ex10-3.htm


    Exhibit 10.3


     

    SECURITY
AGREEMENT

     

     

    


     

     

    This
SECURITY AGREEMENT is made on this 18 day of June, 2008
between

     

     

    Epazz,
Inc. (Debtor), and Arthur A. Goes , (Secured Party).

     

     

    SECURITY
INTEREST. Debtor grants to Secured Party a security interest in all inventory,
equipment, appliances, furnishings and fixtures, stock certificates and
intellectual property now or hereafter owned by the companies known as Desk
Flex, Inc and Professional Resource Management, Inc., located at 50 N. Brockway
Suite 3-5, Palatine, IL 60067 (Premises) or used in connection therewith and in
which Debtor now has or hereafter acquires any right as well as the proceeds
therefrom. As additional collateral, Debtor assigns to Secured Party, a security
interest in all of its right, title, and interest to any trademarks, trade
names, contract rights, and leasehold interests in which Debtor now has or
hereafter acquires. The Security Interest shall secure the payment and
performance of Debtor's promissory note of even date herewith in the principal
amount of two hundred thousand dollars ($200,000) and the payment and
performance of all other liabilities and obligations of Debtor to Secured Party
of every kind and description, direct or indirect, absolute or contingent, due
or to become due now existing or hereafter arising.   Schedule A
identifies the collateral as it exists as of the date of this
Agreement.

     

     

    COVENANTS.
Debtor hereby warrants and covenants:

     

     

    The
collateral will be kept at 50 N. Brockway Suite 3-5 Palatine, IL
6067 ; and that the collateral will not be removed from the Premises
other than in the ordinary course of business, except the stock certificates
will be kept in escrow by at Pinderski and Pinderski LTD 115 W. Colfax,
Palatine, IL 60067.

     

     

    The
Debtor's place of business is 50 N. Brockway Suite 3-5, Palatine, IL 60067, and
Debtor will immediately notify Secured Party in writing of any change in or
discontinuance of Debtor's place of business.

     

     

    The
parties intend that the collateral is and will at all times remain personal
property despite the fact and irrespective of the manner in which it is attached
to realty.

     

     

    The
Debtor will not sell, dispose, or otherwise transfer the collateral or any
interest therein without the prior written consent of Secured Party, and the
Debtor shall keep the collateral free from unpaid charges (including rent),
taxes, and liens.

     

     

    The
Debtor shall execute alone or with Secured Party any Financing Statement or
other document or procure any document, and Secured Party shall pay the cost of
filing the same in all public offices wherever filing is deemed by Secured Party
to be necessary.

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    Debtor
shall maintain insurance under the same policies currently in effect, at all
times with respect to all collateral against risks of fire, theft, and other
such risks and in such amounts as Secured Party may require. The policies shall
be payable to both the Secured Party and the Debtor as their interests appear
and shall provide for ten (10) days written notice of cancellation to Secured
Party.

     

     

    The
Debtor shall make all repairs, replacements, additions, and improvements
necessary to maintain any equipment in good working order and condition. At its
option, Secured Party may discharge taxes, liens, or other encumbrances at any
time levied or placed on the collateral, may pay rent or insurance due on the
collateral and may pay for the maintenance and preservation of the
collateral.

     

     

    Debtor
agrees to reimburse Secured Party on demand for any payment made, or any expense
incurred by Secured Party pursuant to the foregoing authorization.

     

     

    DEFAULT.
The Debtor shall be in default under this Agreement upon the happening of any of
the following:

     

     

    Any
material misrepresentation in connection with this Agreement on the part of the
Debtor.

     

     

    Any non
compliance with or non performance of the Debtor's obligations under the Note or
this Agreement.

     

     

    Any
assignment for the benefit of creditors, or an attachment or receivership of
assets not dissolved within thirty days, or the institution of Bankruptcy
proceedings, whether voluntary or involuntary, which is not dismissed within
thirty days from the date on which it is filed.

     

     

    Upon
default and at any time thereafter, Secured Party may declare all obligations
secured hereby immediately due and payable and shall have the remedies of a
Secured Party under the Uniform Commercial Code. Secured Party may require the
Debtor to make it available to Secured Party at a place that is mutually
convenient. No waiver by Secured Party of any default shall operate as a waiver
of any other default or of the same default on a future occasion. This Agreement
shall inure to the benefit of and obligate the heirs, executors, administrators,
successors, and assigns of the parties.

     

    
      
        	
                /s/
      Shaun Passley

              	
                06/18/08

              
	
                Debtor

              	
                Date

              
	
                /s/
      Arthur A. Goes

              	
                06/18/08

              
	
                Secured
      Party

              	
                Date