirms that itrepresents no other party in this transaction and suggests the advisability ofall other parties obtaining the advice and representation of independentcounsel.

 

18.           PartialInvalidity.  Each provision of thisPledge Agreement is valid and enforceable to the fullest extent permitted bylaw.  If any provision of this PledgeAgreement (or the application of such provision to any person or circumstance)is or becomes invalid or unenforceable, the remainder of this Pledge Agreement,and the application of such provision to persons or circumstances other thanthose as to which it is held invalid or unenforceable, are not affected by suchinvalidity or unenforceability.

 

19.           Notices.  Each notice and other communication requiredor permitted to be given under this Pledge Agreement (“Notice”) must be inwriting.  Notice is duly given toanother party upon:  (a) hand deliveryto the other party, (b) receipt by the other party when sent by facsimile tothe address and number for such party set forth below (provided, however, thatthe Notice is not effective unless a duplicate copy of the facsimile Notice ispromptly given by one of the other methods permitted under this paragraph), (c)three business days after the Notice has been deposited with the United Statespostal service as first class certified mail, return receipt requested, postageprepaid, and addressed to the party as set forth below, or (d) the nextbusiness day after the Notice has been deposited with a reputable overnightdelivery service, postage prepaid, addressed to the party as set forth belowwith next–business–day delivery guaranteed, provided that thesending party receives a confirmation of delivery from the delivery–service–provider.

 

To Debtor:       Altris Software, Inc.

9339 Carroll Park Drive

San Diego, CA  92121

Attention:  John Low

858-452-0498  (Telecopy)

 

To Secured Party:

 

Spescom Limited

P.O. Box 288

Halfway House 1685 Midrand

South Africa

Attention:  Hilton Isaacman

011-27-11-266-1707  (Telecopy)

 

Copy to:          Solomon Ward Seidenwurm & Smith, LLP

401 B Street, Suite 1200

San Diego, CA  92101

Attn:  Norman L. Smith, Esq.

619-231-4755  (Telecopy)

 

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To Pledgeholder:

 

Solomon Ward Seidenwurm& Smith, LLP

401 B Street, Suite 1200

San Diego, CA  92101

Attn:  Norman L. Smith, Esq.

619-231-4755  (Telecopy)

 

Each party shall make a reasonable, good faith effortto ensure that it will accept or receive Notices to it that are given inaccordance with this paragraph.  A partymay change its address for purposes of this paragraph by giving the other partywritten notice of a new address in the manner set forth above.

 

20.           Waiver.  Any waiver of a default or provision underthis Pledge Agreement must be in writing. No such waiver constitutes a waiver of any other default or provisionconcerning the same or any other provision of this Pledge Agreement.  No delay or omission by a party in theexercise of any of its rights or remedies constitutes a waiver of (or otherwiseimpairs) such right or remedy.  Aconsent to or approval of an act does not waive or render unnecessary theconsent to or approval of any other or subsequent act.

 
| PLEDGOR:       |   | ALTRIS SOFTWARE, INC.,                   |                       |
|----------------|--------|------------------------------------------|----------------------------|
|           |   | a California corporation                 |                       |
|           |   |                                     |                       |
|           |   | By:                                      | /s/John W. Low             |   |   |   |
|           |   |                                     | John W. Low                |   |
|           |   |                                     | Chief Financial Officer    |   |
|           |   |                                     |                       |
| SECURED PARTY: |   | SPECOM LTD,                              |                       |
|           |   | an United Kingdom corporation            |                       |
|           |   |                                     |                       |
|           |   | By:                                      | /s/Hilton Isaacman         |   |   |   |
|           |   |                                     | Hilton Isaacman            |   |
|           |   |                                     | Director Corporate Finance |   |
|           |   |                                     |                       |
| PLEDGEHOLDER:  |   | SOLOMON WARD SEIDENWURM & SMITH, LLP |                       |
|           |   |                                     |                       |   |   |
|           |   | By:                                      | /s/ Norman L. Smith, Esq   |   |   |
|           |   | .                                        |                       | Norman L. Smith, Esq |   |
|           |   |                                     |                       |
|                |        |                                          |                            |  |  |  |  |  |  |  |  |

 

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