exv10w2



 






Exhibit 10.2




COLLATERAL ASSIGNMENT AND GENERAL SECURITY AGREEMENT




     This COLLATERAL ASSIGNMENT AND GENERAL SECURITY AGREEMENT (this “Agreement”), dated as
of April 8th, 2005, is made by and between Immediatek, Inc., a Nevada corporation, its
wholly owned subsidiary DiscLive, Inc., a Delaware corporation (collectively referred to herein as
“Company”) and Osias Blum (“Secured Party”).



W I T N E S S E T H:




     WHEREAS, contemporaneously with this Agreement, Immediatek, Inc., a Nevada corporation
(“Borrower”) entered into that certain Secured Promissory Note by and between Borrower and
Secured Party (the “Note”); and



     WHEREAS, to induce Secured Party to execute the Note, Company has agreed to execute and
deliver to the Secured Party this Agreement for the benefit of the Secured Party and to grant to
the Secured Party a first priority security interest in certain property of Company to secure the
prompt payment, performance and discharge in full of all of Company’s obligations under the Note.



     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.      Certain Definitions. As used in this Agreement, the following terms shall have the
meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that
are defined in Article 9 of the UCC (such as “proceeds”) shall have the respective meanings
given such terms in Article 9 of the UCC.



          (a)      “Collateral” means the collateral in which the Secured Party is granted a security
interest by this Agreement. Collateral, as that term is used herein, shall include the following,
whether presently owned or existing or hereafter acquired or coming into existence, and all
additions and accessions thereto and all substitutions and replacements thereof, and all proceeds,
products and accounts thereof, including, without limitation, all proceeds from the sale or
transfer of the Collateral and all proceeds of insurance covering the same:




          All assets of the Company, including but not limited to all property described in Schedule “A”
attached hereto. Notwithstanding the foregoing, the Collateral shall not include those assets
listed on Schedule “B” attached hereto.




          (b)      “Indebtedness” means all of the Company’s obligations under this Agreement and the
Note, 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.




          (c)      “UCC” means the Uniform Commercial Code, as currently in effect in the States of
Nevada and Delaware.




     2.      Grant of Security Interest. As an inducement for the Secured Party to execute a
Note and to secure the complete and timely payment, performance and discharge in full, as the case
may be, of the Indebtedness, 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 Collateral (the “Security Interest”).



 









 





     3.      Representations, Warranties, Covenants and Agreements of the Company. The Company
represents and warrants to, 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), except as set forth on Schedule C attached hereto.




          (c)      The Company is the sole owner of the Collateral, 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 Collateral. 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 Collateral. 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).




          (d)      No written claim has been received that any Collateral or the Company’s use of any
Collateral violates the rights of any third party. There has been no adverse decision to the
Company’s claim of ownership rights in or exclusive rights to use the Collateral in any
jurisdiction or to the Company’s right to keep and maintain such Collateral, and there is no
proceeding involving said rights pending or, to the best knowledge of the Company, threatened
before any court, judicial body, administrative or regulatory agency, arbitrator or other
governmental authority.




          (e)      The Company shall at all times maintain its books of account and records relating to the
Collateral at its principal place of business at the location set forth on Schedule C
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
appropriate financing statements and other 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 Collateral.




          (f)      This Agreement creates in favor of the Secured Party a valid security interest in the
Collateral securing the payment and performance of the Indebtedness and, upon making the filings
described in the immediately following sentence, a perfected first priority security interest in
such Collateral. Except for the filing of financing statements under the UCC with the
jurisdictions indicated on Schedule D attached hereto, no authorization or approval of or
filing with or notice to any governmental authority or regulatory body is required either (i) for
the grant by the Company of, or the effectiveness of, the Security Interest granted hereby or for
the execution, delivery and performance of this Agreement by the Company or (ii) for the perfection
of or exercise by the Secured Party of his rights and remedies hereunder.




          (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 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 liens and security interests in the Collateral 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 Collateral for the account of the Secured Party. At the request of
the Secured Party, the Company will pay the cost of filing one or more financing statements
pursuant to the UCC (or any other applicable statute) in all public offices wherever filing is, or
is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations
provided for herein. Without limiting the generality of the foregoing, the Company shall pay all
fees, taxes and other amounts necessary to maintain the Collateral 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)      The Company will not transfer, pledge, hypothecate, encumber, license, sell or otherwise
dispose of any of the Collateral without the prior written consent of the Secured Party.




          (j)      The Company shall keep and preserve the Collateral in good condition, repair and order and
shall not operate or locate any such Collateral (or cause any such Collateral to be operated or
located) in any area excluded from insurance coverage.




          (k)      The Company will at all times cause to be carried and maintained on and in respect of the
Collateral, insurance in such amounts, against such risks and with such insurance companies as the
Secured Party shall from time to time require or approve, as evidenced by insurance certificates
provided to Secured Party. The Company will cause each such insurance company to agree to advise
the Secured Party promptly of any default in the payment of any premium and of any other act or
omission on the part of the Company which might invalidate or render unenforceable, in whole or in
part, any insurance on the Collateral.




          (l)      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 Collateral, and of the
occurrence of any event which would have a material adverse effect on the value of the Collateral
or on the Secured Party’s security interest therein.




          (m)      The Company shall promptly execute and deliver to the Secured Party such further documents
and take such further action as the Secured Party may from time to time request and may in his sole
discretion deem necessary to perfect, protect or enforce his Security Interest in the Collateral.




          (n)      The Company shall permit the Secured Party and his representatives and agents to inspect
the Collateral at any time, and to make copies of records pertaining to the Collateral as may be
requested by the Secured Party from time to time.




          (o)      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 Collateral.




          (p)      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
Collateral and of any other information received by the Company that may materially affect the
value of the Collateral, the Security Interest or the rights and remedies of the Secured Party
hereunder.




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




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



          (a)      The occurrence of an event of default under the Note;




 









 








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




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




     5.      Duty To Hold In Trust. Upon the occurrence of any Event of Default and at any time
thereafter, the Company shall, upon receipt by it of any sums subject to the Security Interest,
whether payable pursuant to the Note or otherwise, or of any check, draft, note 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 Indebtedness.



     6.      Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at
any time thereafter, the Secured Party shall have the right to exercise all of the remedies
conferred hereunder and under the Note, 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 Collateral 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 Collateral and, for that
purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or
any part thereof, is or may be placed and remove the same, and the Company shall assemble the
Collateral 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 Collateral in saleable
or disposable form.




          (b)      The Secured Party shall have the right to operate the business of the Company using the
Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all
or any part of the Collateral, 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 Collateral, the Secured Party may, unless prohibited by applicable
law which cannot be waived, purchase all or any part of the Collateral 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 Collateral 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 Collateral, to
the reasonable attorneys’ fees and expenses incurred by the Secured Party in enforcing his rights
hereunder and in connection with collecting, storing and disposing of the Collateral, and then to
the satisfaction of the Indebtedness, and then to the satisfaction of any other indebtedness of the
Company secured by a lien on the Collateral, 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 Collateral, 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 18% 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 Collateral, unless due to the gross negligence or willful misconduct of the Secured
Party.



     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 Collateral 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 his 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 Collateral,
or (iii) the exercise or enforcement of any of the rights of the Secured Party under the Note.



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



     10.      Security Interest Absolute. All rights of the Secured Party and all Indebtedness
of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of
validity or enforceability of this Agreement, the Note 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 Indebtedness, or any other
amendment or waiver of or any consent to any departure from the Note or any other agreement entered
into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the
Collateral, or any release or amendment or waiver of or consent to departure from any other
collateral for, or any guaranty, or any other security, for all or any of the Indebtedness; (d) any
action by the Secured Party to obtain, adjust, settle and cancel in his sole discretion any
insurance claims or matters made or arising in connection with the Collateral; 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
Indebtedness shall have been paid and performed in full, the rights of the Secured Party shall
continue even if the Indebtedness is 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 Collateral 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 Collateral 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.



     11.      Term of Agreement. As such Security Interest relates to the Secured Party, any
Security Interest created by this Agreement shall terminate upon fulfillment by the Company of all
of its obligations under the Indebtedness.



     12.      Power of Attorney. The Company authorizes the Secured Party, and does hereby
make, constitute and appoint him, and his respective agents, successors or assigns with full power
of substitution, as the Company’s true and lawful attorney-in-fact, with power, in the name of the
Company or otherwise, after the occurrence and during the continuance of an Event of Default: (i)
to 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 Collateral that
may come into possession of the Secured Party; (ii) to pay or discharge taxes, liens, security
interests or other encumbrances at any time levied or placed on or threatened against the
Collateral; (iii) to demand, collect, receipt for, compromise, settle and sue for monies due in
respect of the Collateral; and (iv) 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 Collateral and the Security
Interest granted therein in order to effect the intent of this Agreement and the Note, 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 Indebtedness shall
be outstanding.



     13.      Notices. All notices and other communications made or required to be given
pursuant to this Agreement shall be in writing and shall be delivered in hand, mailed by United
States registered or certified first class mail, postage prepaid, sent by overnight courier, or
sent by telecopy and confirmed by delivery via courier or postal service, addressed as follows:




     (i)      if to Company, at 2435 N. Central Expressway, Suite 1610, Richardson, Texas
75080, Attention: Zach Bair, Chief Executive Officer or at such other address for
notice as Company shall last have furnished in writing to Secured Party; and




     (ii)      if to Secured Party, at 3104 Oak Lane, Dallas, Texas 75226, or such other
address for notice as Secured Party shall last have furnished in writing to Company.


Any such notice or demand shall be deemed to have been duly given or made and to have become
effective (i) if delivered by hand, overnight courier or facsimile to the party to which it is
directed, at the time of the receipt thereof by such party or the sending of such facsimile and
(ii) if sent by registered or certified first-class mail, postage prepaid, on the third business
day following the mailing thereof.




     14.      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 Note 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 Collateral,
whether established hereby or by the Note or by any other agreements, instruments or documents or
by law shall be cumulative and may be exercised singly or concurrently.




          (c)      This Agreement constitutes 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.




          (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 governed by, and construed in accordance with, the laws of the
State of Texas. Company agrees that any suit for the enforcement of this Agreement may be brought
in any court of competent jurisdiction in Dallas County, Texas and consents to the non-exclusive
jurisdiction of such courts and to service of process in any such suit being made upon Company by
mail at the address specified in Section 13 hereof. Company hereby waives any objection that it
may now or hereafter have to the venue of any such suit or any such court or that such suit was
brought in an inconvenient court.




          (i)      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.




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


	 	 	 	 	 
	 	IMMEDIATEK, INC.

 	 
	 	By:  	
 	 
	 	Name:  	
 	 
	 	Title:  	
 	 
	 





	 	 	 	 	 
	 	DISCLIVE, INC.

 	 
	 	By:  	
 	 
	 	Name:  	
 	 
	 	Title:  	
 	 
	 




	 	 	 	 	 
	 	OSIAS BLUM

 	 
	 	
 	 
	 	Osias Blum, individually 	 
	 	 	 	 
	 





 









 






SCHEDULE A




Listing of Equipment




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEK office
	 	computer
	 	8005040100287

	 	$	750	 	 	 	1	 	 	$	750	 
	ITEK office
	 	Monitor
	 	SyncMaster 151V

	 	$	450	 	 	 	1	 	 	$	450	 
	ITEK office
	 	Monitor
	 	generic

	 	$	75	 	 	 	1	 	 	$	75	 
	ITEK office
	 	computer
	 	beone computer

	 	$	500	 	 	 	1	 	 	$	500	 
	ITEK office
	 	Monitor
	 	110JS

	 	$	200	 	 	 	1	 	 	$	200	 
	ITEK office
	 	computer
	 	15” computer

	 	$	1,200	 	 	 	1	 	 	$	1,200	 
	ITEK office
	 	Monitor
	 	4d1784

	 	$	200	 	 	 	1	 	 	$	200	 
	ITEK office
	 	computer
	 	7586040100341

	 	$	750	 	 	 	1	 	 	$	750	 
	ITEK office
	 	Monitor
	 	100000656

	 	$	125	 	 	 	1	 	 	$	125	 
	ITEK office
	 	computer
	 	733119900790

	 	$	750	 	 	 	1	 	 	$	750	 
	ITEK office
	 	Monitor
	 	66337520

	 	$	200	 	 	 	1	 	 	$	200	 
	ITEK office
	 	rack
	 	no id

	 	$	100	 	 	 	1	 	 	$	100	 
	ITEK office
	 	Monitor
	 	69471781

	 	$	200	 	 	 	1	 	 	$	200	 
	ITEK office
	 	Monitor
	 	no id

	 	$	75	 	 	 	1	 	 	$	75	 
	ITEK office
	 	computer
	 	785604010026

	 	$	750	 	 	 	1	 	 	$	750	 
	ITEK office
	 	computer
	 	Qc388-100-00340

	 	$	500	 	 	 	1	 	 	$	500	 
	ITEK office
	 	computer
	 	G4

	 	$	800	 	 	 	1	 	 	$	800	 
	ITEK office
	 	software
	 	

	 	$	930	 	 	 	1	 	 	$	930	 
	ITEK office
	 	laptop
	 	m-mvscn304t240-48643-34u-0205

	 	$	1,100	 	 	 	1	 	 	$	1,100	 
	ITEK office
	 	computer
	 	

	 	$	2,000	 	 	 	1	 	 	$	2,000	 
	ITEK office
	 	computer
	 	

	 	$	2,000	 	 	 	1	 	 	$	2,000	 
	ITEK office
	 	laptop
	 	

	 	$	1,500	 	 	 	1	 	 	$	1,500	 
	ITEK office
	 	duplicator
	 	

	 	$	2,000	 	 	 	1	 	 	$	2,000	 
	MR
	 	duplicator
	 	

	 	$	2,000	 	 	 	1	 	 	$	2,000	 
	MR
	 	duplicator
	 	

	 	$	2,000	 	 	 	1	 	 	$	2,000	 
	MR
	 	Pro Tools MIX3
	 	

	 	$	7,500	 	 	 	3	 	 	$	22,500	 
	MR
	 	Digidesign 888/24
	 	DH21469 Rev R; DH 21494 Rev R;
DH18250

	 	$	2,000	 	 	 	3	 	 	$	6,000	 
	MR
	 	Digidesign 882/20
	 	

	 	$	1,000	 	 	 	1	 	 	$	1,000	 
	MR
	 	Digidesign ADATbridge
	 	DYO1677

	 	$	1,000	 	 	 	1	 	 	$	1,000	 
	MR
	 	Waves Gold TDM Plugins
	 	ACC11754; ACC11667

	 	$	2,000	 	 	 	2	 	 	$	4,000	 
	MR
	 	Vixel 9100 Fabric Switch
	 	SNZ21L4001427

	 	$	10,000	 	 	 	1	 	 	$	10,000	 
	MR
	 	2.5 Terabyte Apple Xserve
	 	XB311020M8M

	 	$	10,000	 	 	 	1	 	 	$	10,000	 
	MR
	 	Apple 1.25 Ghz G4
	 	XB3420VUPC1; XB33501UPC1;
XB33307MPC1

	 	$	2,000	 	 	 	3	 	 	$	6,000	 
	MR
	 	HHb CD Recorder
	 	BIMP004846CC

	 	$	800	 	 	 	1	 	 	$	800	 
	MR
	 	Tascam CD Recorder
	 	40344

	 	$	600	 	 	 	1	 	 	$	600	 
	MR
	 	TRUE Precision8 Mic Preamps
	 	

	 	$	1,800	 	 	 	1	 	 	$	1,800	 
	MR
	 	Mackie HR824 Monitor Speakers
	 	

	 	$	699	 	 	 	2	 	 	$	1,398	 
	MR
	 	15” Computer Monitors
	 	

	 	$	500	 	 	 	2	 	 	$	1,000	 
	MR
	 	500’ 4-channel Snake
	 	

	 	$	500	 	 	 	1	 	 	$	500	 
	MR
	 	Whirlwind Medusa
	 	Custom 32-Channel Split Snake

	 	$	5,500	 	 	 	1	 	 	$	5,500	 
	MR
	 	Rode NT4 Stereo Mic
	 	

	 	$	600	 	 	 	1	 	 	$	600	 
	MR
	 	Custom Rack Mount CD Duplicators
	 	

	 	$	1,200	 	 	 	9	 	 	$	10,800	 
	MR
	 	Custom Rock Hard Road Cases
	 	

	 	$	1,500	 	 	 	6	 	 	$	9,000	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MR
	 	32 Channel Biamp
	 	Legend Recording Console

	 	$	10,000	 	 	 	1	 	 	$	10,000	 
	MR
	 	Int. 9200, yr: 2000, black, Cat Engine,
	 	VIN #: 2HSCDATN3YC061112; 3406E
350hp

	 	$	200,000	 	 	 	1	 	 	$	200,000	 
	MR
	 	Merch Equip.
	 	Cash Reg, Tents, Listening Stat.,
etc

	 	$	2,000	 	 	 	1	 	 	$	2,000	 
	MR
	 	blank CDRs
	 	

	 	$	1	 	 	 	10,000	 	 	$	6,500	 
	MR
	 	Patent application; live recording & dup.
	 	60/541,706

	 	$	12,000	 	 	 	1	 	 	$	12,000	 
	storage
	 	Digi-Paks, CDs and Jewel Cases
	 	Various Artists (Cost) $2.50 per /
90 box

	 	$	225	 	 	 	108	 	 	$	24,300	 
	storage
	 	EC Series Robotic arm
	 	

	 	$	1,000	 	 	 	1	 	 	$	1,000	 
	storage
	 	Playnar monitor
	 	

	 	$	1,000	 	 	 	2	 	 	$	2,000	 
	storage
	 	Dell Tower PC
	 	

	 	$	1,000	 	 	 	1	 	 	$	1,000	 
	storage
	 	Plex writer Duplicator
	 	

	 	$	1,000	 	 	 	2	 	 	$	2,000	 
	storage
	 	POS Jet printer
	 	

	 	$	119	 	 	 	5	 	 	$	595	 
	storage
	 	Dymo Labler
	 	

	 	$	49	 	 	 	2	 	 	$	98	 
	storage
	 	cables
	 	

	 	$	15	 	 	 	20	 	 	$	300	 
	storage
	 	RJ45 cables
	 	

	 	$	15	 	 	 	20	 	 	$	300	 
	storage
	 	keyboards
	 	

	 	$	20	 	 	 	40	 	 	$	800	 
	storage
	 	20 AMP cable
	 	100 ft.

	 	$	150	 	 	 	1	 	 	$	150	 
	storage
	 	telephones
	 	

	 	$	50	 	 	 	3	 	 	$	150	 
	storage
	 	tables
	 	

	 	$	45	 	 	 	4	 	 	$	180	 
	storage
	 	tv monitor
	 	

	 	$	300	 	 	 	1	 	 	$	300	 
	storage
	 	travel case
	 	

	 	$	500	 	 	 	1	 	 	$	500	 
	storage
	 	Avaya computer
	 	

	 	$	1,500	 	 	 	1	 	 	$	1,500	 
	DiscLive Europe
	 	MF Digital Bay Duplicator
	 	

	 	$	7,300	 	 	 	5	 	 	$	36,500	 
	DiscLive Europe
	 	Dell Dimension 3000 Desktop Computer
	 	

	 	$	656	 	 	 	5	 	 	$	3,280	 
	DiscLive Europe
	 	Rack Cabinets for Gear
	 	

	 	$	2,000	 	 	 	1	 	 	$	2,000	 
	DiscLive Europe
	 	15” LCD Monitor
	 	

	 	$	500	 	 	 	1	 	 	$	500	 
	DiscLive Europe
	 	Waves L2
	 	

	 	$	2,300	 	 	 	1	 	 	$	2,300	 
	DiscLive Europe
	 	TL Audio EQ1
	 	

	 	$	1,300	 	 	 	1	 	 	$	1,300	 
	DiscLive Europe
	 	Soundblaster Extigy Soundcard
	 	

	 	$	100	 	 	 	2	 	 	$	200	 
	DiscLive Europe
	 	Shure KSM32
	 	

	 	$	1,000	 	 	 	2	 	 	$	2,000	 
	DiscLive Europe
	 	Crown SASS MK-II Microphone
	 	

	 	$	1,600	 	 	 	1	 	 	$	1,600	 






 









 





Intellectual Property included in Schedule A




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Type	 	 	Title	 	 	Status	 	 	Priority Case	 	 	Filing Date	 	 	Serial No.	 
	 	US Patent
	 	 	Method and System to
Distribute CD’s and
DVD’s Over a Network by
Concurrently Delivering
Content and Recording
Software

	 	 	Converted
	 	 	 	 	 	2/17/2000
	 	 	60/183,239	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	US Patent
	 	 	Systems and Methods for
Distributing Expression
Over a Network Computer
Environment

	 	 	Pending
	 	 	IMTK:1000P
	 	 	2/8/2001
	 	 	09/779,936	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	US Patent
	 	 	Systems and Methods for
Distributing Expression
Over a Network Computer
Environment

	 	 	New — Not Filed
	 	 	IMTK:1000P	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	US Patent
	 	 	System for Digital
Watermarking and
Distribution of Recorded
Content (Scarlet-Fire)

	 	 	Pending — File
handled by
Greenberg Turig
	 	 	60/144,867 7/20/1999
	 	 	7/20/2000
	 	 	09/620,572	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	US Patent
	 	 	System and Methods for
Rapid Mass Production of
Content-Inclusive
Physical Media

	 	 	Converted
	 	 	 	 	 	11/10/2003
	 	 	60/518,330	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	US Patent
	 	 	System, Method and
Apparatus for Rapid Mass
Production of
Content-Inclusive
Physical Media

	 	 	Pending
	 	 	IMTK:1003P
	 	 	11/10/2004
	 	 	10/986,558	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	US Patent
	 	 	Resource Distribution in

Network Environment

(Incante)

	 	 	Pending
	 	 	60/224,907 8/11/2000
	 	 	8/3/2001
	 	 	09/922,209	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	US Trademark
	 	 	IMMEDIATEK

	 	 	Registered
	 	 	 	 	 	6/13/2003
	 	 	78/261,977	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	US Trademark
	 	 	NETBURN

	 	 	Registered
	 	 	 	 	 	6/13/2003
	 	 	78/261,982	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	US Trademark
	 	 	STAGERAGE

	 	 	Abandoned 8/30/2004
	 	 	 	 	 	6/13/2003
	 	 	78/261,984	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	US Trademark
	 	 	BURN MUSIC. NOT ARTISTS.

	 	 	Pending
	 	 	 	 	 	3/8/2004
	 	 	78/380,466	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	US Trademark
	 	 	DISCLIVE

	 	 	New — Not Filed	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






SCHEDULE B




Assets excluded from Collateral




Audio Equipment




	 	 	 	 	 
	Vendor	 	Description	 	Serial #
	Creative
	 	Audigy 2 Soundcard	 	N/A
	Creative
	 	Audigy 2 Soundcard	 	N/A
	Waves
	 	L2 Ultramaximizer	 	12152L2RA3717
	Emachines
	 	Computer System	 	CBM2C80007908
	Emachines
	 	Computer System	 	QIP33F0502735
	Empirical Labs
	 	Distressor	 	7780
	Empirical Labs
	 	Distressor	 	7781
	TL Audio
	 	Valve Equaliser	 	951485
	DBX
	 	Loudspeaker Management	 	N /A
	MixWizard
	 	WZ 16-2 Console	 	W216012105209
	Equitech
	 	2RQ-FM	 	S-003150
	Various
	 	Cabling	 	N/A
	Maxtor
	 	3000DV	 	Y2RXVJEE
	APC
	 	Battery Backup	 	JB025202601
	APC
	 	Back-UPS ES	 	AB0243222239
	Sure
	 	KSM32 Microphone	 	N/A
	Sure
	 	KSM32 Microphone	 	N/A
	Audio Technica
	 	AEW-R5200	 	3070008
	Rhode
	 	NT4 Microphone	 	N/A
	Crown
	 	SASS-P MKII Microphone	 	N/A
	Planar
	 	PLI 20-BK Monitor	 	M0015HE3120037
	Planar
	 	PLI 20-BK Monitor	 	M0015HE3210036
	Mackie
	 	1202-VLZ Pro	 	21BU96609






Duplication Equipment




	 	 	 	 	 
	Vendor	 	Description	 	Serial #
	MF Digital
	 	Scribe EC	 	90211
	MF Digital
	 	Scribe EC	 	90212
	MF Digital
	 	Scribe EC	 	90213
	MF Digital
	 	Scribe EC	 	90214
	MF Digital
	 	Scribe EC	 	90215
	MF Digital
	 	Scribe EC	 	90216
	MF Digital
	 	Scribe EC	 	90217
	MF Digital
	 	Scribe EC	 	90218
	MF Digital
	 	Scribe EC	 	90219
	ME Digital
	 	Scribe EC	 	90220
	MF Digital
	 	Scribe EC	 	90221
	MF Digital
	 	Scribe EC	 	90222
	MF Digital
	 	Scribe EC	 	90223
	MF Digital
	 	Scribe EC	 	90224
	MF Digital
	 	Scribe EC	 	90225
	MF Digital
	 	Scribe EC	 	90226
	MF Digital
	 	Scribe EC	 	90227
	MF Digital
	 	Scribe EC	 	90228
	MF Digital
	 	Scribe EC	 	90229
	MF Digital
	 	Scribe EC	 	90230
	MF Digital
	 	Scribe EC	 	90231
	MF Digital
	 	Scribe EC	 	90232
	MF Digital
	 	Scribe EC	 	90233
	ME Digital
	 	Scribe EC	 	90234
	MF Digital
	 	Scribe EC	 	90235






 









 






	 	 	 	 	 
	Vendor	 	Description	 	Serial #
	MF Digital
	 	Scribe EC	 	90236
	Dell
	 	Dimension PC	 	78WT831
	Dell
	 	Dimension PC	 	G7WT831
	Dell
	 	Dimension PC	 	4BWT831
	Dell
	 	Dimension PC	 	49WT831
	Dell
	 	Dimension PC	 	17WT831
	Dell
	 	Dimension PC	 	G8WT831
	Dell
	 	Dimension PC	 	B5WT831
	Dell
	 	Dimension PC	 	G4WT831
	Dell
	 	Dimension PC	 	J4WT831
	Dell
	 	Dimension PC	 	3BWT831
	Dell
	 	Dimension PC	 	B8WT831
	Dell
	 	Dimension PC	 	79WT831
	Dell
	 	Dimension PC	 	18WT831
	Dell
	 	Dimension PC	 	G9WT831
	Dell
	 	Dimension PC	 	46WT831
	Dell
	 	Dimension PC	 	1BWT831
	Dell
	 	Dimension PC	 	86WT831
	Dell
	 	Dimension PC	 	7BWT831
	Dell
	 	Dimension PC	 	G6WT831
	Dell
	 	Dimension PC	 	G5WT831
	Dell
	 	Dimension PC	 	77WT831
	Dell
	 	Dimension PC	 	74WT831
	Dell
	 	Dimension PC	 	29WT831
	Dell
	 	Dimension PC	 	9BWT831
	Dell
	 	Dimension PC	 	C6WT831
	Dell
	 	Dimension PC	 	D9WT831
	Dell
	 	Server	 	HIX48G
	Dell
	 	Switch	 	TTY779
	Raritan
	 	KVM	 	K2164021
	Raritan
	 	KVM User Module	 	D3050334
	Raritan
	 	KVM Modules (UKVMPD x26)	 	N/A
	Viewsonic
	 	Monitor	 	90T031302571
	Viewsonic
	 	Monitor	 	90T031303142
	Microboards
	 	Timer	 	N/A
	Various
	 	Cabling	 	N/A
	Aluminum
	 	26' Trailer	 	N/A
	Hergo
	 	Racking	 	N/A





Trailer, 2004 model year, whose ownership is evidenced by New York State Certificate of Title
document number 898555V, and with the following title and identification number: 1N9AE26244E167013





 










 





SCHEDULE C




Principal Place of Business of the Company: 




2435 N. Central Expressway, Ste. 1610, Richardson, Texas 75080




Locations Where Collateral is Located or Stored: 



Currently, Texas and Minnesota




 









 








SCHEDULE D




Jurisdictions: Texas, Nevada, Delaware, Minnesota