EX-10.83






Exhibit 10.83



THIS SECURITY TRUST AGREEMENT (the Agreement) is made on            August 2005



BETWEEN:




	 	(1)	 	FORTRESS CREDIT CORP., a Delaware corporation with its address at 1251 Avenue of the
Americas, New York, NY 10020 (the Collateral Agent);






	 	(2)	 	FORTRESS CREDIT OPPORTUNITIES I LP, a Delaware corporation with its address at 1251 Avenue of
the Americas, New York, NY 10020;






	 	(3)	 	the other FINANCE PARTIES as defined under Clause 1.1 (Definitions) below;






	 	(4)	 	the SECURITY GRANTORS as defined under Clause 1.1 (Definitions) below.






The Finance Parties and the Security Grantors are hereinafter collectively referred to
as the Parties.



WHEREAS




	 	(A)	 	The Original Lender has agreed to make available to the Borrowers certain facilities on the
terms of and subject to the Credit Agreement (each as defined below).






	 	(B)	 	It is a condition to the Finance Parties (as defined below) making the facilities available
that the Pledgor enters into this Agreement.





IT IS AGREED as follows:




	 	1.	 	INTERPRETATION





	 	 	 
	1.1	 	Definitions
	
 
	 	In this Agreement:







Accession Agreement means an agreement by which a member of the Group becomes an
Additional Borrower or an Additional Guarantor under the Credit Agreement after the date of
execution of the Credit Agreement.




Additional Borrower means a member of the Group which becomes a borrower under the
Credit Agreement after the date of execution of the Credit Agreement.




Additional Guarantor means any member of the Group which becomes a guarantor under the
Credit Agreement after the date of execution of the Credit Agreement.




Agent means Fortress Credit Corp. in its capacity as agent under the Credit Agreement
(as defined below).




Assignment and Assumption Agreement means an agreement by which a person becomes a New
Lender under the Credit Agreement after the date of execution of the Credit Agreement.




Beneficiaries means the Finance Parties.




Borrower means the Original Borrower or an Additional Borrower.




Business Day means a day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed, and
when used in connection with any payment, the term Business Day shall also exclude any day
on which banks are not open for dealings in dollar deposits in the London interbank market.




Collateral Agency Agreement means the collateral agency agreement dated on or about the
date hereof between Fortress Credit Corp. as Collateral Agent and Original Senior Lender and
the Subordinated Noteholders.




Credit Agreement means the credit agreement dated on or about the date hereof providing
for up to U.S. $ 50,000,000 term loan facilities between, amongst others, the Agent, the
Original Borrower, the Original Guarantors and the Original Lender.




Default means an Event of Default or an event which would be (with the expiry of a
grace period, the giving of notice or the making of any determination under the Finance
Documents or any combination of them) an Event of Default.




Event of Default means an event of default pursuant to and in accordance with Clause 19
(Default) of the Credit Agreement.




Fee Letter means any letter entered into by reference to the Credit Agreement between
one or more Finance Parties and the Original Borrower setting out the amount of certain
fees to be paid in connection with the Credit Agreement.




Finance Document means:




	 	(a)	 	the Credit Agreement;






	 	(b)	 	each Security Document;






	 	(c)	 	each Request;






	 	(d)	 	a Fee Letter;






	 	(e)	 	each Assignment and Assumption Agreement;






	 	(f)	 	each Accession Agreement;






	 	(g)	 	the Intercreditor Agreement;






	 	(h)	 	the Collateral Agency Agreement;






	 	(i)	 	the Warrant Agreement;






	 	(j)	 	the Promissory Note; or






	 	(k)	 	any other document designated as such by the Agent and the Original Borrower.






Finance Party means a Lender, the Agent or the Collateral Agent.




German Security means the security created under the German Security Documents.




German Security Documents means each of the documents listed in Schedule 3 and any
other security document granting Security to the Beneficiaries and/or Collateral Agent which
is subject to German law.




Germany means the Federal Republic of Germany.




Group means each of the Original Borrower and any of its Subsidiaries from time to
time.




Guarantor means an Original Guarantor or an Additional Guarantor.




Intercreditor Agreement means the intercreditor agreement dated on or about the date
hereof between , inter alia, the Original Lender, the Subordinated Noteholders, the Original
Borrower and Fortress Credit Corp. as Collateral Agent.




Lenders means the Original Lender and each New Lender.




New Lender means Fortress Credit Opportunities I LP and any other bank, trust, fund or
other entity to which rights and/or obligations under the Credit Agreement are assigned or
transferred; or which assumes rights and obligations under the Credit Agreement, after the
date of execution of the Credit Agreement.




New Security Grantor’s Accession Agreement has the meaning ascribed to it in Clause 9
hereof.




Obligor(s) means a Borrower or a Guarantor.




Original Guarantor means each of the companies listed in Schedule 6 or any of their
successors from time to time.




Original Borrower means Warp Technology Holdings Inc., a Nevada corporation, with its
chief executive office at 151 Railroad Avenue, Greenwich, Conneticut 06830 and its
registered agent being Pacific Corporate Services at 5844 South Pecos Road, Suite B, Las
Vegas, Nevada 89120 and any of its successors in title from time to time.




Original Lender means each of the banks and financial institutions listed in Schedule 5
hereto and any of their successors in title from time to time.




Participating Member States means a member state of the European Communities that
adopts the Euro as its currency in accordance with legislation of the European Union
relating to Economic and Monetary Union.




Promissory Note means a promissory note delivered by a Borrower to a Lender or the
Agent.




Request means a request for an advance to be made under the Credit Agreement.




Secured Claims means all present and future obligations and liabilities (whether actual
or contingent and whether owed jointly or severally or in any other capacity whatsoever) of
each Obligor to the Finance Parties (or any of them) under each or any of the Finance
Documents, each as amended, varied, supplemented or novated from time to time, including any
increases, in each case together with all costs, charges and expenses incurred by any
Finance Party in connection with the protection, preservation or enforcement of its
respective rights under the Finance Documents, as the case may be, or any other document
evidencing or securing any such liabilities.




Security means any and all security granted by any Obligor or any third party to a
Finance Party with a view to securing the Secured Claims.




Security Grantors means each and any of the companies set forth in Schedule 4 hereto
and any company which executes a New Security Grantor’s Accession Agreement after the
execution hereof.




Security Documents means any and all present or future documents under which a party
grants collateral with a view to secure claims of any Finance Party under the Credit
Agreement.




Subordinated Noteholders means Crestview Capital Master, LLC and DCOFL, LDC.




Subsidiary means in relation to any person, any entity which is controlled directly or
indirectly by that person or of whose dividends or distributions that person is entitled to
receive more than fifty per cent. (50%) and any entity (whether or not so controlled)
treated as a subsidiary in the latest financial statements of that person from time to time,
and control for this purpose means the direct or indirect ownership of the majority of the
voting share capital of such entity or the right or ability to direct management to
determine the composition of a majority of the board of directors (or like board) of such
entity, in each case whether by virtue of ownership of share capital, contract or otherwise.




Warrant Agreement means the warrant agreement dated on or about the date hereof made
between Warp Technology Holdings, Inc. and Fortress Credit Corp.




	 	1.2	 	Where the context so admits, the singular includes the plural and vice versa.






	 	1.3	 	The headings in this Agreement are for convenience only and are to be ignored in construing
this Agreement.






	 	1.4	 	Any reference in this Agreement to a defined document is a reference to that defined document
as amended, varied, supplemented or novated from time to time.






	 	1.5	 	Terms defined or referred to in the Facility Agreement and not otherwise defined herein shall
bear the same meaning herein as therein unless the context otherwise requires.






	 	1.6	 	References to parties herein shall also be deemed to include references to their respective
successors, transferees and assignees.






	 	2.	 	APPOINTMENT AS TRUSTEE AND ADMINISTRATOR





	 	 	 
	2.1	 	Appointment
	
 
	 	The Collateral Agent shall:







	 	(a)	 	hold and administer such German Security which is assigned or transferred by
way of security (Sicherungsabtretung/Sicherungsübereignung) or otherwise granted under
a non-accessory security right (nicht akzessorische Sicherheit) as trustee (Treuhänder)
for the benefit of the Beneficiaries;






	 	(b)	 	administer such German Security which has been created by way of pledge
(Verpfändung) or otherwise transferred under an accessory security right (akzessorische
Sicherheit) to the Collateral Agent and the Beneficiaries; and






	 	(c)	 	act in relation to the German Security in accordance with the terms and subject
to the conditions of this Agreement, the German Security Documents and the other
Finance Documents. Each Security Grantors authorises the Collateral Agent to take any
steps and collect all information necessary or desirable for the preparation and
perfection of the German Security Documents and, where necessary, to engage on behalf
of the respective Security Grantor a German public notary for the execution of any
documents required in notarial form.






	 	2.2	 	Ratification






Each Beneficiary hereby ratifies and approves all acts done by the Collateral Agent on
such Beneficiary’s behalf before execution hereof or the execution of the respective New
Finance Party’s Accession Agreement by the respective Beneficiary.




	 	2.3	 	Construction






It is hereby agreed that, in relation to any jurisdiction the courts of which would not
recognise or give effect to the trust (Treuhandverhältnis) expressed to be created by this
Agreement, the relationship of the Beneficiaries to the Collateral Agent shall be construed
as one of principal and agent but, to the extent permissible under the laws of such
jurisdiction, all the other provisions of this Agreement shall have full force and effect
between the parties hereto.




	 	3.	 	PURPOSE OF THE GERMAN SECURITY






The German Security has been granted with a view to provide collateral for any or all
of the Secured Claims.




	 	4.	 	POWER OF ATTORNEY






	 	4.1	 	Authorisation






Each of the Beneficiaries herewith authorises and grants power of attorney to the
Collateral Agent to:




	 	(a)	 	execute for and on its behalf any and all German Security Documents and other
agreements related to the German Security;






	 	(b)	 	make and receive all declarations and statements which are necessary or
desirable in connection with the German Security or any of the German Security
Documents;






	 	(c)	 	undertake all other actions and measures necessary or desirable in connection
with this Agreement or any of the German Security Documents; and






	 	(d)	 	release and retransfer/reassign the security granted under the German Security
Documents and other agreements related to the German Security upon instruction by the
Beneficiaries.






	 	4.2	 	Self-contracting






The Collateral Agent is exempt from any restrictions under § 181 of the German Civil
Code (Bürgerliches Gesetzbuch).




	 	4.3	 	Sub-power






The Collateral Agent has the power to grant sub-power of attorney (including the
release from the restrictions under § 181 of the German Civil Code (Bürgerliches
Gesetzbuch)).




	 	5.	 	SUCCESSORS






This Agreement shall be binding upon the Parties hereto and their respective successors
in law. The Parties shall be entitled to assign or otherwise transfer any and all of their
rights and duties under this Agreement to third parties in accordance with the relevant
provisions of the Intercreditor Agreement.




	 	6.	 	DURATION AND INDEPENDENCE






This Agreement shall remain in full force and effect until the full and complete
payment and discharge of the Secured Claims. This Agreement shall not cease to exist if any
payments made in satisfaction of the Secured Claims have only temporarily discharged the
Secured Claims.




	 	7.	 	REALISATION






The Security shall be realised, and any enforcement proceeds shall be distributed, in
accordance with the relevant provisions of the Intercreditor Agreement together with the
relevant provisions of the German Security Documents.




	 	8.	 	INFORMATION






Each Security Grantor undertakes to provide the Collateral Agent without undue delay
(unverzüglich) upon request with any information, material or document which the Collateral
Agent requires in order to be able to fulfil its function as trustee or administrator for
the Beneficiaries according to Clause 2.1 (Appointment).




	 	9.	 	NEW PARTIES






	 	9.1	 	New Finance Parties






If any bank, trust, fund, financial institution or other entity (a New Finance Party)
becomes party to the Finance Documents as a Finance Party, then that New Finance Party shall
execute and deliver an accession agreement substantially in the form of Schedule 1 (New
Finance Party’s Accession Agreement) hereto. The Collateral Agent shall execute the New
Finance Party’s Accession Agreement for itself and on behalf of the other Beneficiaries.
Each of the Security Grantors herewith irrevocably consents to any New Finance Party’s
Accession Agreement entered into in accordance with this Agreement.




	 	9.2	 	New Security Grantors






If any company (a New Security Grantor) becomes a party to a Finance Document as an
Additional Borrower, an Additional Guarantor or provider of additional German Security then
such New Security Grantor shall execute and deliver an Accession Agreement substantially in
the form of Schedule 2 (New Security Grantor’s Accession Agreement) hereto. The Collateral
Agent shall execute the New Security Grantor’s Accession Agreement for itself and on behalf
of the other Beneficiaries.




	 	10.	 	PARTIAL INVALIDITY, WAIVER






	 	10.1	 	Invalidity






If any provision of this Agreement is or becomes illegal, invalid or unenforceable,
that will not affect the legality, validity or enforceability of any other terms of this
Agreement. The illegal, invalid or unenforceable provision shall be replaced by that term
which best meets the intent of the replaced provision.




	 	10.2	 	Waiver






No failure to exercise, nor any delay in exercising, on the part of the Collateral
Agent, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any right or remedy prevent any further or other exercise thereof or
the exercise of any other right or remedy. The rights and remedies provided hereunder are
cumulative and not exclusive of any rights or remedies provided by law.




	 	11.	 	AMENDMENTS






Changes and amendments of this Agreement including this Clause 11 must be made in
writing.




	 	12.	 	NOTICES AND THEIR LANGUAGES






	 	12.1	 	Notices






Any notice or other communication under or in connection with this Agreement to the
Beneficiaries or the Collateral Agent shall be in writing and shall be delivered personally,
by post or facsimile and shall be sent to the address or facsimile number of the party, and
for the attention of the individual, set forth in Schedule 7 hereto or such other address or
facsimile number as is notified from time to time.




	 	12.2	 	Language






Unless otherwise agreed, any notice or other communication under or in connection with
this Agreement shall be the English language or, if in any other language, accompanied by a
translation into English. In the event of any conflict between the English text and the text
in any other language, the English text shall prevail except that where a German translation
of a legal term appears in such text, the German translation shall prevail.




	 	13.	 	APPLICABLE LAW; JURISDICTION






	 	13.1	 	Governing Law






This Agreement is governed by and shall be construed in accordance with the laws of
Germany.




	 	13.2	 	Jurisdiction






The place of jurisdiction for all Parties shall be Frankfurt am Main, Germany. The
Collateral Agent, however, shall also be entitled to take legal action against any of the
Security Grantors before any other competent court of law having jurisdiction over such
Security Grantor or any of its assets.



SIGNATORIES




	 	 	 
	FORTRESS CREDIT CORP.

	 	

for itself and as Collateral Agent on behalf of the other Finance Parties:
	Title:

	 	By:/s/ Marc K. Furstein

Name: Marc K. Furstein

Chief Operating Officer






	 	 	 
	FORTRESS CREDIT OPPORTUNITIES I LP	 	 	 
	 	 	 	 	 	By:/s/ Marc K. Furstein
	 	 	Name:	 	 	Marc K. Furstein
	Title:	 	Chief Operating Officer





GUPTA TECHNOLOGIES LLC




/s/ Brian Sisko




Name: Brian Sisko




Title: Authorized Signatory



GUPTA TECHNOLOGIES LTD.




/s/ Brian Sisko




Name: Brian Sisko




Title: Authorized Signatory



GUPTA TECHNOLOGIES GMBH




/s/ Brian Sisko




Name: Brian Sisko




Title: Authorized Signatory