Unassociated Document


    EXHIBIT
      10.25

     

    
      Pledge Agreement
        (Deposit Account)

      Dated
        December 14, 2007

      

        This
          Pledge Agreement (“this Agreement”) has been executed by Advanced Biotherapy,
          Inc., a
          corporation organized under the law of the State of Delaware, as
          debtor
          (“we,”
          “us,”
          “our”
or
          “Debtor”)
          in
          favor of The
          Northern Trust Company (“you,”
          “your”
or
          "Secured
          Party").
          For
          good and valuable consideration, the receipt and adequacy of which are
          acknowledged Debtor agrees as follows:

      

      


      1. PLEDGE.
        Debtor
        grants to Secured Party a security interest in, and pledges to Secured Party,
        all of Debtor’s right, title, and interest in and to certificate of deposit
        account number 3800469685 and any replacement or successor account
        (collectively, the "Account")
        in
        Debtor’s name, as well as each renewal, replacement and substitution of,
        interest credited to, deposits into, all sums due or to become due on, and
        proceeds of, the Account (the Account and such other property and rights,
        the
“Collateral”).
        Unless an “Event of Default” (as defined below) has occurred and is continuing,
        upon our request you shall wire-transfer funds out of the Account, or transfer
        funds to another of our accounts with you, if and only if after any such
        transfer the collected balance in the Account at all times exceeds the sum
        of
        the outstanding face amount of the “Letter of Credit” (as defined below) plus
        any unpaid draws under the Letter of Credit. We agree that in no case whatsoever
        will we write or allow to be presented checks or other drafts against the
        Account, or effect withdrawals by any means other than transfers by you at
        our
        request as specified in the just-previous sentence.

       

      2. LIABILITIES
        SECURED.
        For
        purposes hereof, “Letter of Credit” means your letter of credit no.
        SLC302627,
        as and
        if amended, restated, renewed, extended or replaced from time to time,
This
        Agreement secures payment of any and all liabilities of Debtor or Organic
        Farm
        Marketing, LLC to you under or in connection with: (i) this Agreement; and
        (ii)
        the Letter of Credit,
        including our reimbursement obligations for draws thereunder, whether under
        any
        Application and Agreement for Letter of Credit or otherwise
        (such
        liabilities referenced in this sentence, the "Liabilities").

      


      3. EVENTS
        OF DEFAULT. The
        occurrence of each of the following shall be an “Event
        of Default”:
        (a) a
        draw occurs under the Letter of Credit; (b) a default occurs in the payment
        or
        performance of the Liabilities or any agreement evidencing or relating to
        the
        Liabilities, including any Application and Agreement for Letter of Credit;
        (c) a
        default, event of default, or other event that requires the prepayment of
        borrowed money or permits the acceleration of the maturity thereof, under
        the
        terms of any evidence of indebtedness or other agreement issued or assumed
        or
        entered into by us; (d) any representation, warranty, financial statement,
        or
        other writing furnished by or on behalf of us to you is false or misleading
        in
        any material respect on the date as of which the facts therein set forth
        are
        stated or certified; or (e) a bankruptcy or insolvency proceeding is filed
        by or
        against us.

      


      4. REMEDIES.
        If an
        Event of Default referenced in (e) of the Section entitled “EVENTS OF DEFAULT”
occurs, the Liabilities shall be deemed automatically due and payable without
        action or notice of any kind. If any Event of Default occurs and is continuing:
        (w) you may apply or set off the Collateral against the Liabilities without
        further notice to or consent of us; (x) you may declare the Liabilities
        immediately due and payable without additional notice of any kind; (y) you
        may
        exercise any other rights available to you under the Uniform Commercial Code
        of
        Illinois, as amended from time to time, or otherwise at law or in equity;
        and
        (z) you may deposit the Collateral into a special bank account (together
        with
        balances therein and proceeds thereof, the “Collateral
        Account”)
        with
        you over which you alone have legal control and power of withdrawal. The
        maintenance of any Collateral Account shall be solely for your convenience
        and
        we shall not have any right, title or interest in any Collateral Account
        At such
        time as all Liabilities have been paid and fulfilled in full, you will pay
        over
        to us any excess 

       

      
        
           

        

        
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      amounts
        in the Collateral Account. If notice of sale or disposition of Collateral
        is
        required by law, at least ten days’ advance notice shall be deemed commercially
        reasonable for all purposes. Any and all payments upon the Liabilities by
        us or
        any other person, and the proceeds of any and all security therefor may be
        applied by you to the Liabilities in such order as you determine. You have
        no
        obligation to marshal assets.

      


      5. WAIVER
        OF DEFENSES. With
        respect to our obligations hereunder or in connection herewith, we waive
        any
        defense or counterclaim that is or may be available to a guarantor or surety
        at
        law or in equity. We also waive presentment, protest, demand, notice of dishonor
        or default, notice of acceptance of this Agreement, notice of any extensions
        granted or other action taken in reliance hereon, and all demands and notices
        of
        any kind in connection with this Agreement or the Liabilities.

      


      6. LENDER
        RIGHTS CUMULATIVE.
        Your
        rights and remedies herein provided are cumulative and not exclusive of any
        rights or remedies provided by law or under any other document now or hereafter
        pertaining to the Liabilities. You may, by written notice to us, at any time
        and
        from time to time, waive our noncompliance with this Agreement, subject to
        such
        conditions as shall be specified therein. No such waiver shall extend to
        or
        impair any subsequent or other noncompliance. No failure to exercise, and
        no
        delay in exercising, on your part of any right, power or privilege hereunder
        shall preclude any other or further exercise thereof or the exercise of any
        other right, power or privilege. 

      


      7.  ATTORNEYS
        FEES, ETC.
        If we
        fail to comply with this Agreement or any other agreement pertaining to the
        Liabilities, we agree to pay or reimburse you for all costs and expenses,
        including attorneys’ fees and legal costs and expenses (whether in or out of
        court, in original or appellate proceedings or in bankruptcy) incurred or
        paid
        by you in enforcing or preserving your rights hereunder and thereunder. We
        also
        agree to indemnify, hold harmless and reimburse you for, from and against
        any
        and all claims, losses, costs and expenses, including attorneys’ fees and legal
        costs and expenses (whether in or out of court, in original or appellate
        proceedings or in bankruptcy) incurred or paid by you as a result of your
        accepting and complying with this Agreement.

      


      8. NOTICES. Any
        notice required to be given under this Agreement shall be given in writing,
        and
        shall be effective when actually delivered and receipted for if delivered
        in
        person, one business day after being deposited with a nationally recognized
        overnight courier, or five days after deposited in the United States mail,
        first
        class, certified or registered mail postage prepaid, directed, if to us to
        503
        N. Adams, Thorp, WI 54771 (Attention: Christopher Capps); or you to The Northern
        Trust Company, 50 South LaSalle, Chicago, IL 60603 (Attention: K. Berry).
        Any
        party may change its address for notices under this Agreement by giving formal
        written notice to the other party in accord herewith, specifying that the
        purpose of the notice is to change the party’s address.

      


      9. MISCELLANEOUS.
        We
        represent and warrant to you that the execution, delivery and performance
        of
        this Agreement and all related documents are within our powers and have been
        authorized by all necessary action required by law, and that this Agreement
        and
        all related documents are our binding obligations enforceable in accord with
        their terms except as such enforcement may be limited by bankruptcy, insolvency
        and other laws affecting creditors’ rights generally, and by the discretionary
        nature of equitable remedies. The undersigned officer of or other person
        signing
        on our behalf represents and warrants that (s)he is authorized to sign this
        Agreement on behalf of Debtor. This Agreement shall be governed by the internal
        law of the state of Illinois, shall bind us and our successors and assigns,
        and
        shall inure to the benefit of you and your successors and assigns. This
        Agreement may be executed in two or more counterparts, and (if there is more
        than one party) by each party on separate counterparts, each of which shall
        be
        deemed an original but which together shall constitute one and the same
        instrument. As used in this Agreement, unless otherwise specified : the term
        “including” means “including without limitation;” the term “days” means
“calendar days”; and terms such as “herein,” “hereof” and words of similar
        import refer to this Agreement as a whole. Unless otherwise defined herein,
        all
        terms (including those not capitalized) that are defined in the Uniform
        Commercial Code of Illinois shall have the same meanings herein as in such
        Code,
        as such Code may be amended from time to time. Unless the context requires
        otherwise, wherever used herein the singular shall include the plural and
        vice
        versa, and the use of one gender shall also denote the others. Captions herein
        are for convenience of reference only and shall not define or limit any of
        the
        terms or provisions hereof; references herein to sections or provisions without
        reference to the document in which they are contained are references to this
        Agreement.

      


      
        
           

        

        
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      10. WAIVER
        OF JURY TRIAL, ETC. WE AND YOU (BY YOUR ACCEPTANCE HEREOF AS PROVIDED BELOW,
        IRREVOCABLY:(A) AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT
        TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE SUBJECT
        TO
        LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER COOK COUNTY,
        ILLINOIS; (B) CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE
        OR
        FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE;
        AND
        (C) WAIVE
        ANY RIGHT YOU OR WE MAY HAVE TO REQUEST OR DEMAND TRIAL BY
        JURY,
        TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT
        IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS
        BEEN
        BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE
        DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT
        OR
        ANY RELATED DOCUMENT.

      
        	 	 	 	 	 
	Agreed
                as provided above: 
                ADVANCED
                  BIOTHERAPY, INC. 

              	 	 	
                
                  Accepted:


                  THE
                    NORTHERN TRUST COMPANY

                

              
	 	 	 	 	 
	 	 	 	 	 
	By	 	 	By	 
	 	
                
Christopher
                Capps	 	Print
                Name	
                

              
	Title 	
                President

              	 	Its
                	
                
 
	 	 	 	 	
                
 


      

       

      
        
           

        

        
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