Unassociated Document


    EXHIBIT
      10.8

     

    SHARE
      PLEDGE AGREEMENT

     

    This
      Share Pledge Agreement (this “Agreement”),
      dated
      as of December 31, 2005, among Laurus
      Master Fund, Ltd.
      (the
“Pledgee”),
      Creative
      Vistas, Inc.,
      an
      Arizona corporation, (the “Parent”),
      Cancable
      Holding Corp.,
      a
      Delaware corporation (“Holding”),
      Cancable
      Inc.,
      an
      Ontario corporation (the “Company”),
      Creative Vistas Acquisition Corp, an Ontario corporation (“Acquisition”)
      (together with the Company, Holding, Parent, the “Pledgors”
and,
      each a “Pledgor”).
      

     

    BACKGROUND

     

    The
      Company has entered into a Securities Purchase Agreement, dated as of December
      31, 2005 (as amended, modified, restated or supplemented from time to time,
      the
“Securities
      Purchase Agreement”),
      pursuant to which the Pledgee provides or will provide certain financial
      accommodations to the Company.

     

    In
      order
      to induce the Pledgee to provide or continue to provide financial
      accommodations, the Pledgors have agreed to pledge and grant a security interest
      in the collateral described herein to the Pledgee on the terms and conditions
      set forth herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and for other good and valuable consideration
      the
      receipt of which is hereby acknowledged, the parties hereto agree as
      follows:

     

    1.  Defined
      Terms.
      All
      capitalized terms used herein which are not defined shall have the meanings
      given to them in the Securities Purchase Agreement.

     

    2.  Pledge
      and Grant of Security Interest.
      To
      secure the full and punctual payment and performance of (the following clauses
      (a) and (b), collectively, the “Indebtedness”):
      (a) the
      obligations under the Securities Purchase Agreement and the Related Agreements
      referred to in the Securities Purchase Agreement, (the Securities Purchase
      Agreement and the Related Agreements, as each may be amended, restated, modified
      and/or supplemented from time to time, collectively, the “Documents”),
      and
      (b) all other indebtedness, obligations and liabilities of the Pledgors to
      the Pledgee 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 (in each case, irrespective of the genuineness, validity, regularity
      or enforceability of such Indebtedness, or of any instrument evidencing any
      of
      the Indebtedness 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 such in any case commenced by or against the Pledgor under
      Title 11, United States Code, the
      Bankruptcy
      and Insolvency Act
      (Canada)
      (the “BIA”)
      and
      the Companies’
      Creditors Arrangement Act
      (the
“CCAA”)
      including, without limitation, obligations or indebtedness of the Pledgors
      for
      post-petition interest, fees, costs and charges that would have accrued or
      been
      added to the Indebtedness but for the commencement of such case), the Pledgors
      hereby pledge, assign, hypothecate, transfer and grant a security interest
      to
      Pledgee in all of the following (the “Collateral”):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)  the
      shares set forth on Schedule
      A
      annexed
      hereto and expressly made a part hereof (together with any additional shares
      or
      other equity interests acquired by any Pledgor, the “Pledged
      Shares”),
      the
      certificates representing the Pledged Shares and all dividends, cash,
      instruments and other property or proceeds from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of the Pledged Shares;

     

    (b)  all
      additional shares of any issuer (each, an “Issuer”)
      of the
      Pledged Shares from time to time acquired by any Pledgor in any manner,
      including, without limitation, dividends or a distribution in connection with
      any increase or reduction of capital, reclassification, merger, amalgamation,
      consolidation, sale of assets, combination of shares, stock split, spin-off
      or
      split-off (which shares shall be deemed to be part of the Collateral), and
      the
      certificates representing such additional shares, and all dividends, cash,
      instruments and other property or proceeds from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of such shares; and

     

    (c)  all
      options and rights, whether as an addition to, in substitution of or in exchange
      for any Pledged Shares and all dividends, cash, instruments and other property
      or proceeds from time to time received, receivable or otherwise distributed
      in
      respect of or in exchange for any or all such options and rights.

     

    3.  Delivery
      of Collateral.
      All
      certificates representing or evidencing the Pledged Shares shall be delivered
      to
      and held by or on behalf of Pledgee pursuant hereto and shall be accompanied
      by
      duly executed instruments of transfer or assignment in blank, all in form and
      substance satisfactory to Pledgee. Each Pledgor hereby authorizes the Issuer
      upon demand by the Pledgee to deliver any certificates, instruments or other
      distributions issued in connection with the Collateral directly to the Pledgee,
      in each case to be held by the Pledgee, subject to the terms hereof. Upon an
      Event of Default (as defined below) under the Note that has occurred and is
      continuing beyond any applicable grace period, the Pledgee shall have the right,
      during such time in its discretion and without notice to the Pledgor, to
      transfer to or to register in the name of the Pledgee or any of its nominees
      any
      or all of the Pledged Shares. In addition, the Pledgee shall have the right
      at
      such time to exchange certificates or instruments representing or evidencing
      Pledged Shares for certificates or instruments of smaller or larger
      denominations.

     

    4.  Representations
      and Warranties of each Pledgor.
      The
      Pledgors jointly and severally represent and warrant to the Pledgee (which
      representations and warranties shall be deemed to continue to be made until
      all
      of the Indebtedness has been paid in full and each Document and each agreement
      and instrument entered into in connection therewith has been irrevocably
      terminated) that:

     

    (a)  the
      execution, delivery and performance by the Pledgors of this Agreement and the
      pledge of the Collateral hereunder do not and will not result in any violation
      of any agreement, indenture, instrument, license, judgment, decree, order,
      law,
      statute, ordinance or other governmental rule or regulation applicable to any
      Pledgor;

     

    (b)  this
      Agreement constitutes the legal, valid, and binding obligation of the Pledgors
      enforceable against each Pledgor in accordance with its terms;

     

    (c)  (i) all
      Pledged Shares owned by the Pledgors are set forth on Schedule A hereto and
      (ii) the Pledgors are the direct and beneficial owner of all of the Pledged
      Shares;

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (d)  all
      of
      the Pledged Shares have been duly authorized, validly issued and are fully
      paid
      and nonassessable;

     

    (e)  no
      consent or approval of any person (including any Issuer), corporation,
      governmental body, regulatory authority or other entity, is or will be necessary
      for (i) the execution, delivery and performance of this Agreement,
      (ii) the exercise by the Pledgee of any rights with respect to the
      Collateral or (iii) the pledge and assignment of, and the grant of a
      security interest in, the Collateral hereunder;

     

    (f)  there
      are
      no pending or, to the best of Pledgors’ knowledge, threatened actions or
      proceedings before any court, judicial body, administrative agency or arbitrator
      which may materially adversely affect the Collateral;

     

    (g)  each
      Pledgor has the requisite power and authority to enter into this Agreement
      and
      to pledge and assign the Collateral to the Pledgee in accordance with the terms
      of this Agreement;

     

    (h)  the
      Pledgors own the Collateral (including those set out in Schedule A hereto)
      and,
      except for the pledge and security interest granted to Pledgee hereunder, the
      Collateral shall be, immediately following the closing of the transactions
      contemplated by the Documents, free and clear of any other security interest,
      pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance
      whatsoever (collectively, “Liens”);

     

    (i)  other
      than restrictions generally applicable under the US Securities Act (as defined
      below) or the Securities
      Act
      (Ontario), there are no restrictions on transfer of the Pledged Shares contained
      in the certificate of incorporation or by-laws (or equivalent organizational
      documents) of the Issuer or otherwise which have not otherwise been enforceably
      and legally complied with or waived as the case may be, by the necessary
      parties;

     

    (j)  none
      of
      the Pledged Shares have been issued or transferred in violation of the
      securities registration, securities disclosure or similar laws of any
      jurisdiction to which such issuance or transfer may be subject;

     

    (k)  the
      pledge and assignment of the Collateral and the grant of a security interest
      under this Agreement vest in the Pledgee all rights of the Pledgors in the
      Collateral as contemplated by this Agreement; and

     

    (l)  except
      as
      set forth on Schedule A hereto, the Pledged Shares constitute one hundred
      percent (100%) of the issued and outstanding shares of each Issuer.

     

    5.  Covenants.
      The
      Pledgors jointly and severally covenant that, until the Indebtedness shall
      be
      satisfied in full and each Document and each agreement and instrument entered
      into in connection therewith is irrevocably terminated:

     

    (a)  No
      Pledgor will sell, assign, transfer, convey, or otherwise dispose of its rights
      in or to the Collateral or any interest therein; nor will any Pledgor create,
      incur or permit to exist any Lien whatsoever with respect to any of the
      Collateral or the proceeds thereof other than that created hereby. 

     

    (b)  The
      Pledgors will, at their expense, defend Pledgee’s right, title and security
      interest in and to the Collateral against the claims of any other
      party.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (c)  The
      Pledgors shall at any time, and from time to time, upon the written request
      of
      Pledgee, execute and deliver such further documents and do such further acts
      and
      things as Pledgee may reasonably request in order to effect the purposes of
      this
      Agreement including, but without limitation, delivering to Pledgee upon the
      occurrence of an Event of Default irrevocable proxies in respect of the
      Collateral in form satisfactory to Pledgee. Until receipt thereof, upon an
      Event
      of Default that has occurred and is continuing beyond any applicable grace
      period, this Agreement shall constitute each Pledgor’s proxy to Pledgee or its
      nominee to vote all shares of Collateral then registered in such Pledgor’s
      name.

     

    (d)  No
      Pledgor will consent to or approve the issuance of (i) any additional
      shares of any class of shares or other equity interests of the Issuer; or
      (ii) any securities convertible either voluntarily by the holder thereof or
      automatically upon the occurrence or nonoccurrence of any event or condition
      into, or any securities exchangeable for, any such shares, unless, in either
      case, such shares are pledged as Collateral pursuant to this
      Agreement.

     

    6.  Voting
      Rights and Dividends.
      Until
      the occurrence of an Event of Default which is continuing: (i) the
      Pledgors may exercise all rights to vote and to exercise all rights of
      conversion or retraction or other similar rights with respect to any Collateral;
      provided that no such exercise, in the opinion of the Pledgee, will have an
      adverse effect on the value of Collateral and all expenses of the Pledgee in
      connection therewith have been paid in full and provided further that, upon
      the
      exercise of the conversion or retraction right, the additional Collateral
      resulting therefrom shall be paid or delivered to the Pledgee; (ii) the
      Pledgors shall be entitled to receive all dividends (whether paid or distributed
      in cash, securities or other property) and interest declared and paid or
      distributed in respect of the Collateral, and such dividends and interest shall
      cease to be subject to the security interest if paid or distributed to the
      Pledgor at any time other than during the period of an Event of Default that
      has
      occurred and is continuing; and (iii) the
      Collateral will remain registered in the names of the Pledgors and will not
      be
      transferred into the name of the Pledgee or its nominee. In addition to the
      Pledgee’s rights and remedies set forth in Section 9
      hereof,
      in case an Event of Default shall have occurred and be continuing, beyond any
      applicable cure period, the Pledgee shall (i) be
      entitled to vote the Collateral, (ii) be
      entitled to give consents, waivers and ratifications in respect of the
      Collateral (each Pledgor hereby irrevocably constituting and appointing the
      Pledgee, with full power of substitution, the proxy and attorney-in-fact of
      such
      Pledgor for such purposes) and (iii) be
      entitled to collect and receive for its own use cash dividends paid on the
      Collateral. The Pledgors shall not be permitted to exercise or refrain from
      exercising any voting rights or other powers if, in the reasonable judgment
      of
      the Pledgee, such action would have a material adverse effect on the value
      of
      the Collateral or any part thereof; and, provided,
      further,
      that
      each Pledgor shall give at least three (3) business days’ written notice of the
      manner in which such Pledgor intends to exercise, or the reasons for refraining
      from exercising, any voting rights or other powers other than with respect
      to
      any election of directors and voting with respect to any incidental matters.
      Following the occurrence of an Event of Default and during the continuance
      of
      such Event of Event, all dividends and all other distributions in respect of
      any
      of the Collateral, shall be delivered to the Pledgee to hold as Collateral
      and
      shall, if received by any Pledgor, be received in trust for the benefit of
      the
      Pledgee, be segregated from the other property or funds of any Pledgor, and
      be
      forthwith delivered to the Pledgee as Collateral in the same form as so received
      (with any necessary endorsement).

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    7.  Attachment.
      Each
      Pledgor acknowledges and agrees that: (i) value
      has been given, or will be given upon the making of payment under the Securities
      Purchase Agreement by Laurus; (ii) the
      Pledgors have rights in the Collateral; and (iii) the
      Pledgors and Laurus have not agreed to postpone the time for attachment of
      the
      security interest granted hereunder which shall attach upon the execution of
      this Agreement and, in the case of Collateral acquired after the date hereof,
      when the Pledgor has rights therein.

     

    8.  Event
      of Default.
      An
      Event of Default shall be deemed to have occurred and may be declared by the
      Pledgee upon the occurrence of an “Event of Default” under and as defined in the
      Note which shall have occurred and be continuing beyond any applicable cure
      period.

     

    9.  Remedies.
      In case
      an Event of Default shall have occurred and be declared by the Pledgee, the
      Pledgee may: 

     

    (a)  Transfer
      any or all of the Collateral into its name, or into the name of its nominee
      or
      nominees;

     

    (b)  Exercise
      all corporate rights with respect to the Collateral including, without
      limitation, all rights of conversion, exchange, subscription or any other
      rights, privileges or options pertaining to any shares of the Collateral as
      if
      it were the absolute owner thereof, including, but without limitation, the
      right
      to exchange, at its discretion, any or all of the Collateral upon the merger,
      consolidation, amalgamation, reorganization, recapitalization or other
      readjustment of the Issuer thereof, or upon the exercise by the Issuer of any
      right, privilege or option pertaining to any of the Collateral, and, in
      connection therewith, to deposit and deliver any and all of the Collateral
      with
      any committee, depository, transfer agent, registrar or other designated agent
      upon such terms and conditions as it may determine, all without liability except
      to account for property actually received by it; and

     

    (c)  Subject
      to any requirement of applicable law including for greater certainty, the
Personal
      Property Security Act
      (Ontario) (as amended from time to time, which Act, including amendments thereto
      and any Act substituted therefore and amendments thereto is herein referred
      to
      as the “PPSA”)
      and
      the Uniform Commercial Code (the “UCC”)
      as in
      effect in the State of New York (or, if by reason of mandatory provisions of
      law, any or all of the rights and remedies with respect to, Pledgee’s 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, as in effect in
      such
      other jurisdiction), sell, assign and deliver the whole or, from time to time,
      any part of the Collateral at the time held by the Pledgee, at any private
      sale
      or at public auction, with or without demand, advertisement or notice of the
      time or place of sale or adjournment thereof or otherwise (all of which are
      hereby waived, except such notice as is required by applicable law and cannot
      be
      waived), for cash or credit or for other property for immediate or future
      delivery, and for such price or prices and on such terms as the Pledgee in
      its
      sole discretion may determine, or as may be required by applicable law, provided
      that the foregoing shall be done in a commercially reasonable
      manner.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    Each
      Pledgor hereby waives and releases any and all right or equity of redemption,
      whether before or after sale hereunder. At any such sale, unless prohibited
      by
      applicable law, the Pledgee may bid for and purchase the whole or any part
      of
      the Collateral so sold free from any such right or equity of redemption. All
      moneys received by the Pledgee hereunder whether upon sale of the Collateral
      or
      any part thereof or otherwise shall be held by the Pledgee and applied by it
      as
      provided in Section 11
      hereof.
      No failure or delay on the part of the Pledgee in exercising any rights
      hereunder shall operate as a waiver of any such rights nor shall any single
      or
      partial exercise of any such rights preclude any other or future exercise
      thereof or the exercise of any other rights hereunder. The Pledgee shall have
      no
      duty as to the collection or protection of the Collateral or any income thereon
      nor any duty as to preservation of any rights pertaining thereto, except to
      apply the funds in accordance with the requirements of Section 11
      hereof.
      The Pledgee may exercise its rights with respect to property held hereunder
      without resort to other security for or sources of reimbursement for the
      Indebtedness. In addition to the foregoing, to the extent applicable, Pledgee
      shall have all of the rights, remedies and privileges of a secured party under
      the UCC and the PPSA regardless of the jurisdiction in which enforcement hereof
      is sought as in effect in the State of New York (or, if by reason of mandatory
      provisions of law, any or all of the rights and remedies with respect to,
      Pledgee’s 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,
      as in effect in such other jurisdiction)

     

    10.  Private
      Sale.
      Each
      Pledgor recognizes that the Pledgee may be unable to effect (or to do so only
      after delay which would adversely affect the value that might be realized from
      the Collateral) a public sale of all or part of the Collateral by reason of
      certain prohibitions contained in the Securities Act of 1933 (the “US
      Securities Act”),
      or
      the Securities
      Act
      (Ontario), and may be compelled to resort to one or more private sales to a
      restricted group of purchasers who will be obliged to agree, among other things,
      to acquire such Collateral for their own account, for investment and not with
      a
      view to the distribution or resale thereof. Each Pledgor agrees that any such
      private sale may be at prices and on terms less favorable to the seller than
      if
      sold at public sales and that such private sales shall be deemed to have been
      made in a commercially reasonable manner. Each Pledgor agrees that the Pledgee
      has no obligation to delay sale of any Collateral for the period of time
      necessary to permit the Issuer to register the Collateral for public sale under
      the US Securities Act or the Securities
      Act
      (Ontario).

     

    11.  Proceeds
      of Sale.
      Subject
      to applicable law, the proceeds of any collection, recovery, receipt,
      appropriation, realization or sale of the Collateral shall be applied by the
      Pledgee as follows:

     

    (a)  First,
      to
      the payment of all costs, reasonable expenses and charges of the Pledgee and
      to
      the reimbursement of the Pledgee for the prior payment of such costs, reasonable
      expenses and charges incurred in connection with the care and safekeeping of
      the
      Collateral (including, without limitation, the reasonable expenses of any sale
      or any other disposition of any of the Collateral), the expenses of any taking,
      legal fees and reasonable expenses, court costs, any other fees or expenses
      incurred or expenditures or advances made by Pledgee in the protection,
      enforcement or exercise of its rights, powers or remedies
      hereunder;

     

    (b)  Second,
      to the payment of the Indebtedness, in whole or in part, in such order as the
      Pledgee may elect, whether or not such Indebtedness is then due;

     

    (c)  Third,
      to
      the extent applicable, to such persons, firms, corporations or other entities
      as
      required by applicable law including, without limitation, Section 9-504(1)(c)
      of
      the UCC and 64(1) of the PPSA; and

     

    (d)  Fourth,
      to the extent of any surplus to the Pledgors or as a court of competent
      jurisdiction may direct.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that the proceeds of any collection, recovery, receipt, appropriation,
      realization or sale are insufficient to satisfy the Indebtedness, the Pledgors
      shall be jointly and severally liable for the deficiency plus the costs and
      fees
      of any lawyers employed by Pledgee to collect such deficiency.

     

    12.  Waiver
      of Marshaling.
      Each
      Pledgor hereby waives any right to compel any marshaling of any of the
      Collateral.

     

    13.  No
      Waiver.
      Any and
      all of the Pledgee’s rights with respect to the Liens granted under this
      Agreement shall continue unimpaired, and the Pledgors shall be and remain
      jointly and severally obligated in accordance with the terms hereof,
      notwithstanding (a) the bankruptcy, insolvency or reorganization of any
      Pledgor, (b) the release or substitution of any item of the Collateral at
      any time, or of any rights or interests therein, or (c) any delay,
      extension of time, renewal, compromise or other indulgence granted by the
      Pledgee in reference to any of the Indebtedness. Each Pledgor hereby waives
      all
      notice of any such delay, extension, release, substitution, renewal, compromise
      or other indulgence, and hereby consents to be bound hereby as fully and
      effectively as if such Pledgor had expressly agreed thereto in advance. No
      delay
      or extension of time by the Pledgee in exercising any power of sale, option
      or
      other right or remedy hereunder, and no failure by the Pledgee to give notice
      or
      make demand, shall constitute a waiver thereof, or limit, impair or prejudice
      the Pledgee’s right to take any action against any Pledgor or to exercise any
      other power of sale, option or any other right or remedy.

     

    14.  Expenses.
      The
      Collateral shall secure, and the Pledgors shall pay to Pledgee on demand, from
      time to time, all reasonable costs and expenses, (including but not limited
      to,
      reasonable legal fees and costs, taxes, and all transfer, recording, filing
      and
      other charges) of, or incidental to, the custody, care, transfer, administration
      of the Collateral or any other collateral, or in any way relating to the
      enforcement, protection or preservation of the rights or remedies of the Pledgee
      under this Agreement or with respect to any of the Indebtedness.

     

    15.  The
      Pledgee Appointed Attorney-In-Fact and Performance by the
      Pledgee.
      Upon
      the occurrence of an Event of Default, each Pledgor hereby irrevocably
      constitutes and appoints the Pledgee as such Pledgor’s true and lawful
      attorney-in-fact, with full power of substitution, to execute, acknowledge
      and
      deliver any instruments and to do in such Pledgor’s name, place and stead, all
      such acts, things and deeds for and on behalf of and in the name of such
      Pledgor, which such Pledgor could or might do or which the Pledgee may deem
      necessary, desirable or convenient to accomplish the purposes of this Agreement,
      including, without limitation, to execute such instruments of assignment or
      transfer or orders and to register, convey or otherwise transfer title to the
      Collateral into the Pledgee’s name. Each Pledgor hereby ratifies and confirms
      all that said attorney-in-fact may so do and hereby declares this power of
      attorney to be coupled with an interest and irrevocable. If any Pledgor fails
      to
      perform any agreement herein contained, the Pledgee may itself perform or cause
      performance thereof, and any costs and expenses of the Pledgee incurred in
      connection therewith shall be paid by the Pledgors as provided in Section
11
      hereof.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    16.  Waivers.
      EACH
      PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
      DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY
      OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
      HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
      DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED
      BY
      THEM IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO,
      IN
      EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
      CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS
      THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
      TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR
      A
      COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH
      PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. 

     

    17.  Recapture.
      Notwithstanding anything to the contrary in this Agreement, if the Pledgee
      receives any payment or payments on account of the Indebtedness, which payment
      or payments or any part thereof are subsequently invalidated, declared to be
      fraudulent or preferential, set aside and/or required to be repaid to a trustee,
      receiver, interim receiver, receiver and manager or any other party under the
      United States Bankruptcy Code, the BIA, the CCAA, or any other federal,
      provincial or state bankruptcy, reorganization, moratorium or insolvency law
      relating to or affecting the enforcement of creditors’ rights generally, common
      law or equitable doctrine, then to the extent of any sum not finally retained
      by
      the Pledgee, the Pledgors’ obligations to the Pledgee shall be reinstated and
      this Agreement shall remain in full force and effect (or be reinstated) until
      payment shall have been made to Pledgee, which payment shall be due on
      demand.

     

    18.  Captions.
      All
      captions in this Agreement are included herein for convenience of reference
      only
      and shall not constitute part of this Agreement for any other
      purpose.

     

    19.  Miscellaneous.

     

    (a)  This
      Agreement constitutes the entire and final agreement among the parties with
      respect to the subject matter hereof and may not be changed, terminated or
      otherwise varied except by a writing duly executed by the parties
      hereto.

     

    (b)  No
      waiver
      of any term or condition of this Agreement, whether by delay, omission or
      otherwise, shall be effective unless in writing and signed by the party sought
      to be charged, and then such waiver shall be effective only in the specific
      instance and for the purpose for which given.

     

    (c)  In
      the
      event that any provision of this Agreement or the application thereof to any
      Pledgor or any circumstance in any jurisdiction governing this Agreement shall,
      to any extent, be invalid or unenforceable under any applicable statute,
      regulation, or rule of law, such provision shall be deemed inoperative to the
      extent that it may conflict therewith and shall be deemed modified to conform
      to
      such statute, regulation or rule of law, and the remainder of this Agreement
      and
      the application of any such invalid or unenforceable provision to parties,
      jurisdictions, or circumstances other than to whom or to which it is held
      invalid or unenforceable shall not be affected thereby, nor shall same affect
      the validity or enforceability of any other provision of this
      Agreement.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    (d)  This
      Agreement shall inure to the benefit of and be binding upon each Pledgor, and
      the Pledgors’ respective successors and assigns, and shall inure to the benefit
      of and be binding upon the Pledgee and its successors and assigns.

     

    (e)  Any
      notice or other communication required or permitted pursuant to this Agreement
      shall be given in accordance with the Securities Purchase Agreement.


     

    (f)  This
      Agreement shall be governed by and construed and enforced in all respects in
      accordance with the laws of the Province of Ontario and the federal laws of
      Canada.

     

    (g)  EACH
      PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH COURT OF
      COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR ALL PURPOSES IN
      CONNECTION WITH THIS AGREEMENT. ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
      OR
      INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR
      CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED
      IN
      THE COUNTY OF NEW YORK, STATE OF NEW YORK. EACH PLEDGOR FURTHER CONSENTS THAT
      ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION,
      ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS
      OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER,
      MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN
      DISTRICT OF NEW YORK BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
      OR BY PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED,
      OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS.
      EACH PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION
      INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION
      OR VENUE OR BASED UPON FORUM NON CONVENIENS.

     

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

     

    (i)  This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and all of which when taken together shall constitute one
      and
      the same agreement. Any signature delivered by a party by facsimile transmission
      or by sending a scanned copy by electronic mail shall be deemed an original
      signature hereto.

     

    (j)  If
      there
      is any inconsistency between the provisions of this Agreement and the provisions
      of the Note, the provisions of the Note shall prevail.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have duly executed this Agreement as of the day and year first written
      above.

     

     

    CREATIVE
      VISTAS, INC. 

    an
      Arizona corporation

     

    Per: 
      /s/
      Dominic Burns

    
      
        

      

    

    Name: Dominic
      Burns

    Title: President

     

    CREATIVE
      VISTAS ACQUISITION CORP.

    an
      Ontario corporation

     

    Per: 
      /s/
      Sayan
      Navaratnam

    
      
        

      

    

    Name: Sayan
      Navaratnam

    Title: President
      and Secretary

     

    CANCABLE
      INC.,
      an
      Ontario corporation

     

    Per: 
      /s/
      Ross
      Jepson

    
      
        

      

    

    Name: Ross
      Jepson

    Title: President

     

    CANCABLE
      HOLDING CORP.,

    a
      Delaware corporation

     

    Per: 
      /s/
      Sayan
      Navaratnam

    
      
        

      

    

    Name: Sayan
      Navaratnam

    Title: Chairman
      and CEO

     

    LAURUS
      MASTER FUND, LTD.

     

    Per: 
      /s/
      David
      Grin

    
      
        

      

    

    Name: David
      Grin

    Title: Director

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      “A”
      to the Share Pledge Agreement

     

    Pledged
      Shares

     

    
      	
              Pledgor

            	
              Issuer

            	
              Class
                of Share

            	
              Share
                Certificate Number

            	
              Number
                of Shares

            	
              Percentage

              of
                Shares Owned

            
	
              Creative
                Vistas, Inc.

            	
              Cancable
                Holding Corp. (Delaware) 

            	
              Common

               

            	
              1

            	
              51

            	
              51%

            
	
              Creative
                Vistas, Inc.

            	
              Creative
                Vistas Acquisition Corp.

            	
              NVE

            	
              NVE-1

            	
              100

            	
              100%

            
	
              VFV

            	
              VFV-2

            	
              50

            	
              50%

            
	
              Creative
                Vistas Acquisition Corp.

            	
              Iview
                Digital Video Solutions Inc. (Canada)

            	
              Common

            	
              C-1

            	
              100

            	
              100%

            
	
              Creative
                Vistas Acquisition Corp.

            	
              A.C.
                Technical Systems Ltd.

            	
              Common

            	
              C-9

            	
              10,000,000

            	
              100%

            
	
              Cancable
                Holding Corp.

            	
              Cancable
                Inc. (Ontario)

            	
              Common

            	
               

            	
              31,178,608

            	
              100%

            
	
              Cancable
                Inc.

            	
              Cancable,
                Inc. (Nevada)

            	
              Common

            	
              1

            	
              25,000

            	
              100%