Unassociated Document


    
       

    

    
      
        
          
            
              
                

                

              

               

              EXHIBIT 10.11

              
                
                  
                     

                    
                      ASSIGNMENT
OF DEPOSIT ACCOUNT

                       

                    

                  

                

                
                  	
                          
                            Principal

                          

                          
                            185,000.00

                          

                        	
                          
                            Loan
      Date

                          

                          
                            02-25-2008

                          

                        	
                          
                            Maturity
      

                            02-25-2013

                          

                        	
                          
                            Loan
      No 

                            0000000018

                          

                        	
                          
                            Call/
      Coll

                          

                        	
                          
                            Account

                            1050424213

                          

                        	
                          
                            Officer

                          

                        	
                          
                            Initials

                          

                        
	
                          
                            References in
      the boxes above are for Lender's use only and do not limit the
      applicability of this document to any particular loan or
      item.

                          

                          
                            Any item
      above containing "***" has been omitted due to text length
      limitations.

                          

                        


                

                
                   

                  
                    	
                            Borrower:

                          	

                            LANDPIXX,
      LLC

                          	
                            Lender:

                          	
                            BANK
      OF THE WEST

                          	 
      	 
      
	 
      	

                            HUGH
      H. WILLIAMSON III

                          	 
      	
                            North/West
      Denver CBO #21190

                          	 
      	 
      
	 
      	
                            

                              15000
      W64TH AVE

                            

                          	 
      	
                            3779
      Evergreen Parkway

                          	 
      	 
      
	 
      	
                            

                              ARVADA.CO  80007

                            

                          	 
      	
                            PO
      Box 2650

                          	 
      	 
      
	 
      	
                             

                          	 
      	
                            Evergreen,
      CO  80439-2650

                          	 
      	 
      
	 
      	
                             

                          	 
      	
                            (888)
      457-2692

                          	 
      	 
      


                  

                  
                     

                    
                      
                        	
                                Corporation:

                              	      
                                HUGH
      H. WILLIAMSON III

                              	
                              	
                              	 
      	 
      
	 
      	3773 CHERRY CREEK NORTH DRIVE, STE 995	 
      	
                              	 
      	 
      
	 
      	
                                

                                  DENVER,
      CO 80209

                                

                              	 
      	
                              	 
      	 
      


                      

                      
                        
                          
                            

                          

                        

                      

                    

                    
                      
                        
                          
                            THIS
ASSIGNMENT OF DEPOSIT ACCOUNT dated February 25, 2008, is made and executed
among HUGH H. WILLIAMSON III ("Grantor"); LANDPIXX, LLC; and HUGH H. WILLIAMSON
III ("Borrower"): and BANK OF THE WEST ("Lender").

                          

                          
                             

                            ASSIGNMENT. For valuable consideration. Grantor assigns and
grants to Lender a security interest in the Collateral, including without
limitation the deposit accounts described below, to secure the Indebtedness and
agrees that Lender shall have the rights stated in this Agreement with respect
to the Collateral, in addition to all other rights which Lender may have by
law.

                          

                          
                             

                            
                              COLLATERAL DESCRIPTION. The word "Collateral" means the following described
deposit account ("Account"): Savings Account Number 492122585 with Lender with
an approximate balance of $185,000.00 together
with (A) all interest, whether now accrued or hereafter accruing; (B) all
additional deposits hereafter made to the Account; (C) any and all proceeds from
the Account; and (D) all renewals, replacements and substitutions for any of the
foregoing.

                            

                          

                          
                             

                            CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all
obligations, debts and liabilities, plus interest thereon, of either Grantor or
Borrower to Lender, or any one or more of them, as well as all claims by Lender
against Borrower and Grantor or any one or more of them, whether now existing or
hereafter arising, whether related or unrelated to the purpose of the Note,
whether voluntary or otherwise, whether due or not due, direct or indirect,
determined or undetermined, absolute or contingent, liquidated or unliquidated,
whether Borrower or Grantor may be liable individually or jointly with others,
whether obligated as guarantor, surety, accommodation party or otherwise, and
whether recovery upon such amounts may be or hereafter may become barred by any
statute of limitations, and whether the obligation to repay such amounts may be
or hereafter may become otherwise unenforceable.

                          

                          
                             

                            BORROWER'S WAIVERS
AND RESPONSIBILITIES. Except as otherwise
required under this Agreement or by applicable law, (A) Borrower agrees that
Lender need not tell Borrower about any action or inaction Lender takes in
connection with this Agreement; (B) Borrower assumes the responsibility for
being and keeping informed about the Collateral; and (C) Borrower waives any
defenses that may arise because of any action or inaction of Lender, including
without limitation any failure of Lender to realize upon the Collateral or any
delay by Lender in realizing upon the Collateral; and Borrower agrees to remain
liable under the Note no matter what action Lender takes or fails to take under
this Agreement.

                          

                          
                             

                            GRANTOR'S REPRESENTATIONS AND
WARRANTIES. Grantor warrants that: (A)
this Agreement is executed at Borrower's request and not at the request of
Lender; (B) Grantor has the full right, power and authority to enter into this
Agreement and to pledge the Collateral to Lender; (C) Grantor has established
adequate means of obtaining from Borrower on a continuing basis information
about Borrower's financial condition; and (D) Lender has made no representation
to Grantor about Borrower or Borrower's
creditworthiness.

                          

                          
                             

                            GRANTOR'S WAIVERS. Grantor waives all requirements of presentment,
protest, demand, and notice of dishonor or non-payment to Borrower or Grantor,
or any other party to the Indebtedness or the Collateral. Lender may do any of
the following with respect to any obligation of any Borrower, without first
obtaining the consent of Grantor: (A) grant any extension of time for any
payment, (B) grant any renewal, (C) permit any modification of payment terms or
other terms, or (D) exchange or release any Collateral or other security. No
such act or failure to act shall affect Lender's rights against Grantor or the
Collateral.

                          

                          
                             

                            RIGHT OF SETOFF. To the extent permitted by applicable law. Lender
reserves a right of setoff in all Grantor's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Grantor
holds jointly with someone else and all accounts Grantor may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Grantor authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.

                          

                          
                             

                            GRANTOR'S REPRESENTATIONS AND
WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents
and promises to Lender that:

                          

                          
                             

                            Ownership.  Grantor is the lawful owner of the Collateral free
and clear of all loans, liens, encumbrances, and claims except as disclosed to
and accepted by Lender in writing.

                          

                          
                             

                            Right to Grant Security
Interest. Grantor has the full
right, power, and authority to enter into this Agreement and to assign the
Collateral to Lender.

                          

                          
                             

                            No Prior
Assignment. Grantor has not
previously granted a security interest in the Collateral to any other
creditor.

                          

                          
                             

                            No Further
Transfer. Grantor shall not sell,
assign, encumber, or otherwise dispose of any of Grantor's riqhts in the
Collateral except as provided in this Ayitjeinent.

                          

                          
                             

                            No Defaults.  There are no defaults relating to the Collateral,
and there are no offsets or counterclaims to the same.   Grantor
will strictly and promptly do everything required of Grantor under the terms,
conditions, promises, and agreements contained in or relating to
the

                          

                        

                         

                         

                        
                          
                             

                          

                          
                             

                            
                              

                            

                          

                          
                             

                          

                        

                         

                        
                          
                            ASSIGNMENT
OF DEPOSIT ACCOUNT

                             

                          

                          
                            	
                                    Loan
      No: 0000000018

                                  	
                                    (Continued)

                                  	
                                    Page
      2

                                  


                          

                        

                        
                          
                            

                          

                        

                        
                          
                             

                            Collateral.

                          

                          
                             

                            Proceeds. Any
and all replacement or renewal certificates, instruments, or other benefits or
proceeds related to the Collateral that are received by Grantor shall be held by
Grantor in trust for Lender and immediately shall be delivered by Grantor to
Lender to be held as part
of the
Collateral.

                          

                          
                             

                            Validity; Binding Effect. This Agreement
is binding upon Grantor and Grantor's successors and assigns and is legally
enforceable in accordance with its
terms.

                          

                          
                             

                            Financing Statements.
Grantor authorizes Lender to file a UCC financing statement, or alternatively, a
copy of this Agreement to perfect Lender's security interest. At Lender's
request. Grantor additionally agrees to sign all other documents that are
necessary to perfect, protect, and continue Lender's security interest in the
Property. Grantor will pay all filing fees, title transfer fees, and other fees
and costs involved unless prohibited by law or unless Lender is required by law
to pay such fees and costs. Grantor irrevocably appoints Lender to execute
documents necessary to transfer title if there is a default. Lender may file a
copy of this Agreement as a financing statement. If Grantor changes Grantor's
name or address, or the name or address of any person granting a security
interest under this Agreement changes, Grantor will promptly notify the Lender
of such change.

                          

                          
                             

                            LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE
COLLATERAL. While this Agreement is in effect, Lender may
retain the rights to possession of the Collateral, together with any and all
evidence of the Collateral, such as certificates or passbooks. This Agreement
will remain in effect until (a) there no longer is any Indebtedness owing to
Lender; (b) all other obligations secured by this Agreement have been fulfilled;
and (c) Grantor, in writing, has requested from Lender a release of this
Agreement.

                          

                          
                             

                            LENDER'S EXPENDITURES. If any
action or proceeding is commenced that would materially affect Lender's interest
in the Collateral or if Grantor fails to comply with any provision of this
Agreement or any Related Documents, including but not limited to Grantor's
failure to discharge or pay when due any amounts Grantor is required to
discharge or pay under this Agreement or any Related Documents, Lender on
Grantor's behalf may (but shall not be obligated to) take any action that Lender
deems appropriate, including but not limited to discharging or paying all taxes,
liens, security interests, encumbrances and other claims, at any time levied or
placed on the Collateral and paying all costs for insuring, maintaining and
preserving the Collateral. All such expenditures incurred or paid by Lender for
such purposes will then bear interest at the rate charged under the Note from
the date incurred or paid by Lender to the date of repayment by Grantor. All
such expenses will become a part of the Indebtedness and, at Lender's option,
will (A) be payable on demand; (B) be added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or (2) the
remaining term of the Note; or (C) be treated as a balloon payment which will be
due and payable at the Note's maturity. The Agreement also will secure payment
of these amounts. Such right shall be in addition to all other rights and
remedies to which Lender may be entitled upon
Default.

                          

                          
                             

                            LIMITATIONS ON OBLIGATIONS OF
LENDER. Lender shall use ordinary reasonable care in the physical
preservation and custody of any certificate or passbook for the Collateral but
shall have no other obligation to protect the Collateral or its value. In
particular, but without limitation, Lender shall have no responsibility (A) for
the collection or protection of any income on the Collateral; (B) for the
preservation of rights against issuers of the Collateral or against third
persons; (C) for ascertaining any maturities, conversions, exchanges, offers,
tenders, or similar matters relating to the Collateral; nor (D) for informing
the Grantor about any of the above, whether or not Lender has or is deemed to
have knowledge of such matters.

                          

                          
                             

                            
                              DEFAULT.  Each
of the following shall constitute an Event of Default under this Agreement:
Payment
Default. Borrower fails to make any payment when due under the
Indebtedness.

                            

                          

                          
                             

                            Other Defaults. Borrower or Grantor fails to
comply with or to perform any other term, obligation, covenant or condition
contained in this Agreement or in any of the Related Documents or to comply with
or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower or Grantor.

                          

                          
                             

                            Default in Favor of Third
Parties. Borrower, any guarantor or Grantor defaults under any loan,
extension of credit, security agreement, purchase or sales agreement, or any
other agreement, in favor of any other creditor or person that may materially
affect any of Borrower's, any guarantor's or Grantor's property or ability to
perform their respective obligations under this Agreement or any of the Related
Documents.

                          

                          
                             

                            False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower or
Grantor or on Borrower's or Grantor's behalf under this Agreement or the Related
Documents is false or misleading in any material respect, either now or at the
time made or furnished or becomes false or misleading at any time
thereafter,

                          

                          
                             

                            Defective
Collaterallzatlon. This Agreement or any of the Related Documents
ceases to be in full force and effect (including failure of any collateral
document to create a valid and perfected security interest or lien) at any time
and for any reason.

                          

                          
                             

                            Death or Insolvency. The death
of Borrower or Grantor or the dissolution or termination of Borrower's or
Grantor's existence as a going business, the insolvency of Borrower or Grantor,
the appointment of a receiver for any part of Borrower's or Grantor's property,
any assignment for the benefit of creditors, any type of creditor workout, or
the commencement of any proceeding under any bankruptcy or insolvency laws by or
against Borrower or Grantor.

                          

                          
                             

                            Creditor or Forfeiture
Proceedings. Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Borrower or Grantor or by any governmental
agency against any collateral securing the Indebtedness. This includes a
garnishment of any of Borrower's or Grantor's accounts, including deposit
accounts, with Lender. However, this Event of Default shall not apply if there
is a good faith dispute by Borrower or Grantor as to the validity or
reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and if Borrower or Grantor gives Lender written notice of the
creditor or forfeiture proceeding and deposits with Lender monies or a surety
bond for the creditor or forfeiture proceeding, in an amount determined by
Lender, in its sole discretion, as being an adequate reserve or bond for the
dispute.

                          

                          
                             

                            Events Affecting
Guarantor. Any of the preceding events occurs with respect to any
Guarantor of any of the Indebtedness or Guarantor dies or becomes incompetent or
revokes or disputes the validity of, or liability under, any Guaranty of the
Indebtedness.

                          

                          
                             

                            Adverse Change. A material adverse change occurs in Borrower's or
Grantor's financial condition, or Lender believes the prospect of payment or
performance of the Indebtedness is impaired.

                          

                          
                             

                            Insecurity. Lender in good faith believes itself
insecure.

                          

                          
                             

                            rights amb remedies on
default. Upon the
ooourronoo of on Event of Default, or at any nme tnereatter, Lender may exercise
any one or more of the following rights and remedies, in addition to any rights
or remedies that may be available at law, in equity, or
otherwise;

                          

                          
                            


                             

                            Accelerate Indebtedness.
Lender may declare all Indebtedness of Borrower to Lender immediately due and
payable, without notice of any kind to Borrower or
Grantor.

                          

                        

                         

                         

                         

                        
                          
                             

                          

                          
                             

                            
                              

                            

                          

                          
                             

                          

                        

                         

                         

                        
                          
                            
                              ASSIGNMENT
OF DEPOSIT ACCOUNT

                               

                            

                            
                              	
                                      Loan
      No: 0000000018

                                    	
                                      (Continued)

                                    	
                                      Page
      3

                                    


                            

                          

                          
                            
                              

                            

                          

                           

                          Application of
Account Proceeds. Lender may take directly all
funds in the Account and apply them to the Indebtedness. If the Account is
subject to an early withdrawal penalty, that penalty shall be deducted from the
Account before its application to the Indebtedness, whether the Account is with
Lender or some other institution. Any excess funds remaining after application
of the Account proceeds to the Indebtedness will be paid to Borrower or Grantor
as the interests of Borrower or Grantor may appear. Borrower agrees, to the
extent permitted by law, to pay any deficiency after application of the proceeds
of the Account to the Indebtedness. Lender also shall have all the rights of a
secured party under the Colorado Uniform Commercial Code, even if the Account is
not otherwise subject to such Code concerning security interests, and the
parties to this Agreement agree that the provisions of the Code giving rights to
a secured party shall nonetheless be a part of this
Agreement.

                        

                        
                          
                             

                            Transfer Title.
Lender may effect transfer of title upon sale
of all or part of the Collateral. For this purpose, Grantor irrevocably appoints
Lender as Grantor's attorney-in-fact to execute endorsements, assignments and
instruments in the name of Grantor and each of them (if more than one) as shall
be necessary or reasonable.

                          

                          
                             

                            Other Rights and
Remedies. Lender shall have and may exercise
any or all of the rights and remedies of a secured creditor under the provisions
of the Colorado Uniform Commercial Code, at law, in equity, or
otherwise.

                          

                          
                             

                            Deficiency
Judgment. If permitted by applicable law,
Lender may obtain a judgment for any deficiency remaining in the Indebtedness
due to Lender after application of all amounts received from the exercise of the
rights provided in this section.

                          

                          
                             

                            Election of
Remedies. Except as may be prohibited by
applicable law, all of Lender's rights and remedies, whether evidenced by this
Agreement or by any other writing, shall be cumulative and may be exercised
singularly or concurrently. Election by Lender to pursue any remedy shall not
exclude pursuit of any other remedy, and an election to make expenditures or to
take action to perform an obligation of Grantor under this Agreement, after
Grantor's failure to perform, shall not affect Lender's right to declare a
default and exercise its remedies.

                          

                          
                             

                            Cumulative Remedies. All of Lender's rights and
remedies, whether evidenced by this Agreement or by any other writing, shall be
cumulative and may be exercised singularly or concurrently. Election by Lender
to pursue any remedy shall not exclude pursuit of any other remedy, and an
election to make expenditures or to take action to perform an obligation of
Grantor under this Agreement, after Grantor's failure to perform, shall not
affect Lender's right to declare a default and to exercise its
remedies.

                          

                          
                             

                            MISCELLANEOUS
PROVISIONS. The following miscellaneous
provisions are a part of this Agreement:

                          

                          
                             

                            Amendments. This Agreement, together with any Related Documents,
constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Agreement. No alteration of or amendment to this
Agreement shall be effective unless given in writing and signed by the party or
parties sought to be charged or bound by the alteration or
amendment.

                          

                          
                             

                            Attorneys' Fees;
Expenses. Grantor agrees to pay upon demand
all of Lender's reasonable costs and expenses, including Lender's attorneys'
fees and Lender's legal expenses, incurred in connection with the enforcement of
this Agreement. Lender may hire or pay someone else to help enforce this
Agreement, and Grantor shall pay the reasonable costs and expenses of such
enforcement. Costs and expenses include Lender's attorneys' fees and legal
expenses whether or not there is a lawsuit, including attorneys' fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment
collection services. Grantor also shall pay all court costs and such additional
fees as may be directed by the court.

                          

                          
                             

                            Caption Headings.
Caption headings in this Agreement are for
convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.

                          

                          
                             

                            Governing Law.
This Agreement will be governed by federal law
applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Colorado without regard to its conflicts of law provisions. This
Agreement has been accepted by Lender in the State of
Colorado.

                          

                          
                             

                            Choice of Venue.
If there is a lawsuit. Grantor agrees upon
Lender's request to submit to the jurisdiction of the courts of Jefferson
County, State of Colorado.

                          

                          
                             

                            Joint and Several
Liability. All obligations of Borrower
and Grantor under this Agreement shall be joint and several, and all references
to Grantor shall mean each and every Grantor, and all references to Borrower
shall mean each and every Borrower. This means that each Borrower and Grantor
signing below is responsible for all obligations in this
Agreement.

                          

                          
                             

                            No Waiver by Lender.
Lender shall not be deemed to have waived any rights
under this Agreement unless such waiver is given in writing and signed by
Lender. No delay or omission on the part of Lender in exercising any right shall
operate as a waiver of such right or any other right. A waiver by Lender of a
provision of this Agreement shall not prejudice or constitute a waiver of
Lender's right otherwise to demand strict compliance with that provision or any
other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver of any of Lender's
rights or of any of Grantor's obligations as to any future transactions.
Whenever the consent of Lender is required under this Agreement, the granting of
such consent by Lender in any instance shall not constitute continuing consent
to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole
discretion of
Lender.

                          

                          
                             

                            Notices. Any notice required to be given under this Agreement
shall be given in writing, and shall be effective when actually delivered, when
actually received by telefacsimile (unless otherwise required by law), when
deposited with a nationally recognized overnight courier, or, if mailed, when
deposited in the United States mail, as first class, certified or registered
mail postage prepaid, directed to the addresses shown near the beginning of this
Agreement. Any party may change its address for notices under this Agreement by
giving formal written notice to the other parties, specifying that the purpose
of the notice is to change the party's address. For notice purposes, Grantor
agrees to keep Lender informed at all times of Grantor's current address. Unless
otherwise provided or required by law, if there is more than one Grantor, any
notice given by Lender to any Grantor is deemed to be notice given to all
Grantors.

                             

                          

                          
                            Power of
Attorney.   Grantor
hereby appoints Lender as its true and lawful attorney-in-fact, irrevocably,
with full power of substitution to do the following: (1) to demand, collect,
receive, receipt for, sue and recover all sums of money or other property which
may now or hereafter become due, owing or payable from the Collateral; (2) to
execute, sign and endorse any and all claims, instruments, receipts, checks,
drafts or warrants issued in payment for the Collateral; (3) to settle or
compromise any and all claims arising under the Collateral, and in the place and
stead of Grantor, to execute and deliver its release and settlement for the
claim; and (4) to file any claim or claims or to take any action or institute or
take part in any proceedings, either in its own name or in the name of Grantor,
or otherwise, which in the discretion of Lender may seem to be necessary or
advisable. This power is given as security for the Indebtedness, and the
authority hereby conferred is and shall be irrevocable and shall remain in full
force and effect until renounced by Lender.

                             

                            Severability. If a court of competent jurisdiction finds any
provision of this Agreement to be illegal, invalid, or unenforceable as to any
circumstance, that finding shall not make the offending provision illegal,
invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal, valid
and enforceable. If the offending provision cannot be so

                             

                             

                            
                              
                                 

                              

                              
                                 

                                
                                  

                                

                              

                              
                                 

                              

                            

                             

                            
                              


                              
                                


                                 

                                BORROWER:

                                 

                                


                              

                              
                                LANOPIXX,
LLC

                              

                              
                                By: /s/ CHARLES
KILLPACK

                              

                              
                                CHARLES KILLPACK,
MANAGER of LANDPIXX, LLC

                              

                              
                                


                                 

                                By:
/s/ NORA
HANNAH

                              

                              
                                NORA HANNAH,
MANAGER of LANDPIXX, LLC

                              


                              


                              
                                


                                 

                                PIXXURES, INC.,
MEMBER of LANDPIXX, LLC

                              

                              
                                


                                 

                                By:  /s/ CHARLES
KILLPACK                                                             

                              

                              
                                CHARLES KILLPACK,
PRESIDENT/CEO of PIXXURES, INC.

                              

                              
                                


                                 

                                LANDISCOR, INC..
MEMBER of LANDPIXX, LLC

                              

                              
                                


                                 

                                By:  /s/ NORA
HANNAH                                                             

                              

                              
                                NORA HANNAH,
PRESIDENT/CEO of LANDISCOR, INC.

                              

                              
                                 

                                /s/
HUGH H. WILLIAMSON III

                                HUGH H. WILLIAMSON
III, Individually 

                                 

                                LENDER:

                              

                              
                                


                                 

                                BANK OF THE
WEST

                              

                              
                                


                                /s/ Brenda
Park

                                Brenda
Park, Relationship Manager