exh10_2.htm


     

    
      

      

    

    
      EXHIBIT
10.2



     

    MASTER
SECURITY AGREEMENT

     

    
      	
              To:

            	
              LV
      Administrative Services, Inc., as
Agent

            


    

    
      	
               
      

            	
              c/o
      Valens Capital Management, LLC

            


    

    
      	
               
      

            	
              335
      Madison Avenue, 10th
      Floor

            


    

    
      	
               
      

            	
              New
      York, NY 10017

            


    

     

    Date:
February 24, 2010

     

    To Whom
It May Concern:

     

    1. To secure
the payment of all Obligations (as hereafter defined), each of the undersigned
parties (other than the Agent (as defined below)) and each other entity that is
required to enter into this Master Security Agreement (each an “Assignor” and,
collectively, the “Assignors”) hereby
assigns and grants to the Agent, for the ratable benefit of the Creditor Parties
(as hereafter defined), a continuing security interest in all of the following
property now owned or at any time hereafter acquired by such Assignor, or in
which such Assignor now has or at any time in the future may acquire any right,
title or interest (the “Collateral”): all
cash, cash equivalents, accounts, accounts receivable, deposit accounts,
inventory, equipment, goods, fixtures, documents, instruments (including,
without limitation, promissory notes), contract rights, commercial tort claims
set forth on Schedule B
attached hereto, general intangibles (including, without limitation, payment
intangibles and an absolute right to license on terms no less favorable than
those current in effect among such Assignor’s affiliates), chattel paper,
supporting obligations, investment property (including, without limitation, all
partnership interests, limited liability company membership interests and all
other equity interests owned by any Assignor), letter-of-credit rights,
trademarks, trademark applications, tradestyles, patents, patent applications,
copyrights, copyright applications and other intellectual property in which such
Assignor now has or hereafter may acquire any right, title or interest, all
proceeds and products thereof (including, without limitation, proceeds of
insurance) and all additions, accessions and substitutions thereto or
therefor.  All items of Collateral which are defined in the UCC shall
have the meanings set forth in the UCC.  For purposes hereof, the term
“UCC” means the
Uniform Commercial Code as the same may, from time to time, be in effect in the
State of New York; provided, that in the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection or priority of, or
remedies with respect to, the Agent’s (as hereafter defined) security interest
in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term “UCC” shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of
the provisions of this Master Security Agreement (as amended, modified, restated
and/or supplemented from time to time, this “Agreement”) relating
to such attachment, perfection, priority or remedies and for purposes of
definitions related to such provisions; provided further, that to the extent
that the UCC is used to define any term herein and such term is defined
differently in different Articles or Divisions of the UCC, the definition of
such term contained in Article or Division 9 shall govern.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    2. The term
“Obligations”
as used herein shall mean and include (a) all debts, liabilities and obligations
owing by Mr. Prepaid, Inc. (“Mr. Prepaid”) to any
Creditor Party (as hereafter defined) arising under, out of, or in connection
with that certain (i) Guaranty dated as of the date hereof executed by Mr.
Prepaid in favor of the Creditor Parties (as amended, modified, restated and/or
supplemented from time to time, the “Guaranty”), (b) all
debts, liabilities and obligations owing by Rapid Link, Incorporated (“Rapid Link”) to any
Creditor Party arising under, out of, or in connection with that certain Secured
Term Note dated on or about the date hereof issued by Rapid Link to the Lenders
(as amended, modified, restated and/or supplemented from time to time, the
“Note”) and (c)
all debts, liabilities and obligations owing by any Assignor and/or Debtor to
any Creditor Party arising under, out of, or in connection with each of the
other documents, instruments or agreements relating to or executed in connection
with the foregoing (such other documents, instruments and agreements, together
with the Guaranty and the Note, as each may be amended, modified, restated or
supplemented from time to time, collectively, the “Documents”), and in
connection with any documents, instruments or agreements relating to or executed
in connection with the Documents or any documents, instruments or agreements
referred to therein or otherwise, and in connection with any other indebtedness,
obligations or liabilities of each such Assignor to any Creditor Party, whether
now existing or hereafter arising, direct or indirect, liquidated or
unliquidated, absolute or contingent, due or not due and whether under, pursuant
to or evidenced by a note, agreement, guaranty, instrument or otherwise,
including, without limitation, obligations and liabilities of each Assignor for
post-petition interest, fees, costs and charges that accrue after the
commencement of any case by or against such Assignor and/or Debtor under any
bankruptcy, insolvency, reorganization or like proceeding (collectively, the
“Debtor Relief
Laws”) in each case, irrespective of the genuineness, validity,
regularity or enforceability of such Obligations, or of any instrument
evidencing any of the Obligations or of any collateral therefor or of the
existence or extent of such collateral, and irrespective of the allowability,
allowance or disallowance of any or all of the Obligations in any case commenced
by or against any Assignor under any Debtor Relief Law.  For purposes
hereof, the following terms shall have the following meanings:  (a)
“Creditor
Party” shall mean Valens U.S. SPV I, LLC, Valens Offshore SPV II Corp.,
Laurus Master Fund, Ltd. (In Liquidation) (collectively, the “Lenders”) and Agent
and (b) “Agent” shall mean LV Administrative Services, Inc. as administrative
and collateral agent for Lenders.

     

    3. Each
Assignor hereby jointly and severally represents, warrants and covenants to
Agent, for the benefit of the Creditor Parties, that:

     

    
      	
              (a)  

            	
              it
      is a corporation, partnership or limited liability company, as the case
      may be, validly existing, in good standing and formed under the respective
      laws of its jurisdiction of formation set forth on Schedule A, and
      each Assignor will provide the Agent thirty (30) days’ prior written
      notice of any change in any of its respective jurisdiction of
      formation;

            


    

     

    
      	
              (b)  

            	
              its
      legal name is as set forth in its Certificate of Incorporation or other
      organizational document (as applicable) as amended through the date hereof
      and as set forth on Schedule A
      attached hereto, and it will provide the Agent thirty (30) days’ prior
      written notice of any change in its legal
name;

            


    

     

     

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              (c)  

            	
              its
      organizational identification number (if applicable) is as set forth on
      Schedule
      A hereto, and it will provide the Agent thirty (30) days’ prior
      written notice of any change in its organizational identification
      number;

            


    

     

    
      	
              (d)  

            	
              it
      is the lawful owner of its Collateral and it has the sole right to grant a
      security interest therein and will defend the Collateral against all
      claims and demands of all persons and
entities;

            


    

     

    
      	
              (e)  

            	
              it
      will keep its Collateral free and clear of all attachments, levies, taxes,
      liens, security interests and encumbrances of every kind and nature
      (“Encumbrances”),
      except (i) Encumbrances securing the Obligations, (ii) Encumbrances
      securing indebtedness of each such Assignor not to exceed $50,000 in the
      aggregate for all such Assignors so long as all such Encumbrances are
      removed or otherwise released to the Agent’s satisfaction within ten (10)
      days of the creation thereof and (iii) Encumbrances identified on Schedule C
      hereto;

            


    

     

    
      	
              (f)  

            	
              it
      will, at its and the other Assignors’ joint and several cost and expense,
      keep the Collateral in good state of repair (ordinary wear and tear
      excepted) and will not waste or destroy the same or any part thereof other
      than ordinary course discarding of items no longer used or useful in its
      or such other Assignors’ business;

            


    

     

    
      	
              (g)  

            	
              it
      will not, without the Agent’s prior written consent, sell, exchange, lease
      or otherwise dispose of any Collateral, whether by sale, lease or
      otherwise, except for the sale of inventory in the ordinary course of
      business and for the disposition or transfer in the ordinary course of
      business during any fiscal year of obsolete and worn-out equipment or
      equipment no longer necessary for its ongoing needs, having an aggregate
      fair market value of not more than $25,000 and only to the extent
      that:

            


    

     

    
      	
              (i)  

            	
              the
      proceeds of each such disposition are used to acquire replacement
      Collateral which is subject to the Agent’s first priority perfected
      security interest, or are used to repay the Obligations or to pay general
      corporate expenses; or

            


    

     

    
      	
              (ii)  

            	
              following
      the occurrence of an Event of Default which continues to exist the
      proceeds of which are remitted to the Agent to be held as cash collateral
      for the Obligations;

            


    

     

    
      	
              (h)  

            	
              (i)
      it will insure or cause the Collateral to be insured in the Agent’s name
      (as an additional insured and lender loss payee) against loss or damage by
      fire, theft, burglary, pilferage, loss in transit and such other hazards
      as the Agent shall specify in amounts and under policies by insurers
      acceptable to the Agent and all premiums thereon shall be paid by such
      Assignor and the policies delivered to the Agent.  If any such
      Assignor fails to do so, the Agent may procure such insurance and the cost
      thereof shall be promptly reimbursed by the Assignors, jointly and
      severally, and shall constitute Obligations;
and

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                  

              	
                (ii) it
      will expressly agree that if additional loss payees and/or lender loss
      payees, other than the Agent, are named to the Collateral, the Agent will
      always be assigned to first lien position until all Obligations have been
      satisfied;

              


      

    

     

    
      	
              (i)  

            	
              it
      will at all reasonable times allow the Creditor Parties or their
      respective representatives free access to and the right of inspection of
      the Collateral;

            


    

     

    
      	
              (j)  

            	
              such
      Assignor (jointly and severally with each other Assignor) hereby
      indemnifies and saves the Agent and each other Creditor Party harmless
      from all loss, costs, damage, liability and/or expense, including
      reasonable attorneys’ fees, that the Agent and each other Creditor Party
      may sustain or incur to enforce payment, performance or fulfillment of any
      of the Obligations and/or in the enforcement of this Master Security
      Agreement or in the prosecution or defense of any action or proceeding
      either against the Agent, any other Creditor Party or any Assignor
      concerning any matter growing out of or in connection with this Master
      Security Agreement, and/or any of the Obligations and/or any of the
      Collateral except to the extent caused by the Agent’s or any Creditor
      Party’s own gross negligence or willful misconduct (as determined by a
      court of competent jurisdiction in a final and non-appealable decision);
      and

            


    

     

    
      	
              (k)  

            	
              all
      commercial tort claims (as defined in the Uniform Commercial Code as in
      effect in the State of New York) held by any Assignor are set forth on
      Schedule
      B to this Master Security Agreement; each Assignor hereby agrees
      that it shall promptly, and in any event within five (5) Business Days
      after the same is acquired by it, notify the Agent of any commercial tort
      claim acquired by it and unless otherwise consented to in writing by the
      Agent, it shall enter into a supplement to this Master Security Agreement
      granting to the Agent a security interest for the ratable benefit of the
      Creditor Parties in such commercial tort claim, securing the
      Obligations.

            


    

     

    4. Rapid
Link hereby covenants to Agent, for the benefit of the Creditor Parties,
that:

     

    
      	
              (a)  

            	
              As
      soon as available, and in any event within ninety (90) days after the end
      of each fiscal year of Rapid Link, Rapid Link’s audited financial
      statements with a report of independent certified public accountants of
      recognized standing selected by Rapid Link and acceptable to the Agent
      (the “Accountants”),
      which annual financial statements shall be without qualification and shall
      include each of Rapid Link’s and its Subsidiaries’ balance sheet as at the
      end of such fiscal year and the related statements of each of Rapid Link’s
      and its Subsidiaries’ income, retained earnings and cash flows for the
      fiscal year then ended, prepared on a consolidating and consolidated
      basis, all in reasonable detail and prepared in accordance with generally
      accepted accounting principals, practices and procedures in effect from
      time to time in the United States of America (“GAAP”),
      together with (i) if and when available, copies of any management letters
      prepared by the Accountants; and (ii) a certificate of Rapid Link’s
      President, Chief Executive Officer or Chief Financial Officer stating that
      such financial statements have been prepared in accordance with GAAP and
      whether or not such officer has knowledge of the occurrence of any Default
      or Event of Default and, if so, stating in reasonable detail the facts
      with respect thereto;

            


    

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (b)  

            	
              As
      soon as available and in any event within forty five (45) days after the
      end of each fiscal quarter of Rapid Link, an unaudited/internal balance
      sheet and statements of income, retained earnings and cash flows of each
      of Rapid Link and each of its Subsidiaries as at the end of and for such
      quarter and for the year to date period then ended, prepared on a
      consolidating and consolidated basis, in reasonable detail and stating in
      comparative form the figures for the corresponding date and periods in the
      previous year, all prepared in accordance with GAAP, subject to year-end
      adjustments and accompanied by a certificate of Rapid Link’s President,
      Chief Executive Officer or Chief Financial Officer, stating (i) that such
      financial statements have been prepared in accordance with GAAP, subject
      to year-end audit adjustments, and (ii) whether or not such officer has
      knowledge of the occurrence of any Event of Default hereunder not
      theretofore reported and remedied and, if so, stating in reasonable detail
      the facts with respect thereto;

            


    

     

    
      	
              (c)  

            	
              As
      soon as available and in any event within twenty-five (25) days after the
      end of each calendar month, an unaudited/internal balance sheet and
      statements of income, retained earnings and cash flows of each of Rapid
      Link and its Subsidiaries as at the end of and for such month and for the
      year to date period then ended, prepared on a consolidating and
      consolidated basis, in reasonable detail and stating in comparative form
      the figures for the corresponding date and periods in the previous year,
      all prepared in accordance with GAAP, subject to year-end adjustments and
      accompanied by a certificate of Rapid Link’s President, Chief Executive
      Officer or Chief Financial Officer, stating (i) that such financial
      statements have been prepared in accordance with GAAP, subject to year-end
      audit adjustments, and (ii) whether or not such officer has knowledge of
      the occurrence of any Event of Default hereunder not theretofore reported
      and remedied and, if so, stating in reasonable detail the facts with
      respect thereto; and

            


    

     

    
      	
              (d)  

            	
              Promptly
      after (i) the filing thereof, copies, if any, of Rapid Link’s most recent
      registration statements and annual, quarterly, monthly or other regular
      reports which Rapid Link files with the Securities and Exchange
      Commission, and (ii) the issuance thereof, copies of such financial
      statements, reports and proxy statements as Rapid Link shall send to its
      stockholders.

            


    

     

     

     

    
      
        
        

      

      
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    5. The
occurrence of any of the following events or conditions shall constitute an
“Event of
Default” under this Master Security Agreement:

     

    
      	
              (a)  

            	
              any
      Obligation shall fail to be paid when
due;

            


    

     

    
      	
              (b)  

            	
              any
      covenant or any other term or condition of this Master Security Agreement
      or any other Document is breached in any material respect and such breach,
      to the extent subject to cure, shall continue without remedy for a period
      of fifteen (15) days after the occurrence
  thereof;

            


    

     

    
      	
              (c)  

            	
              any
      representation or warranty, or statement made or furnished to the Agent or
      any other Creditor Party under this Master Security Agreement or any other
      Document by any Assignor or on any Assignor’s behalf should prove to any
      time be false or misleading in any material respect on the date as of
      which made or deemed made;

            


    

     

    
      	
              (d)  

            	
              the
      loss, theft, substantial damage, destruction, sale or encumbrance to or of
      any of the Collateral or the making of any levy, seizure or attachment
      thereof or thereon except to the
extent:

            


    

     

    
      	
              (i)  

            	
              such
      loss is covered by insurance proceeds which are used to replace the item
      or repay the Agent; or

            


    

     

    
      	
              (ii)  

            	
              said
      levy, seizure or attachment does not secure indebtedness in excess of
      $100,000 in the aggregate for all Assignors and such levy, seizure or
      attachment has been removed or otherwise released within ten (10) days of
      the creation or the assertion
thereof;

            


    

     

    
      	
              (e)  

            	
              if
      any Assignor shall (i) apply for, consent to or suffer to exist the
      appointment of, or the taking of possession by, a receiver, custodian,
      trustee or liquidator of itself or of all or a substantial part of its
      property, (ii) make a general assignment for the benefit of creditors,
      (iii) commence a voluntary case under the federal bankruptcy laws (as now
      or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v)
      file a petition seeking to take advantage of any other law providing for
      the relief of debtors, (vi) acquiesce to, or fail to have dismissed,
      within thirty (30) days, any petition filed against it in any involuntary
      case under such bankruptcy laws, or (vii) take any action for the purpose
      of effecting any of the foregoing;

            


    

     

    
      	
              (f)  

            	
              any
      Assignor shall admit in writing its inability, or be generally unable to
      pay its debts as they become due or cease operations of its present
      business;

            


    

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (g)  

            	
              any
      Assignor directly or indirectly sells, assigns, transfers, conveys, or
      suffers or permits to occur any sale, assignment, transfer or conveyance
      of any assets of such Company or any interest therein, except as permitted
      herein;

            


    

     

    
      	
              (h)  

            	
              if
      Mr. Prepaid attempts to terminate, or challenges the validity of, its
      liability under the Guaranty; or

            


    

     

    
      	
              (i)  

            	
              an
      Event of Default shall have occurred under and as defined in any
      Document.

            


    

     

    6. Upon the
occurrence of any Event of Default and at any time thereafter, the Agent may
declare all Obligations immediately due and payable and the Agent shall have the
remedies of a secured party provided in the UCC as in effect in the State of New
York, this Agreement and other applicable law.  Upon the occurrence of
any Event of Default and at any time thereafter, the Agent will have the right
to take possession of the Collateral and to maintain such possession on any
Assignor’s premises or to remove the Collateral or any part thereof to such
other premises as the Agent may desire.  Upon the Agent’s request,
each Assignor shall assemble or cause the Collateral to be assembled and make it
available to the Agent at a place designated by the Agent.  The Agent
may, if it so elects, seek the appointment of a receiver or keeper to take
possession of the Collateral and to enforce any of the Agent’s remedies (for the
benefit of the Agent and the Creditor Parties), with respect to such appointment
without prior notice or hearing as to such appointment.  If any
notification of intended disposition of any Collateral is required by law, such
notification, if mailed, shall be deemed properly and reasonably given if mailed
at least ten (10) days before such disposition, postage prepaid, addressed to
the applicable Assignor either at such Assignor’s address shown herein or at any
address appearing on the Agent’s records for such Assignor.  Any
proceeds of any disposition of any of the Collateral shall be applied by the
Agent to the payment of all expenses in connection with the sale of the
Collateral, including reasonable attorneys’ fees and other legal expenses and
disbursements and the reasonable expenses of retaking, holding, preparing for
sale, selling, and the like, and any balance of such proceeds may be applied by
the Agent toward the payment of the Obligations in such order of application as
the Agent may elect, and each Assignor shall be liable for any
deficiency.  For the avoidance of doubt, following the occurrence and
during the continuance of an Event of Default, the Agent shall have the
immediate right to withdraw any and all monies contained in any deposit account
in the name of any Assignor and controlled by the Agent and apply same to the
repayment of the Obligations (in such order of application as the Agent may
elect).  The parties hereto each hereby agree that the exercise by any
party hereto of any right granted to it or the exercise by any party hereto of
any remedy available to it (including, without limitation, the issuance of a
notice of redemption, a borrowing request and/or a notice of default), in each
case, hereunder, under the Guaranty, under the Note or under any other Document
shall not constitute confidential information and no party shall have any duty
to the other party to maintain such information as confidential.

     

    7. If any
Assignor defaults in the performance or fulfillment of any of the terms,
conditions, promises, covenants, provisions or warranties on such Assignor’s
part to be performed or fulfilled under or pursuant to this Master Security
Agreement, the Agent may, at its option without waiving its right to enforce
this Master Security Agreement according to its terms, immediately or at any
time thereafter and without notice to any Assignor, perform or fulfill the same
or cause the performance or fulfillment of the same for each Assignor’s joint
and several account and at each Assignor’s joint and several cost and expense,
and the cost and expense thereof (including reasonable attorneys’ fees) shall be
added to the Obligations and shall be payable on demand with interest thereon at
the highest rate permitted by law, or, at the Agent’s option, debited by the
Agent from any other deposit accounts in the name of any Assignor and controlled
by the Agent.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    8. Each
Assignor hereby appoints the Agent, or any other Person whom the Agent may
designate as such Assignor’s attorney, with power to:  (a)(i) execute
any security related documentation on such Assignor’s behalf and to supply any
omitted information and correct patent errors in any documents executed by such
Assignor or on such Assignor’s behalf; (ii) to file financing statements against
such Assignor covering the Collateral (and, in connection with the filing of any
such financing statements, describe the Collateral as “all assets and all
personal property, whether now owned and/or hereafter acquired” (or any
substantially similar variation thereof)); (iii) sign such Assignor’s name on
any invoice or bill of lading relating to any accounts receivable, drafts
against account debtors, schedules and assignments of accounts receivable,
notices of assignment, financing statements and other public records,
verifications of accounts receivable and notices to or from account debtors; and
(iv) to do all other things the Agent deems necessary to carry out the terms of
Section 1 of this Master Security Agreement and (b) upon the occurrence and
during the continuance of an Event of Default; (i) endorse such Assignor’s name
on any checks, notes, acceptances, money orders, drafts or other forms of
payment or security that may come into the Agent’s possession; (ii) sign such
Assignor’s name on any invoice or bill of lading relating to any accounts
receivable, drafts against account debtors, schedules and assignments of
accounts receivable, notices of assignment, financing statements and other
public records, verifications of accounts receivable and notices to or from
account debtors; (iii) verify the validity, amount or any other matter relating
to any accounts receivable by mail, telephone, telegraph or otherwise with
account debtors; (iv) do all other things necessary to carry out this Agreement,
any other Ancillary Agreement and all other related documents; and (v) notify
the post office authorities to change the address for delivery of such
Assignor’s mail to an address designated by the Agent, and to receive, open and
dispose of all mail addressed to such Assignor.  Each Assignor hereby
ratifies and approves all acts of the attorney and neither the Agent nor the
attorney will be liable for any acts of commission or omission, nor for any
error of judgment or mistake of fact or law other than gross negligence or
willful misconduct (as determined by a court of competent jurisdiction in a
final and non-appealable decision).  This power being coupled with an
interest, is irrevocable so long as any Obligations remains unpaid.

     

    9. No delay
or failure on the Agent’s part in exercising any right, privilege or option
hereunder shall operate as a waiver of such or of any other right, privilege,
remedy or option, and no waiver whatsoever shall be valid unless in writing,
signed by the Agent and then only to the extent therein set forth, and no waiver
by the Agent of any default shall operate as a waiver of any other default or of
the same default on a future occasion.  The Creditor Parties’ books
and records containing entries with respect to the Obligations shall be
admissible in evidence in any action or proceeding, shall be binding upon each
Assignor for the purpose of establishing the items therein set forth and shall
constitute prima facie proof thereof.  The Agent shall have the right
to enforce any one or more of the remedies available to the Agent, successively,
alternately or concurrently.  Each Assignor agrees to join with the
Agent in executing such documents or other instruments to the extent required by
the UCC in form satisfactory to the Agent and in executing such other documents
or instruments as may be required or deemed necessary by the Agent for purposes
of affecting or continuing the Agent’s security interest in the
Collateral.

     

     

     

    
      
        
        

      

      
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    10. The
Assignors shall jointly and severally pay all of the Agent’s and each other
Creditor Party’s out-of-pocket costs and expenses, including reasonable fees and
disbursements of in-house or outside counsel and appraisers, in connection with
the preparation, execution and delivery of the Documents, and in connection with
the prosecution or defense of any action, contest, dispute, suit or proceeding
concerning any matter in any way arising out of, related to or connected with
any Document.  The Assignors shall also jointly and severally pay all
of the Agent’s and each other Creditor Party’s reasonable fees, charges,
out-of-pocket costs and expenses, including fees and disbursements of counsel
and appraisers, in connection with (a) the preparation, execution and delivery
of any waiver, any amendment thereto or consent proposed or executed in
connection with the transactions contemplated by the Documents, (b) the Agent’s
obtaining performance of the Obligations under the Documents, including, but not
limited to the enforcement or defense of the Agent’s security interests,
assignments of rights and liens hereunder as valid perfected security interests,
(c) any attempt to inspect, verify, protect, collect, sell, liquidate or
otherwise dispose of any Collateral, (d) any appraisals or re appraisals of any
property (real or personal) pledged to the Agent by any Assignor as Collateral
for, or any other Person as security for, the Obligations hereunder and (e) any
consultations in connection with any of the foregoing.  The Assignors
shall also jointly and severally pay the Agent’s and each other Creditor Party’s
customary bank charges for all bank services (including wire transfers)
performed or caused to be performed by the Agent or any other Creditor Party for
any Assignor at any Assignor’s request or in connection with any Assignor’s loan
account (if any) with the Agent or any other Creditor Party.  All such
costs and expenses together with all filing, recording and search fees, taxes
and interest payable by the Assignors to the Agent shall be payable on demand
and shall be secured by the Collateral.  If any tax by any nation or
government, any state or other political subdivision thereof, and any agency,
department or other entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government (each, a
“Governmental
Authority”) is or may be imposed on or as a result of any transaction
between any Assignor, on the one hand, and the Agent and/or any other Creditor
Party on the other hand, which the Agent and/or any other Creditor Party is or
may be required to withhold or pay, the Assignors hereby jointly and severally
indemnify and hold the Agent and each other Creditor Party harmless in respect
of such taxes, and the Assignors will repay to the Agent or such other Creditor
Party the amount of any such taxes which shall be charged to the Assignors’
account; and until the Assignors shall furnish the Agent and such other Creditor
Party with indemnity therefor (or supply the Agent and such other Creditor Party
with evidence satisfactory to it that due provision for the payment thereof has
been made), the Creditor Parties may hold without interest any balance standing
to each Assignor’s credit (if any) and the Agent shall retain its liens in any
and all Collateral.

     

    11. THIS
MASTER SECURITY AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.  All of the rights, remedies, options, privileges and elections
given to the Agent hereunder shall inure to the benefit of the Agent’s
successors and assigns.  The term “Agent” as herein used
shall include the Agent, any parent of the Agent’s, any of the Agent’s
subsidiaries and any co-subsidiaries of the Agent’s parent, whether now existing
or hereafter created or acquired, and all of the terms, conditions, promises,
covenants, provisions and warranties of this Agreement shall inure to the
benefit of each of the foregoing, and shall bind the representatives, successors
and assigns of each Assignor.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    12. Each
Assignor hereby consents and agrees that the state and federal courts located in
the County of New York, State of New York shall have exclusive jurisdiction to
hear and determine any claims or disputes between Assignor, on the one hand, and
the Agent and/or any other Creditor Party, on the other hand, pertaining to this
Master Security Agreement or to any matter arising out of or related to this
Master Security Agreement, provided, that the Agent, each other Creditor Party
and each Assignor acknowledges that any appeals from those courts may have to be
heard by a court located outside of the County of New York, State of New York,
and further provided, that nothing in this Master Security Agreement shall be
deemed or operate to preclude the Agent from bringing suit or taking other legal
action in any other jurisdiction to collect, the Obligations, to realize on the
Collateral or any other security for the Obligations, or to enforce a judgment
or other court order in favor of the Agent.  Each Assignor expressly
submits and consents in advance to such jurisdiction in any action or suit
commenced in any such court, and each Assignor hereby waives any objection which
it may have based upon lack of personal jurisdiction, improper venue or forum non conveniens.  Each
Assignor hereby waives personal service of the summons, complaint and other
process issues in any such action or suit and agrees that service of such
summons, complaint and other process may be made by registered or certified mail
addressed to such assignor at the address set forth on the signature lines
hereto and that service so made shall be deemed completed upon the earlier of
such Assignor’s actual receipt thereof or three (3) days after deposit in the
U.S. mails, proper postage prepaid.

     

    The
parties desire that their disputes be resolved by a judge applying such
applicable laws.  Therefore, to achieve the best combination of the
benefits of the judicial system and of arbitration, the parties hereto waive all
rights to trial by jury in any action, suit, or proceeding brought to resolve
any dispute, whether arising in contract, tort, or otherwise between the Agent
and/or any other Creditor Party, and/or any Assignor arising out of, connected
with, related or incidental to the relationship established between them in
connection with this Master Security Agreement or the transactions related
hereto.

     

    13. This
Master Security Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which shall constitute one
instrument.  Any signature delivered by a party by facsimile or
electronic transmission shall be deemed to be an original signature
hereto.

     

     

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

     

    14. It is
understood and agreed that any person or entity that desires to become an
Assignor hereunder, or is required to execute a counterpart of this Master
Security Agreement after the date hereof pursuant to the requirements of any
Document, shall become an Assignor hereunder by (x) executing a joinder
agreement in form and substance satisfactory to the Agent, (y) delivering
supplements to such exhibits and annexes to such Documents as the Agent shall
reasonably request and (z) taking all actions as specified in this Master
Security Agreement as would have been taken by such Assignor had it been an
original party to this Master Security Agreement, in each case with all
documents required above to be delivered to the Agent and with all documents and
actions required above to be taken to the reasonable satisfaction of the
Agent.

     

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        11

        
          

        

      

      
         


      

    


    


     

    15. All
notices from the Agent to any Assignor shall be sufficiently given if mailed or
delivered to such Assignor’s address set forth below.

     

    
    

    


    
    

     

    
      	 	 Very truly
      yours,
	 	 
	 	  MR.
      PREPAID, INC.
	 	 
	 	 
	 	 By:                                                                         
      
	 	       
      Name:
	 	       
      Title:
	 	 
	 	 
	 	 Address:
	 	                                                                                    
	 	                                                                                    
	 	 Attention:
	 	 Facsimile
      No.:
	 	 
	 	 
	 	 RAPID LINK,
      INCORPORATED
	 	 
	 	 
	 	 By:                                                                         
      
	 	       
      Name:
	 	      
       Title:
	 	 
	 	 
	 	 Address:
	 	                                                                                    
	 	                                                                                    
	 	 Attention:
	 	 Facsimile
      No.:
	 	 


    

     

    


     

    
    

    AGREED
AND ACKNOWLEDGED:

     

    LV
ADMINISTRATIVE SERVICES, INC.,

    as
Agent

     

     

    
      By:                                                             
   

    

    
           
Name:

      
             
Title:

      

    

     

     

     

    
 

    
      
        
          
            	
                     

                  	 
      	
                    SIGNATURE
      PAGE TO

                    MASTER
      SECURITY AGREEMENT

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE
A

     

    
      	
              Entity

            	
              Jurisdiction of
      Formation

            	
              Organizational

              Identification
      Number

            
	
              Mr.
      Prepaid, Inc.

            	
              Florida

            	
              P07000031463

            
	
              Rapid
      Link, Incorporated

            	
              Delaware

            	
              2986938

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    
 

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
B

     

    COMMERCIAL TORT
CLAIMS

     

    None.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    



    
      
        
          
            	
                     

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE
C

     

    PERMITTED
ENCUMBRANCES

     

    Lien in
favor of Blackbird Corporation (“Blackbird”), the lien
priorities with respect to which are governed by the terms of a Subordination
Agreement dated as of February 24, 2010 by and among the Creditor Parties and
Blackbird.