exhibit_4-6.htm


    
      

    
EXHIBIT
4.6

     

    INTELLECTUAL
PROPERTY SECURITY AGREEMENT

     

    INTELLECTUAL
PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as
of July 31, 2008, by and among Camelot Entertainment Group, Inc., a Delaware
corporation (“Parent”), and its
Subsidiaries as listed on Schedules A and 3(a) attached
hereto  (collectively the “Subsidiary”)(hereinafter
the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the
secured parties signatory hereto and their respective endorsees, transferees and
assigns  (collectively, the “Secured
Party”).

     

    W I T N E
S S E T H :

     

    WHEREAS,
pursuant to a Securities Purchase Agreement, dated the date hereof, between
Parent and the Secured Party (the “Purchase Agreement”),
Parent has agreed to issue to the Secured Party and the Secured Party has agreed
to purchase from Parent certain of Parent’s 10% Callable Secured Convertible
Notes, due three years from the date of issue (the “Notes”), which are
convertible into shares of Company’s Common Stock, par value $.001 per share
(the “Common
Stock”).  In connection therewith, Parent shall issue the
Secured Party certain Common Stock purchase warrants (the “Warrants”);
and

     

    WHEREAS,
the Parent and the Subsidiary have been, and are now, engaged in the
development, production, marketing and distribution of entertainment media,
including, but not limited to, film, television and digital media and the
providing of certain services to the entertainment industry, including, but not
limited to, entertainment financial, studio, technology, consulting, post
production, event management, education, sales and marketing, merchandising and
web services.  In the past, as now, the Parent has provided financing
for the Subsidiary, and the Subsidiary has relied upon the Parent to provide
such financing.  In addition, it is anticipated that, if the
Subsidiary executes and delivers this Agreement, the Parent will continue to
provide such financing to the Subsidiary, and that the proceeds of the Purchase
Agreement and Notes will be used, in part,
for the general working capital purposes of the Subsidiary; and

     

    WHEREAS,
the Subsidiary constitutes all of the subsidiaries of the Parent and it is in
the best interest of the Subsidiary as subsidiaries of the Parent and the
indirect beneficiaries of the Purchase Agreement and Notes, that the Secured
Party enter into the Purchase Agreement and purchase the Notes to the Company;
and

     

    WHEREAS,
in order to induce the Secured Party to purchase the Notes, Company has agreed
to execute and deliver to the Secured Party this Agreement for the benefit of
the Secured Party and to grant to it a first priority security interest in
certain Intellectual Property (defined below) of Company to secure the prompt
payment, performance and discharge in full of all of Company’s obligations under
the Notes and exercise and discharge in full of Company’s obligations under the
Warrants; and

     

    WHEREAS,
in light of the foregoing, the Company expects to derive substantial benefit
from the Purchase Agreement and sale of the Notes and the transactions
contemplated thereby and, in furtherance thereof, has agreed to execute and
deliver this Agreement.

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    NOW,
THEREFORE, in consideration of the agreements herein contained and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

     

    1.           Defined
Terms.  Unless otherwise defined herein, terms which are
defined in the Purchase Agreement and used herein are so used as so defined; and
the following terms shall have the following meanings:

     

    “Software Intellectual
Property” shall mean:

     

    (a)           all
software programs (including all source code, object code and all related
applications and data files), whether now owned, upgraded, enhanced, licensed or
leased or hereafter acquired by the Company, above;

     

    (b)           all
computers and electronic data processing hardware and firmware associated
therewith;

     

    (c)           all
documentation (including flow charts, logic diagrams, manuals, guides and
specifications) with respect to such software, hardware and firmware described
in the preceding clauses (a) and (b); and

     

    (d)           all
rights with respect to all of the foregoing, including, without limitation, any
and all upgrades, modifications, copyrights, licenses, options, warranties,
service contracts, program services, test rights, maintenance rights, support
rights, improvement rights, renewal rights and indemnifications and
substitutions, replacements, additions, or model conversions of any of the
foregoing.

     

    “Copyrights” shall
mean (a) all copyrights, registrations and applications for registration, issued or filed,
including any reissues, extensions or renewals thereof, by or with the United
States Copyright Office or any similar office or agency of the United States,
any state thereof, or any other country or political subdivision thereof, or
otherwise, including, all rights in and to the material constituting the subject
matter thereof, including, without limitation, any referred to in Schedule B hereto,
and (b) any rights in any material which is copyrightable or which is protected
by common law, United States copyright laws or similar laws or any law of any
State, including, without limitation, any thereof referred to in Schedule B
hereto.

     

    “Copyright License”
shall mean any agreement, written or oral, providing for a grant by the Company
of any right in any Copyright, including, without limitation, any thereof
referred to in Schedule B
hereto.

     

    “Intellectual
Property” shall mean, collectively, the Software Intellectual Property,
Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark
Licenses and Trade Secrets.

     

    “Obligations” means
all of the Company’s obligations under this Agreement and the Notes, in each
case, whether now or hereafter existing, voluntary or involuntary, direct or
indirect, absolute or contingent, liquidated or unliquidated, whether or not
jointly owed with others, and whether or not from time to time decreased or
extinguished and later
decreased, created or incurred, and all or any portion of such obligations or
liabilities that are paid, to the extent all or any part of such payment is
avoided or recovered directly or indirectly from the Secured Party as a
preference, fraudulent transfer or otherwise as such obligations may be amended,
supplemented, converted, extended or modified from time to time.

     

     

    
      
        
        

      

      
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    “Patents” shall mean
(a) all letters patent of the United States or any other country or any
political subdivision thereof, and all reissues and extensions thereof,
including, without limitation, any thereof referred to in Schedule B hereto,
and (b) all applications for letters patent of the United States and all
divisions, continuations and continuations-in-part thereof or any other country
or any political subdivision, including, without limitation, any thereof
referred to in Schedule B
hereto.

     

    “Patent License” shall
mean all agreements, whether written or oral, providing for the grant by the
Company of any right to manufacture, use or sell any invention covered by a
Patent, including, without limitation, any thereof referred to in Schedule B
hereto.

     

    “Security Agreement”
shall mean the Security Agreement, dated the date hereof between Company and the
Secured Party.

     

    “Trademarks” shall
mean (a) all trademarks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, service marks, logos and other
source or business identifiers, and the goodwill associated therewith, now
existing or hereafter adopted or acquired, all registrations and recordings
thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any state thereof or any other country or any political
subdivision thereof, or otherwise, including, without limitation, any thereof
referred to in Schedule B hereto,
and (b) all reissues, extensions or renewals thereof.

     

    “Trademark License”
shall mean any agreement, written or oral, providing for the grant by the
Company of any right to use any Trademark, including, without limitation, any
thereof referred to in Schedule B
hereto.

     

    “Trade Secrets” shall
mean common law and statutory trade secrets and all other confidential or
proprietary or useful information and all know-how obtained by or used in or
contemplated at any time for use in the business of the Company (all of the
foregoing being collectively called a “Trade Secret”),
whether or not such Trade Secret has been reduced to a writing or other tangible
form, including all documents and things embodying, incorporating or referring
in any way to such Trade Secret, all Trade Secret licenses, including each Trade
Secret license referred to in Schedule B hereto,
and including the right to sue for and to enjoin and to collect damages for the
actual or threatened misappropriation of any Trade Secret and for the breach or
enforcement of any such Trade Secret license.

     

    2.           Grant of Security
Interest.  In accordance with Section 3(m) of the Security
Agreement, to secure the complete and timely payment, performance and discharge
in full, as the case may be, of all of the Obligations, the Company hereby,
unconditionally and irrevocably, pledges, grants and hypothecates to the Secured
Party, a continuing security interest in, a continuing first lien upon, an
unqualified right to possession and disposition of and a right of
set-off against, in each case to the fullest extent permitted by law, all of the
Company’s right, title and interest of whatsoever kind and nature in and to the
Intellectual Property (the “Security
Interest”).

     

     

    
      
        
        

      

      
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    3.           Representations and
Warranties.  The Company hereby represents and warrants, and
covenants and agrees with, the Secured Party as follows:

     

    (a)           The
Company has the requisite corporate power and authority to enter into this
Agreement and otherwise to carry out its obligations thereunder.  The
execution, delivery and performance by the Company of this Agreement and the
filings contemplated therein have been duly authorized by all necessary action
on the part of the Company and no further action is required by the
Company.  This Agreement constitutes a legal, valid and binding
obligation of the Company enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditor’s rights
generally.

     

    (b)           The
Company represents and warrants that it has no place of business or offices
where its respective books of account and records are kept (other than
temporarily at the offices of its attorneys or accountants) or places where the
Intellectual Property is stored or located, except as set forth on Schedule A attached
hereto;

     

    (c)           The
Company is the sole owner of the Intellectual Property (except for non-exclusive
licenses granted by the Company in the ordinary course of business), free and
clear of any liens, security interests, encumbrances, rights or claims, and is
fully authorized to grant the Security Interest in and to pledge the
Intellectual Property.  There is not on file in any governmental or
regulatory authority, agency or recording office an effective financing
statement, security agreement, license or transfer or any notice of any of the
foregoing (other than those that have been filed in favor of the Secured Party
pursuant to this Agreement) covering or affecting any of the Intellectual
Property.  So long as this Agreement shall be in effect, the Company
shall not execute and shall not knowingly permit to be on file in any such
office or agency any such financing statement or other document or instrument
(except to the extent filed or recorded in favor of the Secured Party pursuant
to the terms of this Agreement), except for a financing statement covering
assets acquired by the Company after the date hereof, provided that the value of
the Intellectual Property covered by this Agreement along with the Collateral
(as defined in the Security Agreement) is equal to at least 150% of the
Obligations.

     

    (d)           The
Company shall at all times maintain its books of account and records relating to
the Intellectual Property at its principal place of business and its
Intellectual Property at the locations set forth on Schedule A attached
hereto and may not relocate such books of account and records unless it delivers
to the Secured Party at least 30 days prior to such relocation (i) written
notice of such relocation and the new location thereof (which must be within the
United States) and (ii) evidence that the necessary documents have been
filed and recorded and other steps have been taken to perfect the Security
Interest to create in favor of the Secured Party valid, perfected and continuing
first priority liens in the Intellectual Property to the extent they can be
perfected through such filings.

     


    
      
         


      

      
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    (e)           This
Agreement creates in favor of the Secured Party a valid security interest in the
Intellectual Property securing the payment and performance of the Obligations
and, upon making the filings required hereunder, a perfected first priority
security interest in such Intellectual Property to the extent that it can be
perfected through such filings.

     

    (f)           
Upon request of the Secured Party, the Company shall execute and deliver any and
all agreements, instruments, documents, and papers as the Secured Party may
request to evidence the Secured Party’s security interest in the Intellectual
Property and the goodwill and general intangibles of the Company relating
thereto or represented thereby, and the Company hereby appoints the Secured
Party its attorney-in-fact to execute and file all such writings for the
foregoing purposes, all acts of such attorney being hereby ratified and
confirmed; such power being coupled with an interest is irrevocable until the
Obligations have been fully satisfied and are paid in full.

     

    (g)           The
execution, delivery and performance of this Agreement does not conflict with or
cause a breach or default, or an event that with or without the passage of time
or notice, shall constitute a breach or default, under any agreement to which
the Company is a party or by which the Company is bound.  No consent
(including, without limitation, from stock holders or creditors of the Company)
is required for the Company to enter into and perform its obligations
hereunder.

     

    (h)           The
Company shall at all times maintain the liens and Security Interest provided for
hereunder as valid and perfected first priority liens and security interests in
the Intellectual Property to the extent they can be perfected by filing in favor
of the Secured Party until this Agreement and the Security Interest hereunder
shall terminate pursuant to Section 11.  The Company hereby agrees to
defend the same against any and all persons.  The Company shall
safeguard and protect all Intellectual Property for the account of the Secured
Party.  Without limiting the generality of the foregoing, the Company
shall pay all fees, taxes and other amounts necessary to maintain the
Intellectual Property and the Security Interest hereunder, and the Company shall
obtain and furnish to the Secured Party from time to time, upon demand, such
releases and/or subordinations of claims and liens which may be required to
maintain the priority of the Security Interest hereunder.

     

    (i)           Except
for the transfer or granting of an exclusive license of Intellectual Property
owned by Camelot Film Group, Inc, the Company will not transfer, pledge,
hypothecate, encumber, license (except for non-exclusive licenses granted by the
Company in the ordinary course of business), sell or otherwise dispose of any of
the Intellectual Property without the prior written consent of the Secured
Party.

     

    (j)           The
Company shall, within ten (10) days of obtaining knowledge thereof, advise the
Secured Party promptly, in sufficient detail, of any substantial change in the
Intellectual Property, and of the occurrence of any event which would have a
material adverse effect on the value of the Intellectual Property or on the
Secured Party’s security interest therein.

     

    (k)           The
Company shall permit the Secured Party and its representatives and agents to
inspect the Intellectual Property at any time and to make copies of records
pertaining to the Intellectual Property as may be requested by the Secured Party
from time to time.

     

     

    
      
        
        

      

      
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    (l)      
     The Company will take all steps reasonably
necessary to diligently pursue and seek to preserve, enforce and collect any
rights, claims, causes of action and accounts receivable in respect of the
Intellectual Property.

     

    (m)           The
Company shall promptly notify the Secured Party in sufficient detail upon
becoming aware of any attachment, garnishment, execution or other legal process
levied against any Intellectual Property and of any other information received
by the Company that may materially affect the value of the Intellectual
Property, the Security Interest or the rights and remedies of the Secured Party
hereunder.

     

    (n)           All
information heretofore, herein or hereafter supplied to the Secured Party by or
on behalf of the Company with respect to the Intellectual Property is accurate
and complete in all material respects as of the date furnished.

     

    (o)       
    Schedule A attached
hereto contains a list of all of the subsidiaries of Company.

     

    (p)       
    Schedule B attached
hereto includes all Licenses, and all Patents and Patent Licenses, if any, owned
by the Company in its own name as of the date hereof.  Schedule B hereto
includes all Trademarks and Trademark Licenses, if any, owned by the Company in
its own name as of the date hereof.  Schedule B hereto
includes all Copyrights and Copyright Licenses, if any, owned by the Company in
its own name as of the date hereof.  Schedule B hereto
includes all Trade Secrets and Trade Secret Licenses, if any, owned by the
Company as of the date hereof.  To the best of the Company’s
knowledge, each License, Patent, Trademark, Copyright and Trade Secret is valid,
subsisting, unexpired, enforceable and has not been abandoned.  Except
as set forth in Schedule B, none of
such Licenses, Patents, Trademarks, Copyrights and Trade Secrets is the subject
of any licensing or franchise agreement.  To the best of the Company’s
knowledge, no holding, decision or judgment has been rendered by any
Governmental Body which would limit, cancel or question the validity of any
License, Patent, Trademark, Copyright and Trade Secrets.  No action or
proceeding is pending (i) seeking to limit, cancel or question the validity of
any License, Patent, Trademark, Copyright or Trade Secret, or (ii) which, if
adversely determined, would have a material adverse effect on the value of any
License, Patent, Trademark, Copyright or Trade Secret.  The Company
has used and will continue to use for the duration of this Agreement, proper
statutory notice in connection with its use of the Patents, Trademarks and
Copyrights and consistent standards of quality in products leased or sold under
the Patents, Trademarks and Copyrights.

     

    (q)           With
respect to any Intellectual Property:

     

    
      	
               
      

            	
              (i)

            	
              such
      Intellectual Property is subsisting and has not been adjudged invalid or
      unenforceable, in whole or in part;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              such
      Intellectual Property is valid and
enforceable;

            


    

     


    
      
         


      

      
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              (iii)

            	
              the
      Company has made all necessary filings and recordations to protect its
      interest in such Intellectual Property, including, without limitation,
      recordations of all of its interests in the Patents, Patent Licenses,
      Trademarks and Trademark Licenses in the United States Patent and
      Trademark Office and in corresponding offices throughout the world and its
      claims to the Copyrights and Copyright Licenses in the United States
      Copyright Office and in corresponding offices throughout the
      world;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              other
      than as set forth in Schedule B, the
      Company is the exclusive owner of the entire and unencumbered right, title
      and interest in and to such Intellectual Property and no claim has been
      made that the use of such Intellectual Property infringes on the asserted
      rights of any third party; and

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Company has performed and will continue to perform all acts and has paid
      all required fees and taxes to maintain each and every item of
      Intellectual Property in full force and effect throughout the world, as
      applicable.

            


    

     

    (r)       
    Except with respect to any Trademark or Copyright that
the Company shall reasonably determine is of negligible economic value to the
Company, the Company shall:

     

    (i)           maintain
each Trademark and Copyright in full force free from any claim of abandonment
for non-use, maintain as in the past the quality of products and services
offered under such Trademark or Copyright;  employ such Trademark or
Copyright with the appropriate notice of registration; not adopt or use any mark
which is confusingly similar or a colorable imitation of such Trademark or
Copyright unless the Secured Party shall obtain a perfected security interest in
such mark pursuant to this Agreement; and not (and not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby any
Trademark or Copyright may become invalidated;

     

    (ii)          not,
except with respect to any Patent that it shall reasonably determine is of
negligible economic value to it, do any act, or omit to do any act, whereby any
Patent may become abandoned or dedicated; and

     

    (iii)         notify
the Secured Party immediately if it knows, or has reason to know, that any
application or registration relating to any Patent, Trademark or Copyright may
become abandoned or dedicated, or of any adverse determination or development
(including, without limitation, the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office,
United States Copyright Office or any court or tribunal in any country)
regarding its ownership
of any Patent, Trademark or Copyright or its right to register the same or to
keep and maintain the same.

     

    
      
        
        

      

      
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    (s)          
 Whenever the Company, either by itself or through any agent, employee,
licensee or designee, shall file an application for the registration of any
Patent, Trademark or Copyright with the United States Patent and Trademark
Office, United States Copyright Office or any similar office or agency in any
other country or any political subdivision thereof or acquire rights to any new
Patent, Trademark or Copyright whether or not registered, report such filing to
the Secured Party within five business days after the last day of the fiscal
quarter in which such filing occurs.

     

    (t)     
      The Company shall take all reasonable and
necessary steps, including, without limitation, in any proceeding before the
United States Patent and Trademark Office, United States Copyright Office or any
similar office or agency in any other country or any political subdivision
thereof, to maintain and pursue each application (and to obtain the relevant
registration) and to maintain each registration of the Patents, Trademarks and
Copyrights, including, without limitation, filing of applications for renewal,
affidavits of use and affidavits of incontestability.

     

    (u)   
        In the event that any Patent,
Trademark or Copyright included in the Intellectual Property is infringed,
misappropriated or diluted by a third party, promptly notify the Secured Party
after it learns thereof and shall, unless it shall reasonably determine that
such Patent, Trademark or Copyright is of negligible economic value to it, which
determination it shall promptly report to the Secured Party, promptly sue for
infringement, misappropriation or dilution, to seek injunctive relief where
appropriate and to recover any and all damages for such infringement,
misappropriation or dilution, or take such other actions as it shall reasonably
deem appropriate under the circumstances to protect such Patent, Trademark or
Copyright.  If the Company lacks the financial resources to comply
with this Section 3(t), the Company shall so notify the Secured Party and shall
cooperate fully with any enforcement action undertaken by the Secured Party on
behalf of the Company.

     

    4.           Defaults.  The
following events shall be “Events of
Default”:

     

    (a)           The
occurrence of an Event of Default (as defined in the Notes) under the
Notes;

     

    (b)           Any
representation or warranty of the Company in this Agreement or in the Security
Agreement shall prove to have been incorrect in any material respect when
made;

     

    (c)           The
failure by the Company to observe or perform any of its obligations hereunder or
in the Security Agreement for ten (10) days after receipt by the Company of
notice of such failure from the Secured Party; and

     

    (d)           Any
breach of, or default under, the Warrants.

     

    5.           Duty To Hold In
Trust.  Upon the occurrence of any Event of Default that has
not been cured as provided for herein and in other agreements related to this
transaction and at any
time thereafter, the Company shall, upon receipt by it of any revenue, income or
other sums subject to the Security Interest, whether payable pursuant to the
Notes or otherwise, or of any check, draft, note, trade acceptance or other
instrument evidencing an obligation to pay any such sum, hold the same in trust
for the Secured Party and shall forthwith endorse and transfer any such sums or
instruments, or both, to the Secured Party for application to the satisfaction
of the Obligations.

     

    
      
        
        

      

      
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    6.           Rights and Remedies Upon
Default.  Upon occurrence of any Event of Default that has not
been cured as provided for herein and in other agreements related to this
transaction and at any time thereafter, the Secured Party shall have the right
to exercise all of the remedies conferred hereunder and under the Notes, and the
Secured Party shall have all the rights and remedies of a secured party under
the UCC and/or any other applicable law (including the Uniform Commercial Code
of any jurisdiction in which any Intellectual Property is then
located).  Without limitation, the Secured Party shall have the
following rights and powers:

     

    (a)           The
Secured Party shall have the right to take possession of the Intellectual
Property and, for that purpose, enter, with the aid and assistance of any
person, any premises where the Intellectual Property, or any part thereof, is or
may be placed and remove the same, and the Company shall assemble the
Intellectual Property and make it available to the Secured Party at places which
the Secured Party shall reasonably select, whether at the Company’s premises or
elsewhere, and make available to the Secured Party, without rent, all of the
Company’s respective premises and facilities for the purpose of the Secured
Party taking possession of, removing or putting the Intellectual Property in
saleable or disposable form.

     

    (b)           The
Secured Party shall have the right to operate the business of the Company using
the Intellectual Property and shall have the right to assign, sell, lease or
otherwise dispose of and deliver all or any part of the Intellectual Property,
at public or private sale or otherwise, either with or without special
conditions or stipulations, for cash or on credit or for future delivery, in
such parcel or parcels and at such time or times and at such place or places,
and upon such terms and conditions as the Secured Party may deem commercially
reasonable, all without (except as shall be required by applicable statute and
cannot be waived) advertisement or demand upon or notice to the Company or right
of redemption of the Company, which are hereby expressly waived.  Upon
each such sale, lease, assignment or other transfer of Intellectual Property,
the Secured Party may, unless prohibited by applicable law which cannot be
waived, purchase all or any part of the Intellectual Property being sold, free
from and discharged of all trusts, claims, right of redemption and equities of
the Company, which are hereby waived and released.

     

    7.           Applications of
Proceeds.  The proceeds of any such sale, lease or other
disposition of the Intellectual Property hereunder shall be applied first, to
the expenses of retaking, holding, storing, processing and preparing for sale,
selling, and the like (including, without limitation, any taxes, fees and other
costs incurred in connection therewith) of the Intellectual Property, to the
reasonable attorneys’ fees and expenses incurred by the Secured Party in
enforcing its rights hereunder and in connection with collecting, storing and
disposing of the Intellectual Property, and then to satisfaction of the
Obligations, and to the payment of any other amounts required by applicable law,
after which the Secured Party shall pay to the Company any surplus
proceeds.  If, upon the sale, license or other disposition of the
Intellectual Property,
the proceeds thereof are insufficient to pay all amounts to which the Secured
Party is legally entitled, the Company will be liable for the deficiency,
together with interest thereon, at the rate of 15% per annum (the “Default Rate”), and
the reasonable fees of any attorneys employed by the Secured Party to collect
such deficiency.  To the extent permitted by applicable law, the
Company waives all claims, damages and demands against the Secured Party arising
out of the repossession, removal, retention or sale of the Intellectual
Property, unless due to the gross negligence or willful misconduct of the
Secured Party.

     

     

    
      
        
        

      

      
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    8.           Costs and
Expenses.  The Company agrees to pay all out-of-pocket fees,
costs and expenses incurred in connection with any filing required hereunder,
including without limitation, any financing statements, continuation statements,
partial releases and/or termination statements related thereto or any expenses
of any searches reasonably required by the Secured Party.  The Company
shall also pay all other claims and charges which in the reasonable opinion of
the Secured Party might prejudice, imperil or otherwise affect the Intellectual
Property or the Security Interest therein.  The Company will also,
upon demand, pay to the Secured Party the amount of any and all reasonable
expenses, including the reasonable fees and expenses of its counsel and of any
experts and agents, which the Secured Party may incur in connection with (i) the
enforcement of this Agreement, (ii) the custody or preservation of, or the sale
of, collection from, or other realization upon, any of the Intellectual
Property, or (iii) the exercise or enforcement of any of the rights of the
Secured Party under the Notes. Until so paid, any fees payable hereunder shall
be added to the principal amount of the Notes and shall bear interest at the
Default Rate.

     

    9.           Responsibility for
Intellectual Property.  The Company assumes all liabilities and
responsibility in connection with all Intellectual Property, and the obligations
of the Company hereunder or under the Notes and the Warrants shall in no way be
affected or diminished by reason of the loss, destruction, damage or theft of
any of the Intellectual Property or its unavailability for any
reason.

     

    10.          Security Interest
Absolute.  All rights of the Secured Party and all Obligations
of the Company hereunder, shall be absolute and unconditional, irrespective of:
(a) any lack of validity or enforceability of this Agreement, the Notes, the
Warrants or any agreement entered into in connection with the foregoing, or any
portion hereof or thereof; (b) any change in the time, manner or place of
payment or performance of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from the Notes, the Warrants  or any other agreement entered into in
connection with the foregoing; (c) any exchange, release or nonperfection of any
of the Intellectual Property, or any release or amendment or waiver of or
consent to departure from any other Intellectual Property for, or any guaranty,
or any other security, for all or any of the Obligations; (d) any action by the
Secured Party to obtain, adjust, settle and cancel in its sole discretion any
insurance claims or matters made or arising in connection with the Intellectual
Property; or (e) any other circumstance which might otherwise constitute any
legal or equitable defense available to the Company, or a discharge of all or
any part of the Security Interest granted hereby.  Until the
Obligations shall have been paid and performed in full, the rights of the
Secured Party shall continue even if the Obligations are barred for any reason,
including, without limitation, the running of the statute of limitations or
bankruptcy.  The Company expressly waives presentment, protest, notice
of protest, demand, notice of nonpayment and demand for performance. In the
event
that at any time any transfer of any Intellectual Property or any payment
received by the Secured Party hereunder shall be deemed by final order of a
court of competent jurisdiction to have been a voidable preference or fraudulent
conveyance under the bankruptcy or insolvency laws of the United States, or
shall be deemed to be otherwise due to any party other than the Secured Party,
then, in any such event, the Company’s obligations hereunder shall survive
cancellation of this Agreement, and shall not be discharged or satisfied by any
prior payment thereof and/or cancellation of this Agreement, but shall remain a
valid and binding obligation enforceable in accordance with the terms and
provisions hereof.  The Company waives all right to require the
Secured Party to proceed against any other person or to apply any Intellectual
Property which the Secured Party may hold at any time, or to marshal assets, or
to pursue any other remedy.  The Company waives any defense arising by
reason of the application of the statute of limitations to any obligation
secured hereby.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    11.           Term of
Agreement.  This Agreement and the Security Interest shall
terminate on the date on which all payments under the Notes have been made in
full and all other Obligations have been paid or discharged.  Upon
such termination, the Secured Party, at the request and at the expense of the
Company, will join in executing any termination statement with respect to any
financing statement executed and filed pursuant to this Agreement.

     

    12.           Power of Attorney; Further
Assurances.

     

    (a)           The
Company authorizes the Secured Party, and does hereby make, constitute and
appoint it, and its respective officers, agents, successors or assigns with full
power of substitution, as the Company’s true and lawful attorney-in-fact, with
power, in its own name or in the name of the Company, to, after the occurrence
and during the continuance of an Event of Default that has not been cured as
provided for herein and in other agreements related to this transaction, (i)
endorse any notes, checks, drafts, money orders, or other instruments of payment
(including payments payable under or in respect of any policy of insurance) in
respect of the Intellectual Property that may come into possession of the
Secured Party; (ii) to sign and endorse any UCC financing statement or any
invoice, freight or express bill, bill of lading, storage or warehouse receipts,
drafts against debtors, assignments, verifications and notices in connection
with accounts, and other documents relating to the Intellectual Property; (iii)
to pay or discharge taxes, liens, security interests or other encumbrances at
any time levied or placed on or threatened against the Intellectual Property;
(iv) to demand, collect, receipt for, compromise, settle and sue for monies due
in respect of the Intellectual Property; and (v) generally, to do, at the option
of the Secured Party, and at the Company’s expense, at any time, or from time to
time, all acts and things which the Secured Party deems necessary to protect,
preserve and realize upon the Intellectual Property and the Security Interest
granted therein in order to effect the intent of this Agreement, the Notes and
the Warrants, all as fully and effectually as the Company might or could do; and
the Company hereby ratifies all that said attorney shall lawfully do or cause to
be done by virtue hereof.  This power of attorney is coupled with an
interest and shall be irrevocable for the term of this Agreement and thereafter
as long as any of the Obligations shall be outstanding.

     

    (b)           On
a continuing basis, the Company will make, execute, acknowledge, deliver, file
and record, as the case may be, in the proper filing and recording places in any
jurisdiction, including, without limitation, the jurisdictions indicated on
Schedule
C, attached hereto,
all such instruments, and take all such action as may reasonably be deemed
necessary or advisable, or as reasonably requested by the Secured Party, to
perfect the Security Interest granted hereunder and otherwise to carry out the
intent and purposes of this Agreement, or for assuring and confirming to the
Secured Party the grant or perfection of a security interest in all the
Intellectual Property.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (c)           After
the occurrence and during the continuance of an Event of Default that has not
been cured as provided for herein and in other agreements related to this
transaction, the Company hereby irrevocably appoints the Secured Party as the
Company’s attorney-in-fact, with full authority in the place and stead of the
Company and in the name of the Company, from time to time in the Secured Party’s
discretion, to take any action and to execute any instrument which the Secured
Party may deem necessary or advisable to accomplish the purposes of this
Agreement, including the filing, in its sole discretion, of one or more
financing or continuation statements and amendments thereto, relative to any of
the Intellectual Property without the signature of the Company where permitted
by law.

     

    13.         Notices.  All
notices, requests, demands and other communications hereunder shall be in
writing, with copies to all the other parties hereto, and shall be deemed to
have been duly given when (i) if delivered by hand, upon receipt, (ii) if sent
by facsimile, upon receipt of proof of sending thereof, (iii) if sent by
nationally recognized overnight delivery service (receipt requested), the next
business day or (iv) if mailed by first-class registered or certified mail,
return receipt requested, postage prepaid, four days after posting in the U.S.
mails, in each case if delivered to the following addresses:

     

    
      	
              If
      to the Company:   

              (Including Subsidiaries) 

            	
              Camelot
      Entertainment Group, Inc.

              130 Vantis, Suite 140

              Aliso
      Viejo, CA 92656

              Attention:
      Robert P. Atwell

              Telephone:
      (949) 334-2950

              Facsimile:  (949)
      334-2951

            


    

    
       

    

    
      	
              With
      copies to:

            	
              Astor
      Weiss Kaplan & Mandel, LLP

              The
      Bellevue, 6th Floor

              200
      South Broad Street

              Philadelphia,
      PA  19102

              Attention:
      Christopher P. Flannery

              Telephone:
      (215) 893-4594

              Facsimile:  (215)
      400-2222

            


    

    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
              If
      to the Secured Party:  

            	
              New
      Millennium Capital Partners II, LLC 

                1044
      Northern Boulevard

                Suite
      302

                Roslyn,
      New York 11576

                Attention:  Corey
      Ribotsky

                Facsimile:  516-739-7115

              

            


    

     

    
      
        	
                If
      to the Secured Party:  

              	
                

                  Ballard
      Spahr Andrews & Ingersoll, LLP

                  735 Market Street,
      51st
      Floor

                  Philadelphia,
      Pennsylvania  19103

                  Attention:  Gerald
      J. Guarcini, Esquire

                  Facsimile:  215-864-8999

                

              


      

       

    

     

    14.           Other
Security.  To the extent that the Obligations are now or
hereafter secured by property other than the Intellectual Property or by the
guarantee, endorsement or property of any other person, firm, corporation or
other entity, then the Secured Party shall have the right, in its sole
discretion, to pursue, relinquish, subordinate, modify or take any other action
with respect thereto, without in any way modifying or affecting any of the
Secured Party’s rights and remedies hereunder.

     

    15.           Miscellaneous.

     

    (a)           No
course of dealing between the Company and the Secured Party, nor any failure to
exercise, nor any delay in exercising, on the part of the Secured Party, any
right, power or privilege hereunder or under the Notes shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.

     

    (b)           All
of the rights and remedies of the Secured Party with respect to the Intellectual
Property, whether established hereby or by the Notes or by any other agreements,
instruments or documents or by law shall be cumulative and may be exercised
singly or concurrently.

     

    (c)           This
Agreement and the Security Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and is intended to supersede
all prior negotiations, understandings and agreements with respect
thereto.  Except as specifically set forth in this Agreement, no
provision of this Agreement may be modified or amended except by a written
agreement specifically referring to this Agreement and signed by the parties
hereto.

     

    (d)           In
the event that any provision of this Agreement is held to be invalid, prohibited
or unenforceable in any jurisdiction for any reason, unless such provision is
narrowed by judicial construction, this Agreement shall, as to such
jurisdiction, be construed as if such invalid, prohibited or unenforceable
provision had been more narrowly drawn so as not to be invalid, prohibited or
unenforceable.  If, notwithstanding the foregoing, any provision of
this Agreement
is held to be invalid, prohibited or unenforceable in any jurisdiction, such
provision, as to such jurisdiction, shall be ineffective to the extent of such
invalidity, prohibition or unenforceability without invalidating the remaining
portion of such provision or the other provisions of this Agreement and without
affecting the validity or enforceability of such provision or the other
provisions of this Agreement in any other jurisdiction.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (e)           No
waiver of any breach or default or any right under this Agreement shall be
considered valid unless in writing and signed by the party giving such waiver,
and no such waiver shall be deemed a waiver of any subsequent breach or default
or right, whether of the same or similar nature or otherwise.

     

    (f)           This
Agreement shall be binding upon and inure to the benefit of each party hereto
and its successors and assigns.

     

    (g)           Each
party shall take such further action and execute and deliver such further
documents as may be necessary or appropriate in order to carry out the
provisions and purposes of this Agreement.

     

    (h)           This
Agreement shall be construed in accordance with the laws of the State of New
York, except to the extent the validity, perfection or enforcement of a security
interest hereunder in respect of any particular Intellectual Property which are
governed by a jurisdiction other than the State of New York in which case such
law shall govern.  Each of the parties hereto irrevocably submit to
the exclusive jurisdiction of any New York State or United States Federal court
sitting in Manhattan county over any action or proceeding arising out of or
relating to this Agreement, and the parties hereto hereby irrevocably agree that
all claims in respect of such action or proceeding may be heard and determined
in such New York State or Federal court.  The parties hereto agree
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.  The parties hereto further waive any
objection to venue in the State of New York and any objection to an action or
proceeding in the State of New York on the basis of forum non
conveniens.

     

    (i)           EACH
PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL
ENCOMPASSING OF ANY DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO
THE SUBJECT MATER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS
A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH PARTY HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND
THAT EACH PARTY WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
DEALINGS. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS
WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY HAS KNOWINGLY
AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL FOLLOWING SUCH
CONSULTATION.  THIS WAIVER IS IRREVOCABLE, MEANING THAT,
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.  IN THE
EVENT OF A LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (j)       
    This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same
Agreement.  In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

     

    


     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

     

     

     

     

     

     

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on the day and year first above written.

     

     

     

    
      
        	 	COMPANY	 
	 	 	 
	 	CAMELOT ENTERTAINMENT GROUP,
      INC.	 
	 	And on behalf of all of the
      Subsidiaries	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/  
      Robert P. Atwell	 
	 	 	Robert
      P. Atwell	 
	 	 	Chief
      Executive Officer	 
	 	 	 	 


      

    

     

    
      	 	

              SECURED
      PARTY:

            	 
	 	 	 
	 	

              NEW
      MILLENNIUM CAPITAL PARTNERS II, LLC

            	 
	 	

              By:  First
      Street Manager II, LLC

            	 
	 	 	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/  
      Corey S. Ribotsky	 
	 	 	Corey
      S. Ribotsky	 
	 	 	Manager	 
	 	 	 	 


    

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    Principal Place of Business
of the Company:

     

    130
Vantis

     

    Suite
140

     

    Aliso
Viejo, CA 92656

     

    Locations Where Intellectual
Property is Located or Stored:

     

    Principal Place of
Business

     

    List of Subsidiaries of the
Company:


    
      
        	
                 Camelot
      Film Group, Inc.  

              	
                (1)

              	
                 NV

              
	
                 Camelot
      Studio Group, Inc.      

              	
                (2)

              	
                 NV

              
	
                 Camelot
      Production Services Group,
    Inc.     

              	 
      	
                 NV

              
	
                 Camelot
      Development Group, LLC.  

              	
                (3)

              	
                 NV

              
	
                 Camelot
      Distribution Group, Inc.     

              	
                (4)

              	
                 NV

              
	
                 Camelot
      Features, Inc.   

              	
                (5)

              	
                 NV

              
	
                 Camelot
      Films, Inc.  

              	
                (6)

              	
                 CA,
      DE, NV

              
	
                 Camelot
      Technologies, Inc.      

              	 
      	
                 NV

              
	
                 Capital
      Arts Enterprises, Inc.    

              	
                (7)

              	
                 CA

              
	
                 Capital
      Arts International, Inc.   

              	
                (8)

              	
                 CA

              
	
                 Dstage.com,
      Inc.       

              	 
      	
                 DE

              
	
                 Ferris
      Wheel Films, Inc.      

              	
                (9)

              	
                 CA,
      NV

              
	
                 Latin
      Ladies, LLC.     

              	
                (10)

              	
                 NV

              
	
                 Pioneer
      Entertainment, LLC.     

              	
                (11)

              	
                 NV

              
	
                 Camelot
      Urban Entertainment, Inc. 

              	
                (12)

              	
                 NV

              


      

       

      


      Notes:

      


      (1)           Exempt
from this Agreement

      (2)           Exempt
from this Agreement

      (3)           A
subsidiary of Camelot Studio Group

      (4)           A
subsidiary of Camelot Film Group

      (5)           A
subsidiary of Camelot Film Group

      (6)           A
subsidiary of Camelot Film Group

      (7)           A
subsidiary of Camelot Film Group

      (8)           A
subsidiary of Camelot Film Group

      (9)           A
subsidiary of Camelot Film Group

      (10)         A
subsidiary of Camelot Film Group

      (11)         A
subsidiary of Camelot Film Group

      (12)         A
subsidiary of Camelot Film Group

      


    

    
      
         


      

      
        S-1

        
          

        

      

      
         


      

    


    SCHEDULE
B

     

    


    A.           Licenses, Patents and Patent
Licenses

    
    

     

    
      	Patent	
               Application
      or Registration No.

            	
              Country

            	
              Registration
      or

              Filing Date

            


    

     

    


    


    B.           Trademarks and Trademark
Licenses (1)

     

    
      	Patent	
               Application
      or Registration No.

            	
              Country

            	
              Registration
      or

              Filing Date

            
	 	 	 	 
	Camelot
      Films, Inc	
              3297216

            	
              U.S.

            	
              9/25/2007

            
	Dstage.com	
              2636339

            	 	
              10/15/2002

            


    

    


     

    C.           Copyrights and Copyright
Licenses

     

    
      	Patent	
               Application
      or Registration No.

            	
              Country

            	
              Registration
      or

              Filing Date

            


    

     

     

    D.           Trade Secrets and Trade
Secret Licenses

     

    
      	Patent	
               Application
      or Registration No.

            	
              Country

            	
              Registration
      or

              Filing Date

            


    

     

    


    Notes:

    


    (1)           Camelot Films® trademark is owned
by Robert P. Atwell. Dstage® trademark is owned by Camelot Entertainment Group,
Inc. through its subsidiary, Dstage.com, Inc.

     

     

    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
C

    


    


    Jurisdictions:

     

    Delaware

    


    California

    


    Nevada

    


     

    
 


    
      
         


      

      
        S-3

        
          

        

      

      
         


      

    


    SCHEDULE
3(A)

    SUBSIDIARIES
OF THE COMPANY

     

    
 

    
      
        	
                 Camelot
      Film Group, Inc.  

              	
                (1)

              	
                 NV

              
	
                 Camelot
      Studio Group, Inc.      

              	
                (2)

              	
                 NV

              
	
                 Camelot
      Production Services Group,
    Inc.     

              	 
      	
                 NV

              
	
                 Camelot
      Development Group, LLC.  

              	
                (3)

              	
                 NV

              
	
                 Camelot
      Distribution Group, Inc.     

              	
                (4)

              	
                 NV

              
	
                 Camelot
      Features, Inc.   

              	
                (5)

              	
                 NV

              
	
                 Camelot
      Films, Inc.  

              	
                (6)

              	
                 CA,
      DE, NV

              
	
                 Camelot
      Technologies, Inc.      

              	 
      	
                 NV

              
	
                 Capital
      Arts Enterprises, Inc.    

              	
                (7)

              	
                 CA

              
	
                 Capital
      Arts International, Inc.   

              	
                (8)

              	
                 CA

              
	
                 Dstage.com,
      Inc.       

              	 
      	
                 DE

              
	
                 Ferris
      Wheel Films, Inc.      

              	
                (9)

              	
                 CA,
      NV

              
	
                 Latin
      Ladies, LLC.     

              	
                (10)

              	
                 NV

              
	
                 Pioneer
      Entertainment, LLC.     

              	
                (11)

              	
                 NV

              
	
                 Camelot
      Urban Entertainment, Inc. 

              	
                (12)

              	
                 NV

              


      

       

      


      Notes:

      


      (1)           Exempt
from this Agreement

      (2)           Exempt
from this Agreement

      (3)           A
subsidiary of Camelot Studio Group

      (4)           A
subsidiary of Camelot Film Group

      (5)           A
subsidiary of Camelot Film Group

      (6)           A
subsidiary of Camelot Film Group

      (7)           A
subsidiary of Camelot Film Group

      (8)           A
subsidiary of Camelot Film Group

      (9)           A
subsidiary of Camelot Film Group

      (10)         A
subsidiary of Camelot Film Group

      (11)         A
subsidiary of Camelot Film Group

      (12)         A
subsidiary of Camelot Film Group

    

     

     

     

     

     

      S-4