qumi_ex49.htm


     

    EXHIBIT 4.9


    


    SECURITY
AGREEMENT

     

    This
Security Agreement (this "Agreement")
is by and among Quamtel, Inc., a Texas corporation (the "Borrower"), and
Gilder Funding (the "Secured
Party").

     

    GRANT
OF SECURITY INTEREST.

     

    The
Borrower hereby assigns and pledges to the Secured Party, and hereby grants to
the Secured Party, a lien and security interest in all of the Borrower's right,
title and interest in and to the following, wherever located, whether presently
held or hereafter acquired and whether now existing or hereafter arising by
Borrower and its subsidiaries (the "Collateral"):

     

    ●   all goods
(including, without limitation, inventory, equipment, and any accessions
thereto);

     

    ●   all
instruments (including, without limitation, promissory notes) and
documents;

     

    ●   all
securities and all other investment property, supporting obligations, any other
contract rights or rights to the payment of money, insurance claims, and all
commercial tort claims and proceeds therefrom;

     

    ●    all general
intangibles including, without limitation, all payment intangibles, patents,
patent applications, trademarks, trademark applications, trade names,
copyrights, copyright applications, software, engineering drawings, service
marks, customer lists, goodwill, and all licenses, permits, agreements of any
kind or nature pursuant to which the Borrower possesses, uses or has authority
to possess or use property (whether tangible or intangible) of others or others
possess, use or have authority to possess or use property (whether tangible or
intangible) of the Borrower;

     

    ●   all recorded
data of any kind or nature, regardless of the medium of recording including,
without limitation, all software, writings, plans, specifications and
schematics; and

     

    ●    all products
and proceeds of any and all of the foregoing Collateral and, to the extent not
otherwise included, all payments under insurance or any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to
any of the foregoing Collateral.

    


    PRIORITY OF SECURITY INTEREST.
The security interest granted by this Agreement is a first priority lien,
and Borrower agrees not to place any other lien, whether or not subordinated,
against the Collateral.

    


    SECURITY FOR OBLIGATIONS. This Agreement secures the prompt and
complete payment and performance of all obligations of the Borrower to the
Secured Party and any affiliate of the Secured Party now or hereafter existing,
specifically including all liability and obligation under that certain
Promissory Note dated the date hereof in the principal amount of one million
dollars ($1,000,000), and related documents and
agreements and performance and observance by the Borrower of all covenants and
conditions contained in the Note and related documents and agreements (all such
covenants and conditions are collectively referred to as the "Secured Obligations").

    


    
      
         


      

      
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    REPRESENTATIONS AND WARRANTIES. The Borrower
represents and warrants that the principal place of business and chief executive
office of the Borrower and the office where the Borrower keeps its records
concerning the Collateral is the city of Dallas, county of Dallas, State of
Texas. All of the Collateral is located at such principal place of business or
at certain customer premises.

    


    FURTHER
ASSURANCES; COVENANTS WITH RESPECT TO THE COLLATERAL.

     

    The
Borrower agrees that from time to time, at the expense of the Borrower, the
Borrower will promptly execute and deliver all other instruments and documents,
and take all further action, that may be necessary or desirable, or that the
Secured Party may reasonably request, in order to perfect and protect any
security interest granted or purported to be granted hereby or to enable the
Secured Party to exercise and enforce its rights and remedies under this
Agreement with respect to any Collateral. Borrower agrees to keep the Collateral
equipment in good order and repair and insured against loss and damage to
others.

    


    The
Borrower hereby authorizes the Secured Party to file one or more financing or
continuation statements, and amendments to such statements, relative to all or
any part of the Collateral without the signature of the Borrower where permitted
by law. A carbon, photographic or other reproduction of this Agreement or any
financing statement covering the Collateral or any part of the Collateral shall
be sufficient as a financing statement where permitted by law.

     

    The
Borrower agrees to notify the Secured Party of any change of its name,
organizational structure or federal tax identification number within thirty days
of such change.

     

    The
Borrower shall not permit anything to be done that may impair the value of any
of the Collateral or the lien and security interest to be afforded by this
Agreement, except in the ordinary course of business.

    


    TRANSFERS AND OTHER LIENS. The Borrower
shall not: (a) sell, assign (by agreement, operation of law or otherwise) or
otherwise dispose of any of the Collateral (other than in the ordinary course of
business); or (b) create or suffer to exist any lien or security interest upon
or with respect to any of the Collateral, except for the lien or security
interest created by this Agreement, liens and security interests in favor of the
Secured Party, liens and security interests already in existence at the time of
the execution of this Agreement, liens and security interests expressly and
validly subordinated to the security interests created by this Agreement, or
otherwise as approved in writing by the Secured Party.

     

    REMEDIES. If any Default shall have occurred
and be continuing, the Secured Party may exercise in respect of the Collateral,
in addition to other rights and remedies provided for in this Agreement or
otherwise available to it, all the rights and remedies of a secured party on
default under the UCC (whether or not the UCC applies to the affected
Collateral),

     

    SECURED PARTY APPOINTED ATTORNEY-IN-FACT.
Effective upon the occurrence of and continuance of a default under the Note or
this Agreement, the Borrower hereby irrevocably appoints the Secured Party as
the Borrower's attorney-in-fact, with full authority in the place and stead of
the Borrower and in the name of the Borrower, the Secured Party or otherwise in
the Secured Party's sole discretion, to take any action and to execute any
instrument which the Secured Party may deem necessary or advisable to accomplish
the purposes of this Agreement.

    


    
      
         


      

      
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    SUBORDINATION. The Secured
Party agrees to a one time subordination to second place to make way for
additional funding for the company.

     

    TERMINATION;
REINSTATEMENT, ETC.

    


    The
Borrower agrees that this Agreement and the liens and security interest granted
under this Agreement shall terminate only when all of the Secured Obligations have been fully paid and performed, at
which time the Secured Party upon the Borrower's request shall reassign and
redeliver (or cause to he reassigned and redelivered) to the Borrower, or to
such person as the Borrower shall designate in writing, against receipt, such of
the Collateral (if any) as shall not have been sold or otherwise applied by the
Secured Party pursuant to the terms of, and shall still be held by it under this
Agreement.

    


    This
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any amount received by the Secured Party in respect of the
Secured Obligations is rescinded or must otherwise be restored or returned by
the Secured Party upon the filing of any bankruptcy proceeding by or of the
Borrower or upon the appointment of any intervenor or conservator of, or trustee
or similar official for, the Borrower or any substantial part of their assets,
or otherwise, all as though such payments had not been made.

    


    All
rights of marshaling of assets of the Borrower, including any such right with
respect to the Collateral, are hereby waived by the Borrower.

    


    This
Agreement shall create a continuing security interest in the Collateral and
shall: (i) remain in full force and effect
until satisfaction in full of the Secured Obligations; (ii) be binding upon the Borrower, its
successors and assigns; and (iii) inure to the benefit of the Secured Party and
its successors, transferees and assigns.

    


    The
Borrower hereby expressly waives, to the extent permitted by applicable law: (i)
notice of the acceptance by the Secured Party of this Agreement; (ii) notice of
the existence or creation or non-payment of all or any of the Secured
Obligations; (iii) presentment, demand, notice of dishonor, protest, intent to
accelerate, acceleration and
all other notices whatsoever; and (iv) all diligence in collection or
protection of or realization upon the Secured Obligations or any of the Secured
Obligations, any obligation under this Agreement, or any security for or
guaranty of any of the foregoing.

    


    MISCELLANEOUS. This Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument. Delivery of executed signature pages by
facsimile transmission is binding on the parties.   The headings
of this Agreement
are for convenience of reference only and shall not affect the meaning of this
Agreement.

    


    
      
         


      

      
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    SEVERABILITY. Each provision
of this Agreement shall be interpreted where possible in a manner necessary to
sustain its legality and enforceability. The unenforceability or illegality of
any provision or any portion of a provision of this Agreement in a specific
situation shall not affect the enforceability or legality of: (a) that provision
or portion of a provision in another situation; or (b) the other provisions of
this Agreement or the remaining portion of a provision if such other provisions
or the remaining portion could then continue to conform with the purposes of
this Agreement and the terms and requirements of applicable law. Each provision
or portion of a provision found unenforceable or illegal shall be replaced with
a legal and enforceable provision or portion of a provision which comes closest
to the economic results intended by the parties.

    


    WAIVER. The failure of either
party to insist in any one or more instances upon performance of any term,
covenant or condition set forth in this Agreement shall not be construed as a waiver
of future performance of any such term, covenant or condition; and the
obligations of each party with respect to such term, covenant or condition shall
continue in full force and effect.

     

    ENTIRE AGREEMENT, ETC. This
Agreement, the Note, and all of the other documents referred to in such
Agreements embody the entire agreement and understanding between the parties
with respect to the subject matter of such Agreements and supersede all prior
agreements and understandings between the parties, whether
oral or written. This Agreement shall not be modified or amended except by written agreement of the
parties.

     

    GOVERNING LAW. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Florida (excluding its conflicts of laws rules).

    


    


     

    DATED as of February 27th ,
2010. 

     

    SECURED
PARTY:


     

    GILDER
FUNDING

    


     

    BORROWER:


     

    QUAMTEL, INC.

     

    
      
        	
                By:   

              	/s/ Stuart
Ehrlich	 
	 	 	 


      

       

       

      
        
           


        

        
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