Unassociated Document


    Exhibit
      10.7

     

     

    PLEDGE
      AND SECURITY AGREEMENT

    


    


    1.           Identification.

    


    This
      Pledge and Security Agreement (the "Agreement"), dated as of July 19__, 2007,
      is
      entered into by and between Global Realty Development Corporation, a Delaware
      corporation (“Debtor”), and Gary Pollack, P.A., as collateral agent acting in
      the manner and to the extent described in the Collateral Agent Agreement defined
      below (the "Collateral Agent"), for the benefit of the parties identified on
      Schedule A hereto (collectively, the "Lenders").

    


    2.           Recitals.

    


    2.1           This
      Agreement is being entered into in connection with up to a $6,000,000 loan
      to
      Debtor (the “Loan”).

    


    2.2           The
      Loan is evidenced by certain 12% senior promissory notes (each a “Note” and
      collectively, the "Notes") issued by Debtor pursuant to a Note and Warrant
      Purchase Agreement (“Purchase Agreement”) dated July __, 2007.  The
      Notes are further identified on Schedule A hereto and were and will be
      executed by Debtor for the benefit of each Lender thereof.

    


    2.3           In
      consideration of the Loan made by Lenders to Debtor and for other good and
      valuable consideration, and as security for the performance by Debtor of its
      obligations under the Notes and as security for the repayment of the Loan and
      all other sums due from Debtor to Lenders arising under the Notes (collectively,
      the “Obligations”), Debtor, for good and valuable consideration, receipt of
      which is acknowledged, has agreed to pledge and grant to the Collateral Agent,
      for the benefit of the Lenders, a security interest in the Collateral (as such
      term is hereinafter defined), on the terms and conditions hereinafter set
      forth.

    


    2.4           The
      Lenders have appointed Gary Pollack, P.A. as Collateral Agent pursuant to that
      certain Collateral Agent Agreement dated July 19__, 2007 (“Collateral Agent
      Agreement”), among the Lenders and Collateral Agent.

    


    2.5           Terms
      used but not otherwise defined in this Agreement that are defined in Article
      9
      of the UCC shall have the respective meanings given such terms in Article 9
      of
      the UCC.  “UCC” means the Uniform Commercial Code as in effect on the
      date hereof in the State of Florida, provided that if by reason of
      mandatory provisions of law, the perfection or the effect of perfection or
      non-perfection of the Security Interest in the Collateral or the availability
      of
      any remedy hereunder is governed by the Uniform Commercial Code as in effect
      on
      or after the date hereof in any other jurisdiction, "UCC" means the Uniform
      Commercial Code as in effect in such other jurisdiction for purposes of the
      provisions hereof relating to such perfection or effect of perfection or
      non-perfection or availability of such remedy.

    


    3.           Grant
      of General Security Interest in Collateral.

    


    3.1  As
      security for the Obligations of Debtor, Debtor hereby grants, pledges and
      assigns to the Collateral Agent, for the benefit of the Lenders, a continuing
      security interest in the Collateral. Said security interest shall remain
      inferior to Collateral Agent’s security interest in the Collateral until his
      interest has been satisfied in full.

    


    3.2  “Collateral”
      shall mean the following property of Debtor:

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    (A)
      All
      now owned and hereafter acquired right, title and interest of Debtor in, to
      and
      in respect of on the Beach Boys memorabilia collection as described in the
      appraisal dated July 5, 2007, by Cooper Owen, attached as Exhibit I
      herein, and the subject of the Beach Boys Memorabilia Purchase Agreement dated
      February 21, 2007.

    


    3.3           The
      Collateral Agent is hereby specifically authorized, after an Event of Default
      (as defined herein) and the expiration of any applicable cure period, to
      transfer any Collateral into the name of the Collateral Agent and to take any
      and all action deemed advisable to the Collateral Agent to remove any transfer
      restrictions affecting the Collateral.

    


    4.           Perfection
      of Security Interest.

    


    Debtor
      shall deliver to the Collateral Agent a UCC-1 Financing Statement acknowledging
      Collateral Agent’s priority in the security.  The Collateral Agent is
      instructed to file the Financing Statement and other financing statements deemed
      advisable to the Collateral Agent in such jurisdictions deemed advisable to
      the
      Collateral Agent, including but not limited to Florida. The Financing Statement
      and such other financing statements are deemed to have been filed for the
      benefit of the Collateral Agent and Lenders identified on Schedule A
      hereto.

    


    5.           Further
      Action By Debtor; Covenants and Warranties.

    


    5.1           Collateral
      Agent at all times shall have a priority perfected security interest in the
      Collateral until indefeasible satisfaction in full of all of the Obligations
      to
      him.  Subject to the security interests described herein, Debtor has
      and will continue to have full title to the Collateral free from any liens,
      leases, encumbrances, judgments or other claims, other than liens existing
      on
      the date hereof.  Collateral Agent's security interest in the
      Collateral constitutes a first and indefeasible security interest in favor
      of
      Collateral Agent.  Debtor will do all acts and things, and will
      execute and file all instruments (including, but not limited to, security
      agreements, financing statements, continuation statements, etc.) reasonably
      requested by Collateral Agent to establish, maintain and continue the perfected
      security interest of Collateral Agent in the Collateral.

    


    5.2           Upon
      sale of any or all of the Collateral, the net proceeds from such sale (the
“Net
      Proceeds”) shall be applied against the Obligations pro rata among the Lenders
      in proportion to their respective interests in the Obligations.  Net
      Proceeds shall be equal to the sale price less any transaction, commission
      or
      brokerage fees associated with the sale.  Within three (3) business
      days of any such sale, the Company shall give notice to the Collateral Agent
      of
      the amount of prepayment, accompanied by a listing of the items sold, their
      individual sale prices, and any transaction, commission or brokerage fees netted
      out of the sales proceeds.  Such prepayments shall be made to the
      Collateral Agent within the sooner of (i) thirty-five (35) days following the
      date of any such sale or (ii) 5 (five) business days of the receipt of
      payment.  The Collateral Agent shall distribute the prepayments to the
      Lenders pursuant to the terms of the Collateral Agent
      Agreement.  Accompanying such distributions of prepayments to the
      Lenders shall be a report from the Collateral Agent indicating which items
      were
      sold, the individual sales prices, and any commissions or fees, as well as
      an
      updated list of the contents of the Collateral as well as the then current
      storage locations. Any sale of the Collateral must be made on commercially
      reasonable terms to an unrelated entity.  The Collateral Agent and the
      Lenders will promptly cooperate with removal of the UCC1 in connection with
      any
      items sold pursuant to this Section 5.2. Other than sales permitted by this
      Section 5.2, Debtor will not transfer, assign or pledge items of Collateral
      (or
      allow any such items to transferred, assigned or pledged).

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

               

    


    5.3                      Debtor
      will promptly notify Collateral Agent of any levy, distraint or other seizure
      by
      legal process or otherwise of any part of the Collateral, and of any threatened
      or filed claims or proceedings that are reasonably likely to affect or impair
      any of the rights of Collateral Agent under this Security Agreement in any
      material respect.

    


    5.4                      The
      Collateral will be insured for not less than 3.3 million dollars upon initial
      disbursement from Lender to Global that has been funded to Debtor by Lenders
      by
      financially sound reputable insurers and stored in an appropriate storage
      facility designed to accommodate such materials.  If the total of
      funds disbursed to Global exceeds 3 million dollars, then the insurance coverage
      shall be  increased by Debtor  to 6.6 million
      dollars.  Collateral Agent shall be the named payee on said policy of
      insurance and shall hold the proceeds after satisfaction of any outstanding
      amounts due to Collateral Agent, as agreed to between Debtor and
      Lender.  The current storage location, and an inventory if more than
      one storage location is used, is attached to the Notes as an
      appendix.  The Collateral Agent must approve in advance and in writing
      any planned change in storage location. The Collateral currently located in
      the
      United States may not be moved to a storage facility outside of the United
      States, except for Cooper Owen in the UK.

    


    


    5.5                      In
      the case of losses or damage to the Collateral, the proceeds of such insurance
      shall first be used to satisfy any outstanding obligation remaining unpaid
      to
      Collateral Agent, then, next, against the Obligations, pro rata, among the
      Lenders in proportion to their respective interests in the
      Obligations.  Collateral Agent is hereby irrevocably (until the
      Obligations are satisfied in full) appointed Debtor’s attorney-in-fact to
      endorse any check or draft that may be payable to Debtor so that Collateral
      Agent may collect the proceeds payable for any loss under such
      insurance.

    


    5.6                      Debtor
      will, at its own expense, make, execute, endorse, acknowledge, file and/or
      deliver to the Collateral Agent from time to time such vouchers, invoices,
      schedules, confirmatory assignments, conveyances, financing statements, transfer
      endorsements, powers of attorney, certificates, reports and other reasonable
      assurances or instruments and take further steps relating to the Collateral
      and
      other property or rights covered by the security interest hereby granted, as
      the
      Collateral Agent may reasonably require to maintain the perfection of his
      security interest hereunder.

    


    5.7                      Debtor
      represents and warrants that it is the true and lawful exclusive owner of the
      Collateral, free and clear of any material liens and encumbrances, other than
      liens existing on the date hereof.

    


    5.8                      Debtor
      hereby agrees not to divest itself of any right under the Collateral except
      as
      permitted herein absent prior written approval of the Collateral
      Agent.

    


    5.9                      Debtor
      hereby issues a general corporate guaranty in favor of the Lenders on the
      Notes.

    


    6.           Power
      of Attorney.

    


    After
      the
      occurrence and during the uncured continuation of an Event of Default
      thereunder, Debtor hereby irrevocably constitutes and appoints the Collateral
      Agent as the true and lawful attorney of Debtor, with full power of
      substitution, in the place and stead of Debtor and in the name of Debtor or
      otherwise, at any time or times, in the discretion of the Collateral Agent,
      to
      take any action and to execute any instrument or document which the Collateral
      Agent may deem necessary or advisable to accomplish the purposes of this
      Agreement.  This power of attorney is coupled with an interest and is
      irrevocable until the Obligations are satisfied.  Collateral Agent
      retains the absolute right to resign from his position, without any further
      duty
      or obligation to the parties upon providing five (5) days written notice
      pursuant to the notice provisions set forth in paragraph 10.2.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    7.           Performance
      By The Collateral Agent.

    


    If
      Debtor
      fails to perform any material covenant, agreement, duty or obligation of Debtor
      under this Agreement, which failure is not cured within thirty (30) calendar
      days after receipt of written notice from Collateral Agent of such failure
      to
      perform, the Collateral Agent may, after any applicable cure period, at any
      time
      or times in its discretion, take action to effect performance of such
      obligation.

    


    8.           Event
      of Default.

    


    An
      event
      of default ("Event of Default") shall be deemed to have occurred hereunder
      upon
      the occurrence of any event of default as defined in the Notes, Purchase
      Agreement, and any other agreement to which Debtor and a Lender are
      parties.   Upon and after any Event of Default, after the
      applicable cure period, if any, any or all of the Obligations shall become
      immediately due and payable at the option of the Collateral Agent, for the
      benefit of the Lenders, and the Collateral Agent may dispose of Collateral
      as
      provided below.

    


    9.           Disposition
      of Collateral.

    


    9.1           Upon
      and after any Event of Default which is then continuing,

    


    (A)           The
      Collateral Agent may exercise its rights with respect to each and every
      component of the Collateral, without regard to the existence of any other
      security or source of payment for the Obligations.  In addition to
      other rights and remedies provided for herein or otherwise available to it,
      the
      Collateral Agent shall have all of the rights and remedies of a lender on
      default under the UCC then in effect.

    


    (B)           If
      any notice to Debtor of the sale or other disposition of Collateral is required
      by then applicable law, five (5) business days prior written notice (which
      Debtor agrees is reasonable notice within the meaning of Section 9-611(a) of
      the
      Uniform Commercial Code) to Debtor of the time and place of any sale of
      Collateral which Debtor hereby agrees may be by private sale.  The
      rights granted in this Section are in addition to any and all rights available
      to Collateral Agent under the UCC or any applicable Florida law. A Lender that
      purchases all or some of the Collateral may apply in payment therefore, the
      Lender's portion of the Obligations up to the net proceeds payable to such
      Lender from the proceeds of the sale of the Collateral.

    


    (C)           All
      proceeds received by the Collateral Agent for the benefit of the Lenders in
      respect of any sale, collection or other enforcement or disposition of
      Collateral, shall be applied against the Obligations pro rata among the Lenders
      in proportion to their interests in the Obligations.   Upon
      satisfaction in full of all Obligations, Debtor shall be entitled to the prompt
      return of all Collateral, including cash, which has not been used or applied
      toward the payment of Obligations.  To the extent allowed by law, each
      Lender may purchase the Collateral and pay for such purchase by offsetting
      any
      sums owed to such Lender by Debtor arising under the Obligations.

    


    9.2           Upon
      satisfaction in full of all Obligations, Debtor shall be entitled to the prompt
      return of all Collateral.  The Lenders and Collateral Agent shall
      cooperate with Debtor and execute any instruments or agreements reasonably
      requested by Debtor to terminate and extinguish any and all security interests
      granted to the Lenders pursuant to this Agreement.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    10.           Miscellaneous.

    


    10.1           Waiver.  No
      course of dealing by the Collateral Agent and no failure by the Collateral
      Agent
      to exercise, or delay by the Collateral Agent in exercising any right, remedy
      or
      power hereunder shall operate as a waiver thereof, and no single or partial
      exercise thereof shall preclude any other or further exercise thereof or the
      exercise of any other right, remedy or power of the Collateral
      Agent.

    


    10.2           Notices.  Any
      notice required or permitted hereunder shall be given in writing (unless
      otherwise specified herein) and shall be deemed effectively given upon (i)
      personal delivery, against written receipt thereof, (ii) delivery via facsimile
      or e-mail as set forth below (iii) two (2) business days after deposit with
      Federal Express or another nationally recognized overnight courier service,
      or
      (iv) five (5) business days after being forwarded, postage paid, via certified
      or registered mail, return receipt requested, addressed to each of the other
      parties thereunto entitled at the following addresses, or at such other
      addresses as a party may designate by ten (10) business days advance written
      notice.  The addresses for such communications shall be:

     

     

    
      	 	If
              To Debtor:	Global
              Realty Development Corp.
              
              Attn:
                Robert D. Kohn, CEO and President

              11555
                Heron Bay Boulevard, Suite 200

              Coral
                Springs, Florida 33076

              Telephone:         (954)
                509-9830

              Fax:                      (954)
                603-0522

            
	 	 	 
	 	With
              a copy to:  	Richardson
              & Patel LLP
              
              Attn:
                Addison K. Adams, Esq.

              10900
                Wilshire Blvd., Suite 500

              Los
                Angeles, California 90024

              Telephone:         (310)
                208-1182

              Fax:                      (310)
                208-1154

            
	 	 	  
	 	To
              Lenders:  	To
              the addresses and telecopier numbers set forth on
              the signature page to the Purchase Agreement
	 	 	 
	 	To
              the Collateral Agent	Gary
              W. Pollack, P.A.
              
              Attn:
                Gary W. Pollack, Esq.

              1260
                SunTrust International Center

              One
                Southeast Third Avenue

              Miami,
                Florida  33131

              Telephone:         (305)
                373-9676

              Fax:                      (305)
                373-9679

            


    

    


    10.3           Term;
      Satisfaction of Obligations.  This Agreement shall (a) remain in
      full force and effect until satisfaction in full of all of the Obligations;
      (b)
      be binding upon Debtor, and its successors and permitted assigns; and (c) inure
      to the benefit of the Collateral Agent, for the benefit of the Lenders and
      their
      respective successors and assigns.  Upon the satisfaction in full of
      the Obligations, (i) this Agreement and the security interests created hereby
      shall terminate and all rights to the Collateral shall revert to the Debtor
      and
      (ii) Collateral Agent will, upon Debtor's request and at the Debtor's expense,
      (A) return to Debtor such of the Collateral as shall not have been sold or
      otherwise disposed of or applied pursuant to the terms hereof and (B) execute
      and deliver to Debtor such documents as Debtor shall reasonably request to
      evidence such termination. For all purposes of this Agreement, the satisfaction
      in full of the Obligations shall be conclusively deemed to have occurred when
      the Obligations have been paid in full pursuant to the terms of the Notes,
      Purchase Agreement and related transaction documents or as otherwise agreed
      by
      the parties

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    10.4           Captions.  The
      captions of sections and paragraphs in this Agreement have been included for
      convenience of reference only, and shall not define or limit the provisions
      hereof and have no legal or other significance whatsoever.

    


    10.5           Governing
      Law; Venue; Severability.  This Agreement shall be governed by and
      construed in accordance with the laws of the State of Florida without regard
      to
      principles of conflicts or choice of law, except to the extent that the
      perfection of the security interest granted hereby in respect of any item of
      Collateral may be governed by the law of another jurisdiction.  Any
      legal action or proceeding against Debtor with respect to this Agreement may
      be
      brought in the courts of the State of Florida, and, by execution and delivery
      of
      this Agreement, Debtor hereby irrevocably accepts for itself and in respect
      of
      the Collateral, generally and unconditionally, the jurisdiction of the aforesaid
      courts.  If any provision of this Agreement, or the application
      thereof to any person or circumstance, is held invalid, such invalidity shall
      not affect any other provisions which can be given effect without the invalid
      provision or application, and to this end the provisions hereof shall be
      severable and the remaining, valid provisions shall remain of full force and
      effect.

    


    10.6           Counterparts/Execution.  This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument.  This Agreement may be executed by facsimile
      signature and delivered by facsimile transmission.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned have executed and delivered this
      Security Agreement, as of the date first written above.

     

     

    
      	DEBTOR:	 	 	COLLATERAL
              AGENT:	 
	GLOBAL
              REALTY DEVELOPMENT CORP.  	 	 	GARY
              W. POLLACK, P.A.	 
	a
              Delaware corporation      	 	 	a
              Florida professional association	 
	 	 	 	 	 
	 	 	 	 	 
	
              /s/

            	 	 	
              /s/
                

            	 
	Robert D.
              Kohn, Chief
              Executive Officer  	 	 	
              Gary
                W. Pollack,
                Principal

            	 
	
               

            	 	 	
               

            	 


    

     

     

    APPROVED
      BY “LENDERS”:

    


    
      	 	 	 	 	 
	
              /s/

            	 	 	
              /s/
                

            	 
	
              Name

            	 	 	
              Name 

            	 
	
              Title 

            	 	 	
              Title

            	 


      	 	 	 	 	 
	
              /s/

            	 	 	
              /s/
                

            	 
	
              Name

            	 	 	
              Name 

            	 
	
              Title 

            	 	 	
              Title

            	 


      	 	 	 	 	 
	
              /s/

            	 	 	
              /s/
                

            	 
	
              Name

            	 	 	
              Name 

            	 
	
              Title 

            	 	 	
              Title

            	 


      	 	 	 	 	 
	
              /s/

            	 	 	
              /s/
                

            	 
	
              Name

            	 	 	
              Name 

            	 
	
              Title 

            	 	 	
              Title

            	 


      	 	 	 	 	 
	
              /s/

            	 	 	
              /s/
                

            	 
	
              Name

            	 	 	
              Name 

            	 
	
              Title 

            	 	 	
              Title

            	 


      	 	 	 	 	 
	
              /s/

            	 	 	
              /s/
                

            	 
	
              Name

            	 	 	
              Name 

            	 
	
              Title 

            	 	 	
              Title

            	 




    This
      Pledge and Security Agreement may be signed by facsimile signature
      and

    delivered
      by confirmed facsimile transmission.

    



    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    SCHEDULE
      A

    


    TO

    


     PLEDGE
      AND SECURITY
      AGREEMENT

    


    


    


    


    
      	
              LENDER

               

            	
              PRINCIPAL
                AMOUNT OF NOTE

            
	
              Halpern
                Capital, Inc.

            	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

    


    SCHEDULE
      B

    


    TO

    


     PLEDGE
      AND SECURITY AGREEMENT

     

    
      
        	COLLATERAL
                AGENT’S PERFECTED SECURITY INTEREST	SEE
                FEBRUARY 22, 2007
	 	 
	 	BEACH
                BOYS MEMORABILIA
	 	 
	 	PURCHASE
                AGREEMENT


      

    

     

     

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

                        

    EXHIBIT
      I

     

    TO

     

     PLEDGE
      AND SECURITY AGREEMENT

     

     

    


     

     

    Beach
      Boys Memorabilia Appraisal dated July, 5 2007, by Cooper
      Owen

     

    
9