exv10w6



 







Exhibit 10.6




DATED 28 DECEMBER 2006




BY




STONEPATH HOLDINGS (HONG KONG) LIMITED

as Chargor




In favour of





SBI BRIGHTLINE, LLC

acting as Security Agent




 






SHARE CHARGE




 






RAJAH
& TANN

 





advocates & solicitors


4 Battery Road

#26-01 Bank of China Building

Singapore 049908

Tel: 65 6535 3600

Fax: 65 6538 8598

E-mail: info@iajahtann. com

Website: www rajahtann.com




 









 








CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	 	 	PAGE
	 
	1.

	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	2.

	 	UNDERTAKING TO PAY
	 	 	3	 
	3.

	 	CHARGE
	 	 	3	 
	4

	 	DEPOSIT OF CERTIFICATES AND TRANSFERS
	 	 	3	 
	5.

	 	VOTING AND DIVIDEND
	 	 	3	 
	6.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	4	 
	7.

	 	UNDERTAKINGS
	 	 	7	 
	8.

	 	FURTHER ASSURANCE
	 	 	8	 
	9.

	 	ENFORCEMENT
	 	 	9	 
	10.

	 	APPOINTMENT AND RIGHTS OF RECEIVERS
	 	 	9	 
	11.

	 	SECURITY AGENT’S RIGHTS
	 	 	10	 
	12.

	 	ORDER OF DISTRIBUTIONS
	 	 	11	 
	13.

	 	LIABILITY OF SECURITY AGENT, RECEIVERS AND DELEGATES
	 	 	11	 
	14.

	 	POWER OF ATTORNEY
	 	 	11	 
	15.

	 	PROTECTION OF THIRD PARTIES
	 	 	12	 
	16.

	 	SAVING PROVISIONS
	 	 	12	 
	17.

	 	DISCHARGE OF SECURITY
	 	 	14	 
	18.

	 	ENFORCEMENT EXPENSES
	 	 	15	 
	19.

	 	PAYMENTS
	 	 	15	 
	20.

	 	RIGHTS, WAIVERS AND DETERMINATIONS
	 	 	16	 
	21.

	 	SEPARATE AND INDEPENDENT OBLIGATIONS
	 	 	16	 
	22.

	 	BENEFIT OF SECURITY
	 	 	16	 
	23.

	 	NOTICES
	 	 	17	 
	24.

	 	INDEMNITIES
	 	 	18	 
	25.

	 	COUNTERPARTS
	 	 	18	 
	26.

	 	GOVERNING LAW
	 	 	18	 
	27.

	 	ENFORCEMENT
	 	 	18	 








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THIS DEED is dated 28 DECEMBER 2006 and made between:





	(1)	 	STONEPATH HOLDINGS (HONG KONG) LIMITED, registration number 0816242 (the
“Chargor”): and
	 
	(2)	 	SBI BRIGHTLINE, LLC (the “Security Agent”, as security agent for’ the benefit of the
Finance Parties)





BACKGROUND





	(A)	 	By a Debt Restructuring Agreement (the “DRA”) dated 16 November 2006 and made
between (1) the Chargor, and (2) SBI Brightline, LLC and Hong Kong League Central Credit
Union as Subscribers, the Chargor agreed to restructure its existing indebtedness to the
Subscribers, upon the terms and subject to the conditions of the DRA.
	 
	(B)	 	Under the terms of the DRA, the Chargor agreed to issue secured loan notes (the “Notes”) to
the Subscribers, and the Subscribers agreed to subscribe to the Notes, upon the terms of the
Instrument.
	 
	(C)	 	The Chargor is entering into this Deed in connection with the terms of the Instrument
	 
	(D)	 	The Security Agent holds the benefit of this Deed on trust for the Noteholders on the
terms of
the Notes





IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Deed, unless a contrary indication appears, terms used in the Instrument have the
same
meaning and construction and:
	 
	 	 	“Acts” means the Companies Act and the Property Act.
	 
	 	 	“Charged Assets” means the assets from time to time subject, or expressed to be
subject, to the Charges or any part of those assets
	 
	 	 	“Charges” means all or any of the security created or expressed to be created by or pursuant
to
this deed.
	 
	 	 	“Companies Act” means the Companies Act, Chapter 50 of Singapore
 
“Companies” mean:






	 	(a)	 	G Link Express Logistics (Singapore) Pte. Ltd. (Singapore company registration
number 200307186E);
	 
	 	(b)	 	Planet Logistics Express (Singapore) Pte. Ltd. (Singapore company
registration
number 200312364D);
	 
	 	(c)	 	Group Logistics Pte. Ltd. (Singapore company registration number 200303653C);
and





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	(d)	 	G Link Express Freight (Asia Pacific) Pte Ltd (Singapore company registration
number 200412366H),






and
“Company” means any one of them.




“Currency
of Account” means the currency in which the relevant indebtedness is denominated
or, if different, is payable.




“Delegate” means a delegate or sub-delegate appointed under Clause 11 2 (Delegation),
 
“Enforcement Event” means:




	 	(a)	 	any corporate action, legal proceedings or other procedure or step is taken in relation
to the administration of the Chargor; or
	 
	 	(b)	 	an Event of Default,






and an Enforcement Event is “continuing” if it has not been waived.




“Finance
Documents” means this Deed and the Instrument.




“Finance Parties” means the Security Agent and the Noteholders and “Finance Party”
means any of them




“Instrument” means the instrument in the form of Schedule 5 of the DRA executed or to be executed
by the Chargor whereby the Chargor agrees to create and issue the Notes on the terms thereof.




“Liabilities”
means all present and future moneys, debts and liabilities due, owing or incurred by
the Chargor to any Finance Party under or in connection with any Finance Document (in each case,
whether alone or jointly, or jointly and severally, with any other person, whether actually or
contingently and whether as principal, surety or otherwise).




“Party”
means a party to this Deed.




“Property
Act” means the Conveyancing and Law of Property Act, Chapter 61 of Singapore.




“Receiver” means a receiver and manager or other receiver appointed in respect of the Charged
Assets.




“Related Assets” means all present and future:




	 	(a)	 	dividends and distributions of any kind and any other sum received or receivable in
respect of the Shares;
	 
	 	(b)	 	rights, shares, money or other assets accruing or offered by way of conversion,
exchange, redemption, bonus, preference, option or otherwise in respect of the Shares;
	 
	 	(c)	 	allotments, offers and rights accruing or offered in respect of or in substitution for the
Shares; and
	 
	 	(d)	 	other rights and assets attaching to, deriving from or exercisable by virtue of the
ownership of the Shares.





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“Shares” means all of the shares and/or equity interest in the share capital of the
Company held by, or the order or on behalf of the Chargor at any time.




	1.2	 	Construction
	 
	 	 	The provisions in Clause 1(C) to l(F) of the Instrument apply to this Deed with all
necessary changes.
	 
	1.3	 	Third Party Rights






	 	(a)	 	Unless expressly provided to the contrary, a person who is not a Party has no
right
under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to
enforce or enjoy the benefit of any term of this Deed
	 
	 	(b)	 	Notwithstanding any terms of this Deed or any Finance Document, the consent
of any third party is not required for any variation (including any release or compromise
of any liability under) or termination of this Deed.






	2.	 	UNDERTAKING TO PAY
	 
	 	 	The Chargor shall pay each of the Liabilities when due in accordance with its terms
or, if they do not specify a time for payment, immediately on demand
by the Security Agent.
	 
	3.	 	CHARGE
	 
	 	 	The Chargor charges the Shares and Related Assets, as legal and beneficial owner and
by way of first ranking fixed charge in favour of the Security Agent, and assigns and
agrees to assign absolutely and unconditionally to the Security Agent all its present and
future rights, title and interest in and to the Shares and Related Assets, in each case
for the payment and discharge of all of the Liabilities.
	 
	4.	 	DEPOSIT OF CERTIFICATES AND TRANSFERS
	 
	4.1	 	Deposit on Date of Deed
	 
	 	 	The Chargor shall on the date of this Deed, deposit (or procure the deposit) with the
Security Agent, or as it directs, an share certificates and other docurnents of title (if any) in
respect of the Shares, and share transfer forms (executed in blank by or on behalf of the
Chargor) in respect of the Shares.
	 
	4.2	 	Deposit on further acquisition
	 
	 	 	The Chargor shall, promptly upon the acquisition, accrual,
offer or issue of any further shares in any Company in which the Chargor has a beneficial interest, deliver or procure the
delivery to the Security Agent, or as it directs, all share certificates and other documents
of title (if any) in respect of these shares, and share transfer forms (executed in blank by
or on behalf of the Chargor) in respect of these shares as the Security Agent may request.
	 
	5.	 	VOTING AND DIVIDEND





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	5.1	 	Voting before enforcement
	 
	 	 	Subject to Clause 5.2 (Voting after enforcement), the
Chargor shall be entitled to
exercise or direct the exercise of the voting and other rights attached to the Charged
Assets as it sees fit provided that:






	(a)	 	it does so for a purpose not inconsistent with any Finance Document; and
	 
	(b)	 	the exercise of or failure to exercise those rights would not have an adverse
effect on
the value of the Charged Assets and would not otherwise prejudice the interests of
any Finance Party under any Finance Document.
	 
	5.2	 	Voting after enforcement
 
At any time while after the occurrence of an Enforcement Event:






	 	(a)	 	the Security Agent or the Receiver shall be entitled to exercise or direct
the exercise
of the voting and other rights attached to the Charged Assets in such manner as it
or
he sees fit; and
	 
	 	(b)	 	the Chargor shall comply or procure the compliance with any directions of the
Security Agent or the Receiver in respect of the exercise of those rights and shall
promptly execute and/or deliver to the Security Agent or the Receiver such forms of
proxy as it or he requires with a view to enabling such person as it or he selects
to
exercise those rights.






	5.3	 	Dividends before enforcement
	 
	 	 	Subject to Clause 5 4 (Dividends after enforcement), the Security Agent shall (or, as the
case may be, ensure that its nominee shall) pay any cash income derived from the Charged
Assets of the Company to the Chargor.
	 
	5.4	 	Dividends after enforcement
	 
	 	 	At any time after the occurrence of an Enforcement Event the Security Agent (or, as the
case may be, its nominee) shall be entitled to retain any cash income derived from the
Charged Assets received by it and shall apply the same as the Security Agent sees fit to
reduce the
Liabilities by an equivalent amount, and the Chargor shall forthwith pay to the Security
Agent any such cash income received by it.
	 
	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The Chargor makes the representations and warranties set out in this Clause 6
(Representations and Warranties) to each Finance Party on the
date of this Deed.
	 
	6.1	 	Status






	 	(a)	 	It is a corporation, duly incorporated and validly existing under the law of
its
jurisdiction of incorporation.
	 
	 	(b)	 	It has the power to own its assets and carry on its business
as it is being conducted.





4








 






	6.2	 	Binding obligations
	 
	 	 	The obligations expressed to be assumed by it in this Deed are legal, valid, binding and
enforceable in accordance with its terms.
	 
	6.3	 	Non-conflict with other obligations
	 
	 	 	The entry into and performance by it of, and the transactions contemplated by, this Deed do
not and will not conflict with:






	 	(a)	 	any law or regulation applicable to it;
	 
	 	(b)	 	its constitutional documents; or
	 
	 	(c)	 	any agreement or instrument binding upon it or any of the Charged Assets,






nor result in the existence of, or oblige it to create, any Security over any of the
Charged Assets




	6.4	 	Power and authority
	 
	 	 	It has the power to enter into, perform and deliver, and has taken all necessary action to
authorise its entry into, performance and delivery of, this Deed and the transactions
contemplated hereunder
	 
	6.5	 	Validity and admissibility
in evidence 






All Authorisations
required or desirable:




	 	(a)	 	to enable it lawfully to enter into, exercise its rights and comply with its
obligations
in this Deed;
	 
	 	(b)	 	to make this Deed admissible in evidence in its jurisdiction of incorporation;
	 
	 	(c)	 	to enable it to create the Charges created by it hereunder and to ensure that
such
Charges have the priority and ranking it is expressed to have,






have been obtained or effected and are in full force and effect









	6.6	 	Governing law and enforcement
	 
	 	 	The choice of Singapore law as the governing law of this Deed will be recognised and
enforced in its jurisdiction of incorporation






5









 








	 
	6.7	 	Deduction of Tax
	 
	 	 	It is not required to make any deduction for or on account of Tax from any payment it may
make under this Deed.
	 
	6.8	 	No filing or stamp taxes 
	 
	 	 	Subject to :






	 	(a)	 	the payment of stamp duty of S$500 in Singapore; and
	 
	 	(b)	 	the registration of a statement particulars containing of
charge in respect
of this Deed with the Accounting and Corporate Regulatory Authority in Singapore,
	 
	 	 	 	






it is not necessary that this Deed be filed, recorded or enrolled with any court or other
authority in that jurisdiction or that any stamp, registration or similar tax be paid on or
in relation to this Deed or the transactions contemplated hereunder




	 
	6.9	 	No default
	 
	 	 	No Event of Default is continuing or might reasonably be expected to result from the
Chargor’s entry into, performance of, or transaction contemplated by this Deed
	 
	6.10	 	No misleading information
	 
	 	 	Any factual information provided by or on behalf of the Chargor in connection with the this
Deed was true and accurate in all material respects as at the date it was provided or as at
the date (if any) at which it is stated
	 
	6.11	 	Pari passu ranking






	 	(a)	 	This Deed creates (or, once entered into, will create) in favour of the Security
Agent
for the benefit of the Finance Parties the Charges which it is expressed to create
with
the ranking and priority it is expressed to have
	 
	 	(b)	 	Without limiting paragraph (a) above, its payment obligations under this Deed
rank at
least pari passu with the claims of all its other unsecured and unsubordinated
creditors,
except for obligations mandatorily preferred by law applying to companies generally






	6.12	 	No proceedings pending or threatened
	 
	 	 	No litigation, arbitration, investigative or administrative proceedings of or before any
court, arbitral body or agency have (to the best of its knowledge and belief) been started
or threatened against it involving the Charged Assets nor are there any circumstances which
might give rise to any such litigation, arbitration, investigative or administrative
proceedings
	 
	6.13	 	Charged Assets






	 	(a)	 	It has good and marketable title to and in the legal and beneficial over of the
Charged Assets, free from all Security except the Security created pursuant to, or
permitted by, the Finance Documents




6









 






	 	(b)	 	The constitutional documents of the Companies do not restrict or inhibit in any
manner any transfer of any of its shares which are expressed to be (or are required
by
this Agreement to be or become) subject to any Security.
	 
	 	(c)	 	The shares of the Companies which are expressed to be (or are required by
this Deed
to be or become) subject to the Charges are issued, fully paid, non-assessable and
freely transferable, and there are no moneys or liabilities outstanding or payable
in
respect of any such shares.
	 
	 	(d)	 	There are no agreements in force or corporate resolutions passed which
require or
might require the present or future issue or allotment of any share capital of the
Companies (including any option or right of pre-emption, conversion
or exchange).
	 
	 	(e)	 	No restrictions exist in relation to the voting rights associated with any of
the
Charged Assets.






	6.14	 	No Immunity
	 
	 	 	Neither it nor any of its assets is entitled to immunity from suit, execution, attachment
or other legal process in its jurisdiction of incorporation. Its entry into this Deed
constitutes, and the exercise of its rights and performance of and compliance with its
obligations under this Deed will constitute, private and commercial acts done and
performed for private and commercial purposes.
	 
	6.15	 	Solvency
	 
	 	 	It is not insolvent or unable to pay its debts (including subordinated and contingent
debts), nor could it be deemed by a court to be unable to pay its debts within the meaning
of the law of the jurisdiction in which it is incorporated, nor, in any such case, will it
become so in consequence of entering into this Deed and/or performing any transaction
contemplated hereunder.
	 
	6.16	 	Repetition
	 
	 	 	The representations and warranties contained in Clauses 6.1
to 6.15 shall be deemed to be
repeated by the Chargor by reference to the facts and circumstances then existing on each
day for so long as any amount is outstanding under the Finance
Documents.
	 
	7.	 	UNDERTAKINGS
	 
	 	 	The undertakings in this Clause 7 (Undertakings) remain in force from the date of this
Deed for so long as any amount is outstanding under the Finance
Documents.
	 
	7.1	 	Compliance with laws
	 
	 	 	The Chargor shall comply in all respects with all laws to which it may be subject, if
failure so to comply would materially impair its ability to perform its obligations under
this Deed.
	 
	7.2	 	Negative pledge
	 
	 	 	The Chargor shall not create or permit to subsist any Security over any of the Charged
Assets.





7









 






	7.3	 	Disposals
	 
	 	 	The Chargor shall not sell, lease, transfer or otherwise dispose of the any of the Charged
Assets.
	 
	7.4	 	 Acquisition
	 
	 	 	The Chargor shall promptly notify the Security Agent of:






	 	(a)	 	its acquisition of, or agreement to acquire, any Shares; and
	 
	 	(b)	 	the declaration, payment, allotment, offer or issue of any
Related Asset.






	7.5	 	Rights Issues, etc.
	 
	 	 	The Chargor will within five Business Days of demand, duly pay all calls, subscription
moneys and/or other moneys payable on or in respect of the Charged
Assets. If the Chargor
does not do so, the Security Agent may do so and, if the Security Agent does so, the Chargor
shall within five Business Days of demand indemnify the Security Agent against such payment
together with interest thereon for the period beginning on the date of such payment and
ending on the date on which the Security Agent has been indemnified in full by the Chargor
calculated at the rate per annum specified in Clause 4(F) of the
Instrument.
	 
	7.6	 	No Merger, etc.
	 
	 	 	The Chargor shall not enter into any amalgamation, demerger, merger or corporate
reconstruction except that this shall not restrict the Chargor from acquiring some or all
of the issued shares in the capital of the Companies not already
owned by the Chargor.
	 
	8.	 	FURTHER ASSURANCE
	 
	8.1	 	Further assurance
	 
	 	 	The Chargor shall promptly do whatever the Security Agent requires:






	 	(a)	 	to perfect or protect the Charges or the priority of the Charges; or
	 
	 	(b)	 	to facilitate the realisation of the Charged Assets or the exercise of any
rights vested
in the Security Agent or any Receiver,






	 	 	including depositing, with the Security Agent, all share certificates and other title
documents relating to any of the Charged Assets, executing any transfer, conveyance,
charge, assignment or assurance of the Charged Assets (whether to the Security Agent or
its nominees or otherwise), making any registration and giving any notice, order or
direction.
	 
	8.2	 	Transfer upon Enforcement Event
	 
	 	 	At any time during the continuation of an Enforcement Event, the Chargor shall upon demand
from the Security Agent:






	 	(a)	 	procure the transfer of the Charged Assets into the name of the
Security Agent or its nominee(s), agents or such purchasers as it shall direct; and





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	 	(b)	 	execute all documents and do all other things that the Security Agent may
require to facilitate the realization of the Charged Assets






	9.	 	ENFORCEMENT
	 
	9.1	 	When enforceable
	 
	 	 	At any time after the occurrence of an Enforcement Event, the security created by or
pursuant to this Deed shall become immediately enforceable and the Security Agent may,
without notice to the Chargor or prior authorisation from any court, in its absolute
discretion:






	 	9.1.1	 	enforce all or any part of that security (at the times, in the manner and on
the terms it thinks fit) and take possession of and hold or dispose of all or any part
of the Charged Assets; and
	 
	 	9.1.2	 	whether or not it has appointed a Receiver, exercise all or any of the
powers, authorities and discretions conferred by the Property Act (as varied or
extended by this Deed) on mortgagees and by this Deed on any Receiver or otherwise
conferred by law on mortgagees or Receivers






	9.2	 	Power of sale
	 
	 	 	The statutory power of sale, of appointing a Receiver and the other statutory powers
conferred on mortgagees by Section 24 and 29 of the Property Act and any similar provisions
of any equivalent law as varied and extended by this Deed shall arise on the date of this
Deed and may be exercised by the Security Agent free from the restrictions imposed by any
statutory provisions in relating to the exercise of any power of sale
	 
	9.3	 	Consolidation
	 
	 	 	Section 21 of the Property Act shall not apply to the security created by this Deed
	 
	10.	 	APPOINTMENT AND RIGHTS OF RECEIVERS
	 
	10.1	 	Appointment of receivers
	 
	 	 	If (a) requested by the Chargor, (b) any corporate action, legal proceedings or other
procedure or step is taken in relation to the administration of the Chargor, or (c) any
other Enforcement
Event has occurred (whether or not the Security Agent has taken possession of the Charged
Assets), then without any notice or further notice, the Security Agent may, by deed, or
otherwise in writing signed by any officer or manager of the Security Agent or any person
authorised for this purpose by the Security Agent, appoint one or more persons to be a
Receiver Subject to the provisions of the Companies Act, the Security Agent may similarly
remove (so far as it is lawfully able) any Receiver and appoint any person instead of any
Receiver If the Security Agent appoints more than one person as Receiver, the Security
Agent may give those persons power to act either jointly or severally Any Receiver referred
to in this Clause 10 (Appointment and Rights of Receivers) may enjoy the benefit or enforce
the terms of this Clause in accordance with the provisions of the Contracts (Rights of
Third Parties) Act, Chapter 53B of Singapore The provisions of Section 29 of the Property
Act and any similar provision of any equivalent law (as varied and/or extended by this
Deed) shall apply to any appointment made pursuant to this Deed.
	 
	10.2	 	Scope of appointment





9









 






	 	 	Any Receiver may be appointed Receiver of all of the Charged Assets or Receiver of a
part of the Charged Assets specified in the appointment.
	 
	10.3	 	Rights of Receivers
	 
	 	 	Any Receiver appointed pursuant to this Clause 10 (Appointment and Rights of Receivers) and
shall have the rights, powers, privileges and immunities conferred by the Acts on (a)
mortgagees, (b) mortgagees in possession and (c) receivers duly appointed under the Acts.
The Receiver shall in exercise of the Receiver’s powers, authorities and discretions
conform to the directions and regulations from time to time given or made by the Security
Agent.
	 
	10.4	 	Agent of Chargor
	 
	 	 	Any Receiver shall be the agent of the Chargor for all purposes. The Chargor alone shall be
responsible for the Receiver’s contracts, engagements, acts, omissions, defaults and losses
and for liabilities incurred by the Receiver.
	 
	10.5	 	Remuneration
	 
	 	 	The Security Agent may determine the remuneration of any Receiver (without being limited to
the maximum rate specified in Section 29(6) of the Property Act) and direct payment of that
remuneration out of moneys he receives as Receiver. The Chargor alone shall be liable for
the remuneration and all other costs, losses, liabilities and
expenses of the Receiver.
	 
	10.6	 	No liability for exercise of powers
	 
	 	 	Neither the Security Agent nor the Receiver shall be liable for any losses, involuntary or
otherwise, which arise in the exercise by the Security Agent or the Receiver or their
respective powers under this Deed except for this own gross negligence or willful default
Any Receiver appointed under this Deed may enjoy the benefit of or enforce the terms of this
Clause in accordance with the provisions of the Contracts (Right of Third Parties) Act,
Chapter 53B of Singapore
	 
	11.	 	SECURITY AGENT’S RIGHTS
	 
	11.1	 	Same rights as Receiver
	 
	 	 	Any rights conferred by any Finance Document upon a Receiver may be exercised by the
Security Agent, after the Charges become enforceable, whether or not the Security Agent
shall have appointed a Receiver of the Charged Assets.
	 
	11.2	 	Delegation
	 
	 	 	The Security Agent may delegate in any manner to any person, provided that the Security
Agent exercised reasonable care in selecting such delegate, any
rights exercisable by the
Security Agent under any Finance Document. Any such delegation may be made upon such terms
and conditions (including power to sub-delegate) as the Security Agent thinks fit
	 
	11.3	 	Realisation






	 	(a)	 	If the Security Agent or any Receiver exercises the rights conferred on it the
same shall not be treated as an absolute appropriation of or foreclosure on the
Charged Assets to the exclusion of the Chargor and in extinguishment of its interests
therein,





10









 






	 	 	 	unless the Security Agent or the Receiver shall otherwise notify the Chargor
(whether before or after the relevant appropriation or foreclosure has been
effected), in which latter event any such appropriation or foreclosure shall be
treated as a sale of the Charged Assets at a fair market value and the Liabilities
shall be reduced by an equivalent amount.
	 
	 	(b)	 	In any disposal of the Charged Assets, the Security Agent or
the other
Finance Parties may, provided that they shall first have used reasonable efforts to
dispose of the relevant Charged Assets or rights to third parties subject to
compliance with any rules or regulations laid down by any governmental or other agency
or authority, themselves purchase at a fair market value the whole or any part of the
Charged Assets or rights disposed of free from any rights of redemption on the part of
the Chargor which are hereby waived and released.






	12.	 	ORDER OF DISTRIBUTIONS
	 
	12.1	 	Application of proceeds
	 
	 	 	All amounts received or recovered by the Security Agent or any Receiver or Delegate in
exercise of their rights under this Deed shall, subject to the rights of any creditors
having priority, be applied in the order provided in Clause 12.2
(Order of distribution).
	 
	12.2	 	Order of distribution
	 
	 	 	The order referred to in Clause 12.1(Application of
proceeds) is (subject to
any claims having priority under Section 26 of the Property Act and any similar provision
of any equivalent law and subject to Clause 16
5(Appropriations)):






	 	(a)	 	in or towards the payment of all costs, losses, liabilities, expenses and
remuneration
of and incidental to the appointment of any Receiver or Delegate and the exercise of
any of his rights, including his remuneration and all outgoings paid by him;
	 
	 	(b)	 	in or towards the payment of the Liabilities; and
	 
	 	(c)	 	in payment of any surplus to the Chargor or other person entitled to it






	13.	 	LIABILITY OF SECURITY AGENT, RECEIVERS AND DELEGATES
	 
	 	 	Neither the Security Agent nor any Receiver or Delegate shall (either by reason of
taking possession of the Charged Assets or for any other reason) be
liable to the Chargor,
any Finance Party or any other person for any costs, losses, liabilities or expenses
relating to the realisation of any Charged Assets or from any act, default, omission or
misconduct of the Security Agent, any Receiver, any Delegate or their respective officers,
employees or agents in relation to the Charged Assets or in connection with the Finance
Documents except to the extent caused by its or his own gross negligence or wilful
misconduct. Any third party referred to in this Clause 13(Liability of Security Agent,
Receivers and Delegates) may enjoy the benefit or enforce the terms of this Clause in
accordance with the provisions of the Contracts (Rights of Third Parties)
Act, Chapter 53B of Singapore
	 
	14.	 	POWER OF ATTORNEY
	 
	14.1	 	Appointment





11









 







The Chargor by way of security irrevocably appoints the Security Agent, every
Receiver and every Delegate severally its attorney (with full power of substitution), on its
behalf and in its name or otherwise, at such time and in such manner as the attorney thinks
fit:




	 	(a)	 	to do anything which the Chargor is obliged to do (but has not done) under any
Finance Document to which it is party (including to execute charges over, transfers,
conveyances, assignments and assurances of, and other instruments, notices, orders
and directions relating to, the Charged Assets); and
	 
	 	(b)	 	to exercise any of the rights conferred on the Security Agent, any Receiver or
any
Delegate in relation to the Charged Assets or under any Finance Document,
either of the Acts, generally under Singapore law or any other applicable law






	14.2	 	Ratification
	 
	 	 	The Chargor ratifies and confirms and agrees to ratify and confirm whatever any such
attorney shall do in the exercise or purported exercise of the power of attorney granted by
it in Clause 14.1 (Appointment). Any third party referred to in this Clause 14 may enjoy
the benefit or enforce the terms of this Clause in accordance with the provisions of the
Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore
	 
	15.	 	PROTECTION OF THIRD PARTIES
	 
	15.1	 	No duty to enquire
	 
	 	 	No person dealing with the Security Agent, any other Finance
Party, any Receiver or any
Delegate shall be concerned to enquire:
	 
	(a)	 	whether the rights conferred by or pursuant to any Finance Document are exercisable;
	 
	(b)	 	whether any consents, regulations, restrictions or directions relating to such
rights
have been obtained or complied with;
	 
	(c)	 	otherwise as to the propriety or regularity of acts purporting or intended to
be in
exercise of any such rights (including whether or not any delegation shall have
lapsed
for any reason or has been revoked); or
	 
	(d)	 	as to the application of any money borrowed or raised
	 
	15.2	 	Protection to purchasers
	 
	 	 	Subject to the provisions of this Deed, all the protection to purchasers contained in
Section 26 of the Property Act or in any similar provision of any equivalent law shall
apply to any person purchasing from or dealing with the Security Agent, any other Finance
Party, any Receiver or any Delegate.
	 
	16.	 	SAVING PROVISIONS
	 
	16.1	 	Continuing Security





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	 	 	Subject to Clause 17 (Discharge of Security), the Charges are continuing security
and will extend to the ultimate balance of the Liabilities, regardless of any intermediate
payment or discharge in whole or in part
	 
	16.2	 	Reinstatement
	 
	 	 	If any payment by the Chargor or any discharge given by a Finance Party (whether in respect
of the obligations of the Chargor or any security for those obligations or otherwise) is
avoided or reduced (whether in whole or in part) for any reason including, without
limitation, as a result of insolvency, breach of fiduciary or statutory duties or any other
reason:






	 	(a)	 	the liability of the Chargor and the Charges shall continue as if the payment,
discharge, avoidance or reduction had not occurred; and
	 
	 	(b)	 	each Finance Party shall be entitled to recover the value or amount of that
security or
payment from the Chargor, as if the payment, discharge, avoidance or reduction had
not occurred






	16.3	 	Waiver of defences
	 
	 	 	Neither the obligations of the Chargor under this Deed nor the Charges will be affected by
an act, omission, matter or thing which, but for this Clause, would reduce, release or
prejudice any of its obligations under any of the Charges (without limitation and whether
or not known to it or any Finance Party) including:






	 	(a)	 	any time, waiver or consent granted to, or composition with, any guarantor or
other
person;
	 
	 	(b)	 	the release of any guarantor or any other person under the terms of any
composition
or arrangement with any creditor;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal
or
neglect to perfect, take up or enforce any rights against, or Security over assets
of,
any guarantor or other person or any non-presentation or non-observance of any
formality or other requirement in respect of any instrument or any failure to
realise
the full value of any Security;
	 
	 	(d)	 	any incapacity or lack of power, authority or legal personality of
or dissolution or
change in the members or status of a guarantor or any other person;
	 
	 	(e)	 	any amendment (however fundamental), novation, supplement, restatement (however
fundamental) or replacement of a Finance Document or any other document or
Security, including any increase in, extension of or change to any facility made
available under the Finance Document or other document;
	 
	 	(f)	 	any unenforceability, illegality or invalidity of any obligation of any person
under any
Finance Document or any other document or Security; or
	 
	 	(g)	 	any insolvency or similar proceedings; or
	 
	 	(h)	 	any Finance Document not being executed or binding against any person; or
	 
	 	(i)	 	postponement, discharge, reduction, non-provability or other similar
circumstance affecting any obligation of any guarantor or other person under any
Finance





13









 






	 	 	 	Document resulting from any insolvency, liquidation or dissolution
proceedings or from any law, regulation or order






	16.4	 	Immediate recourse
	 
	 	 	The Chargor waives any right it may have of first requiring the Security Agent to proceed
against or enforce any other rights or Security or claim payment from any person before
claiming from the Chargor under this Deed. This waiver applies irrespective of any law or
any provision of a Finance Document to the contrary
	 
	16.5	 	Appropriations
	 
	 	 	Until all the Liabilities have been irrevocably paid in full and all facilities which might
give rise to Liabilities have terminated, each Finance Party (or any trustee or agent on
its behalf) may refrain from applying or enforcing any other moneys, security or rights
held or received by that Finance Party (or any trustee or agent on its behalf) in respect
of those amounts, or apply and enforce the same in such rnanner and order as it sees fit
(whether against those amounts or otherwise) and the Chargor shall not be entitled to the
benefit of the same
	 
	16.6	 	Deferral of Chargor’s rights
	 
	 	 	Until all the Liabilities have been irrevocably paid in full and all facilities which might
give rise to Liabilities have terminated and unless the Security Agent otherwise directs,
the Chargor will not exercise any rights which it may have by reason of performance by it
of its obligations under the Finance Documents:






	 	(a)	 	to be indemnified by any guarantor or other person;
	 
	 	(b)	 	to claim any contribution from any other guarantor; and/or
	 
	 	(c)	 	to take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Finance Parties under the Finance Documents or of
any guarantee or other security taken pursuant to, or in connection with, the
Finance
Documents by any Finance Party






	16.7	 	Additional Security
	 
	 	 	The Charges are in addition to and are not in any way prejudiced by any other guarantees or
security now or subsequently held by any Finance Party
	 
	17.	 	DISCHARGE OF SECURITY
	 
	17.1	 	Final redemption
	 
	 	 	Subject to Clause 17.2 (Retention of Security), if the Security Agent is satisfied that all
Liabilities shall have been irrevocably paid in full, the Security Agent shall at the
request and cost of the Chargor release, reassign or discharge (as appropriate) the Charged
Assets from the Charges
	 
	17.2	 	Retention of security
	 
	 	 	If the Security Agent considers that any amount paid or credited to any Finance Party under
any Finance Document is capable of being avoided or otherwise set aside, that amount shall





14









 







	 	 	not be considered to have been paid for the purposes of determining whether all the
Liabilities have been irrevocably paid
	 
	17.3	 	Consolidation
	 
	 	 	Any restrictions on the consolidation of security, whether under Section 21 of the Property
Act or otherwise, shall be excluded to the fullest extent permitted by law and the Security
Agent shall, so far as it is lawful and subject to other provisions of this Deed, be
entitled to consolidate all or any of the Charges with any other Security whether in
existence on the date of this Deed or in the future.
	 
	18.	 	ENFORCEMENT EXPENSES
	 
	 	 	The Chargor shall forthwith pay to the Security Agent the amount of all costs, losses,
liabilities and expenses (including legal fees) and all stamp and other taxes thereon
incurred
by any Finance Party, any Receiver or any Delegate in relation to this Deed (including the
administration, protection, realisation, enforcement or preservation of any rights under or
in connection with this Deed or any other Finance Documents, or any consideration by the
Security Agent as to whether to realise or enforce the same, and/or any amendment, waiver,
consent or release of this Deed and/or any other document referred to
in this Deed).
	 
	19.	 	PAYMENTS
	 
	19.1	 	Demands
	 
	 	 	Any demand for payment made by any Finance Party shall be valid and effective even if it
contains no statement of the relevant Liabilities or an inaccurate or incomplete statement
of them.
	 
	19.2	 	Payments
	 
	 	 	All payments by the Chargor under this Deed (including damages for its breach) shall be
made in the Currency of Account and to such account, with such financial institution and in
such other manner as the Security Agent may direct.





15









 






	20.	 	RIGHTS, WAIVERS AND DETERMINATIONS
	 
	20.1	 	Ambiguity
	 
	 	 	Where there is any ambiguity or conflict between the rights conferred by law and those
conferred by or pursuant to this Deed, the terms of this Deed shall prevail
	 
	20.2	 	Exercise of rights
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of any Finance Party,
Receiver or Delegate, any right or remedy under any Finance Document shall operate as a
waiver, nor shall any single or partial exercise of any right or remedy prevent any further
or other exercise or the exercise of any other right or remedy. The rights and remedies
provided in the Finance Documents are cumulative and not exclusive of any rights or
remedies provided by law
	 
	20.3	 	Determinations
	 
	 	 	Any certification or determination by any Finance Party or any Receiver or Delegate under
any Finance Document is, in the absence of manifest error, conclusive evidence of the
matters to which it relates
	 
	21.	 	SEPARATE AND INDEPENDENT OBLIGATIONS
	 
	 	 	The security created by the Chargor by or in connection with any Finance Document is
separate from and independent of the security created or intended to be created by any
other person by or in connection with any Finance Document
	 
	22.	 	BENEFIT OF SECURITY
	 
	22.1	 	Benefit and Burden
	 
	 	 	This Deed shall be binding upon and enure to the benefit of the parties, their assignees
and their successors Any reference in this Deed to any party shall be construed accordingly
	 
	22.2	 	 The Chargor
	 
	 	 	The Chargor shall not assign and/or transfer any rights or obligations under this Deed,
	 
	22.3	 	 The Finance Parties
	 
	 	 	Each Finance Party may assign and/or transfer all or any parts of its rights and/or
obligations under or in respect of this Deed to any person from time to time and the
Chargor agrees to execute all documents and take all action that may be required by the
Security Agent in respect of any assignment or transfer, or proposed assignment or
transfer. Any such assignee or transferee shall be and be treated as a party for all
purposes of this Deed and shall be entitled to the full benefit of this Deed to the same
extent as if it were an original party in respect of the rights or obligations assigned or
transferred to it





16









 






	23.	 	NOTICES
	 
	23.1	 	Communications in writing
	 
	 	 	Any communication to be made under or in connection with this Deed shall be made in writing
and, unless otherwise stated, may be made by fax or letter
	 
	23.2	 	Addresses
	 
	 	 	The address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to be made or
delivered under or in connection with this Deed is identified with its name below or any
substitute address, fax number or department or officer as the Party may notify to the
other Party by not less than five Business Days’ notice.
	 
	23.3	 	Delivery






	 	(a)	 	Any communication or document made or delivered by one person to another
under
or in connection with this Deed will only be effective:






	 	(i)	 	if sent by fax before 5 pm. (local time in the place to which
it is sent) on a working day in that place, when sent or, if sent by fax at
any other time, at 9 a.m. (local time in the place to which it is sent) on
the next working day in that place, provided, in each case, that the person
sending the fax shall have received a transmission receipt; or
	 
	 	(ii)	 	if by way of letter, when it has been left at the relevant
address or five Business Days after being deposited in the post postage
prepaid in an envelope addressed to it at that address,






	 	 	 	and, if a particular department or officer is specified as part of its address
details provided under Clause 23,2 (Addresses), if addressed to that department or
officer For this purpose, working days are days other than Saturdays, Sundays and
bank holidays.
	 
	 	(b)	 	Any communication or document to be made or delivered to the Security Agent
will
be effective only when actually received by the Security Agent and then only if it
is
expressly marked for the attention of the department or officer identified with its
signature below (or any substitute department or officer as it shall specify for
this
purpose).






	23.4	 	Reliance






	 	(a)	 	Any notice sent under this Clause 2.3 can be relied on by the recipient if the
recipient
reasonably believes the notice to be genuine and if it bears what appears to be the
signature (original or facsimile) of an authorised signatory of the sender (without
the
need for further enquiry or confirmation).
	 
	 	(b)	 	Each Party must take reasonable care to ensure that no forged, false or
unauthorised
notices are sent to another Party.






	23.5	 	English language






	 	(a)	 	Any notice given under or in connection with this Deed must be in English.





17









 






	 	(b)	 	All other documents provided under or in connection with this
Deed must be:






	 	(i)	 	in English; or
	 
	 	(ii)	 	if not in English, and if so required by the Security Agent,
accompanied by a certified English translation and, in this case, the English
translation will prevail unless the document is a constitutional, statutory or
other official document.






	24.	 	INDEMNITIES
	 
	 	 	Each indemnity in each Finance Document shall:






	 	(a)	 	constitute a separate and independent obligation from the other obligations
in that or
any other Finance Document;
	 
	 	(b)	 	give rise to a separate and independent cause of action;
	 
	 	(c)	 	apply irrespective of any indulgence granted by any Finance Party;
	 
	 	(d)	 	continue in full force and effect despite any judgment, order, claim or proof
for a
liquidated amount in respect of any Liability or any other judgment or order; and
	 
	 	(e)	 	apply whether or not any claim under it relates to any matter disclosed by
any Obligor
or otherwise known to any Finance Party






	25.	 	COUNTERPARTS
	 
	 	 	This Deed may be executed in any number of counterparts, and this has the same effect as
if the signatures on the counterparts were on a single copy of this
Deed.
	 
	26.	 	GOVERNING LAW
	 
	 	 	This Deed is governed by Singapore law.
	 
	27.	 	ENFORCEMENT
	 
	27.1	 	Jurisdiction of Singapore courts
	 
	 	 	The courts of Singapore have exclusive jurisdiction to settle any dispute arising out of
or in connection with this Deed (including a dispute regarding the existence, validity or
termination of this Deed) (a “Dispute ”)
	 
	27.2	 	Venue
	 
	 	 	The Parties agree that the courts of Singapore are the most appropriate and convenient
courts to settle Disputes and accordingly no Party will argue to the contrary.
	 
	27.3	 	Other competent jurisdiction





18









 






	 	 	This Clause 27 is for the benefit of the Finance Parties only As a result, no
Finance Party shall be prevented from taking proceedings relating to a Dispute in any other
courts with jurisdiction. To the extent allowed by law, the Finance Parties may take
concurrent proceedings in any number of jurisdictions.
	 
	27.4	 	Consent to Enforcement, etc.
	 
	 	 	The Chargor irrevocable and generally consents in respect of any proceedings anywhere in
connection with this Deed to the giving of any relief or the issue of any process in
connection with those proceedings including, without limitation, the making, enforcement or
execution against any assets whatsoever (irrespective of their use or intended use) of any
order or judgment which may be made or given in those proceedings.
	 
	27.5	 	Waiver of Immunity
	 
	 	 	The Chargor irrevocably agrees that, should any Finance Party (or any trustee or agent on
its behalf) take any proceedings anywhere (whether for an injunction, specific performance,
damages or otherwise in connection with this Deed), no immunity (to the extent that it may
at any time exist, whether on the grounds of sovereignty or otherwise) from those
proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of
its assets or from the execution of judgment shall be claimed by it or with respect to its
assets, any such immunity being irrevocably waived. The Chargor irrevocably agrees that it
and its assets are, and shall be, subject to such proceedings, attachment or execution in
respect of its obligations under this Finance Documents





19









 





This is the signature page of Share Charge dated 28 DECEMBER 2006.



	 	 	 	 	 	 	 	 	 
	The Chargor



The COMMON SEAL of 

STONEPATH HOLDINGS (HONG KONG)

LIMITED was hereunto affixed in the

presence of:


	 	 	

)

)

)

)	 	 	               
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ [ILLEGIBLE]	 	 
	 

	 	 	 	 	 	 
	 	 
	 

	 	 	 	 	 	Director
	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 

	 	 	 	 	 	Director/Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	The Security Agent
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	 	 	 
	and

	 	 	)	 	 	 	 	 
	as attorney for and on behalf of

	 	 	)	 	 	 	 	 
	SBI
BRIGHTLINE, LLC

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 






 









 




This is the signature page of Share Charge dated 28 DECEMBER 2006.



In Witness whereof this Deed has been duly executed as a deed.




	 	 	 	 	 	 	 	 	 
	The Chargor
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	STONEPATH HOLDINGS (HONG KONG)

	 	 	)	 	 	 	 	 
	LIMITED was hereunto affixed in the

	 	 	)	 	 	 	 	 
	presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 		 	 
	 

	 	 		 	 	 
	 	
	 

	 		 	 	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 

	 	 	 	 	 	Director/Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	The Security Agent
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	by Shelly Singhal

	 	 	)	 	 	 	 	 
	and

	 	 	)	 	 	/s/ [ILLEGIBLE]	 	 
	as attorney for and on behalf of

	 	 	)	 	 	 	 	 
	SBI BRIGHTLINE, LLC

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)