Unassociated Document


    EXHIBIT
      10.6

     

    JOINDER
      AND CONFIRMATION OF SECURITY AGREEMENT

     

    THIS
      JOINDER AND CONFIRMATION OF SECURITY AGREEMENT (this
      “Joinder”)
      is
      executed as of December 31, 2005 by Cancable Holding Corp., a Delaware
      corporation (“Cancable
      Holding”),
      Iview
      Digital Video Solutions Inc., a Canadian corporation (“Iview”),
      Cancable Inc., an Ontario corporation (“Cancable
      Canada”)
      and
      Cancable, Inc., a Nevada corporation (“Cancable
      US”,
      and
      together with Cancable Holding, Iview and Cancable Canada, the “Joining
      Parties”),
      and
      Creative Vistas, Inc., an Arizona corporation (the “Parent”),
      Creative Vistas Acquisition Corp. (formerly A.C. Technical Acquisition Corp.),
      an Ontario corporation (“Creative
      Vistas Acquisition”),
      A. C.
      Technical Systems Ltd., an Ontario corporation (“A.C.
      Ltd.”)
      and
      Brent W. Swanick (“Swanick”,
      and
      together with Parent, Creative Vistas Acquisition and A.C. Ltd., the
“Original
      Credit Parties”)
      and
      delivered to Laurus Master Fund, Ltd., a Cayman Islands company (the
“Purchaser”).
      Except as otherwise defined herein, terms used herein and defined in the
      Securities Purchase Agreement (as defined below) shall be used herein as therein
      defined.

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the
      Parent, Creative Vistas Acquisition, A.C. Ltd. and the Purchaser, have entered
      into a Security Agreement, dated as of September 30, 2004 (as amended, modified
      or supplemented from time to time, the “Security
      Agreement”)
      providing for the execution of the Ancillary Agreements referred to in the
      Security Agreement;

     

    WHEREAS,
      the
      Parent and the Purchaser have entered into a Securities Purchase Agreement
      dated
      September 30, 2004 (as amended, modified or supplemented from time to time,
      the
“Securities
      Purchase Agreement”)
      providing for the execution of the Related Agreements;

     

    WHEREAS,
      the
      Joining Parties are direct or indirect subsidiaries of the Parent and desire,
      or
      are required pursuant to the provisions of the Security Agreement and the
      Securities Purchase Agreement, to become:

     

    
      	(a)    	
              a
                guarantor under the subsidiary guaranty dated September 30, 2004
                given by
                each of A.C. Ltd. and Creative Vistas Acquisition in favour of the
                Purchaser (the “Subsidiary
                Guaranty”);

            


    

     

    
      	(b)    	
              an
                assignor under the master security agreement dated September 30,
                2004
                between the Parent, A.C. Ltd., and Creative Vistas Acquisition and
                acknowledged by the Purchaser (the “Master
                Security Agreement”);

            


    

     

    
      	(c)    	
              a
                pledgor under the share pledge agreement dated September 30, 2004
                among
                the Purchaser, A.C. Ltd. and Swanick (the “Share
                Pledge Agreement”);

            


    

     

    
      	(d)    	
              a
                pledgor under the share pledge agreement dated September 30, 2004
                between
                the Purchaser and the Parent (the “CV Share
                Pledge Agreement”);
                and

            


    

     

    
      	(e)    	
              an
                eligible subsidiary under the security agreement dated September
                30, 2004
                between the Purchaser, the Parent, A.C. Ltd. and Creative Vistas
                Acquisition (the “Security
                Agreement”).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing and other benefits accruing to the Joining
      Parties and the Original Credit Parties, the receipt and sufficiency of which
      are hereby acknowledged, the Joining Parties and the Original Credit Parties
      hereby make the following representations and warranties to the Purchaser and
      hereby covenant and agree with the Purchaser as follows:

     

    NOW,
      THEREFORE,
      the
      Joining Parties agree as follows:

     

    
      	1.      	
              By
                this Joinder, the Joining Parties become (i) a guarantor for all
                purposes
                under the Subsidiary Guaranty, (ii) an assignor for all purposes
                under the
                Master Security Agreement, (iii) a pledgor for all purposes under
                the
                Share Pledge Agreement; (iv) a pledgor for all purposes under the
                CV Share
                Pledge Agreement and (v) an eligible subsidiary under the Security
                Agreement.

            


    

     

    
      	2.      	
              The
                Joining Parties agree that, upon their execution hereof, they will
                become
                Guarantors under and as defined in the Subsidiary Guaranty with respect
                to
                all Obligations (as defined in the Subsidiary Guaranty), and will
                be bound
                by all terms, conditions and duties applicable to a Guarantor under
                the
                Subsidiary Guaranty, the Security Agreement, the Ancillary Agreements
                (as
                defined in the Security Agreement), the Securities Purchase Agreement
                and
                the Related Agreements (as defined in the Securities Purchase Agreement).
                Without limitation of the foregoing, and in furtherance thereof,
                the
                Joining Parties unconditionally and irrevocably, guarantee the due
                and
                punctual payment and performance of all Obligations (on the same
                basis as
                the other Guarantors under the Subsidiary
                Guaranty).

            


    

     

    
      	3.      	
              The
                Joining Parties agree that, upon their execution hereof, they will
                become
                Pledgors under, and as defined in the Share Pledge Agreement, and
                will be
                bound by all terms, conditions and duties applicable to a Pledgor
                under
                the Share Pledge Agreement. Without limitation of the foregoing and
                in
                furtherance thereof, as security for the due and punctual payment
                of the
                Indebtedness (as defined in the Share Pledge Agreement), the Joining
                Parties hereby pledge, hypothecate, assign, transfer, set over and
                deliver
                to the Purchaser and grant to the Purchaser a security interest in
                all
                Collateral (as defined in the Share Pledge Agreement), if any, now
                owned
                or, to the extent provided in the Share Pledge Agreement, hereafter
                acquired by it.

            


    

     

    
      	4.      	
              The
                Joining Parties agree that, upon their execution hereof, they will
                become
                Pledgors under, and as defined in the CV Share Pledge Agreement,
                and will
                be bound by all terms, conditions and duties applicable to a Pledgor
                under
                the CV Share Pledge Agreement. Without limitation of the foregoing
                and in
                furtherance thereof, as security for the due and punctual payment
                of the
                Indebtedness (as defined in the CV Share Pledge Agreement), the Joining
                Parties hereby pledge, hypothecate, assign, transfer, set over and
                deliver
                to the Purchaser and grant to the Purchaser a security interest in
                all
                Collateral (as defined in the CV Share Pledge Agreement), if any,
                now
                owned or, to the extent provided in the CV Share Pledge Agreement,
                hereafter acquired by it.

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	5.      	
              The
                Joining Parties agree that, upon their execution hereof, they will
                become
                Assignors under, and as defined in, the Master Security Agreement,
                and
                will be bound by all terms, conditions and duties applicable to an
                Assignor under the Master Security Agreement. Without limitation
                of the
                foregoing and in furtherance thereof, as security for the due and
                punctual
                payment of the Obligations (as defined in the Master Security Agreement),
                the Joining Parties hereby applicable
                to an Eligible Subsidiary under the Security Agreement. Without limitation
                of the foregoing and in furtherance thereof, as security for the
                due and
                punctual payment of the Obligations (as defined in the Security
                Agreement), the Joining Parties hereby pledge, hypothecate, assign,
                transfer, set over and deliver to the Purchaser and grant to the
                Purchaser
                a security interest in all Collateral (as defined in the Security
                Agreement), if any, now owned or, to the extent provided in the Security
                Agreement, hereafter acquired by
                it.

            


    

     

    
      	6.      	
              In
                connection with the grant by the Joining Parties, pursuant to paragraphs
                3,
                4
                and 5
                above, of a security interest in all of their right, title and interest
                in
                the Collateral (as defined in each of the Master Security Agreement,
                the
                Security Agreement, the Share Pledge Agreement and the CV Share Pledge
                Agreement) in favor of the Purchaser, the Joining Parties (i) agree
                to
                deliver to the Purchaser, together with the delivery of this Joinder,
                each
                of the items specified in Section 3 of the Share Pledge Agreement,
                (ii)
                agree to execute (if necessary) and deliver to the Purchaser such
                financing statements, in form acceptable to the Purchaser, as the
                Purchaser may request or as are necessary or desirable in the opinion
                of
                the Purchaser to establish and maintain a valid, enforceable, first
                priority perfected security interest in the Collateral (as defined
                in each
                of the Master Security Agreement, the Security Agreement, the Share
                Pledge
                Agreement and the CV Share Pledge Agreement) owned by the Joining
                Parties,
                (iii) authorize the Purchaser to file any such financing statements
                without the signature of the Joining Parties where permitted by law
                (such
                authorization includes a description of the Collateral as “all assets and
                all personal property, whether now owned and/or hereafter acquired” of the
                Joining Parties all assets and all personal property, whether now
                owned
                and/or hereafter acquired” (or any substantially similar variation
                thereof)) and (iv) agree to execute and deliver to the Purchaser
                assignments of United States and Canada trademarks, patents and copyrights
                (and the respective applications therefore) to the extent requested
                by the
                Purchaser. 

            


    

     

    
      	7.      	
              Without
                limiting the foregoing, the Joining Parties hereby make and undertake,
                as
                the case may be, each covenant, representation and warranty made
                by, and
                as (i) each Guarantor pursuant to the Subsidiary Guaranty, (ii) each
                Assignor pursuant to the Master Security Agreement, (iii) each Pledgor
                pursuant to the Share Pledge Agreement and the CV Share Pledge Agreement
                and (iv) each Eligible Subsidiary pursuant to the Security Agreement,
                in
                each case as of the date hereof (except to the extent any such
                representation or warranty relates solely to an earlier date in which
                case
                such representation and warranty shall be true and correct as of
                such
                earlier date), and agree to be bound by all covenants, agreements
                and
                obligations of a Guarantor, Assignor, Pledgor and Eligible Subsidiary
                pursuant to the Subsidiary Guaranty, Master Security Agreement, Share
                Pledge Agreement, CV Share Pledge Agreement and the Security Agreement,
                respectively, and all other Related Agreements and Ancillary Agreement
                to
                which they are or become a party.

            


    

     

    
      	8.      	
              Each
                of Schedules of
                the Security Agreement is hereby amended by supplementing such Schedule
                with the information for the Joining Parties contained on Schedules
                attached
                hereto as Annex I. Schedule A to the Share Pledge Agreement and Schedule
                A
                to the CV Share Pledge Agreement are hereby amended by supplementing
                such
                Schedule with the information for the Joining Parties contained on
                Schedule A attached hereto as Annex II. In addition, Schedule A to
                the
                Master Security Agreement is hereby amended by supplementing such
                Schedule
                with the information for the Joining Parties contained on Schedule
                A
                attached hereto as Annex III.

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    NOW
      THEREFORE, the
      Original Credit parties agree as follows:

     

    
      	9.      	
              Each
                of the Subsidiary Guaranty, Master Security Agreement, Share Pledge
                Agreement, CV Share Pledge Agreement, Security Agreement, the Guaranty
                dated September 30, 2004 granted by Swanick in favour of Purchaser
                (“the
                Swanick
                Guaranty”)
                and the Debenture dated September 30, 2004 granted by A.C. Ltd. in
                favour
                of Purchaser (the “Debenture”
                and together with the Subsidiary Guaranty, the Master Security Agreement,
                Share Pledge Agreement, CV Share Pledge Agreement Security Agreement,
                the
                Securities Purchase Agreement, the Related Agreements and the Ancillary
                Agreement, the “2004
                Documents”)
                remain in full force and effect and have not been terminated, discharged
                or released.

            


    

     

    
      	10.    	
              The
                Master Security Agreement, Share Pledge Agreement and CV Share Pledge
                Agreement constitute legal, valid and binding obligations of each
                Original
                Credit Party party thereto, enforceable against each Original Credit
                Party
                in accordance with their terms, subject to applicable bankruptcy,
                insolvency, reorganization and other laws of general application
                limiting
                the enforceability of creditors’
rights.

            


    

     

    
      	11.    	
              The
                Master Security Agreement, Share Pledge Agreement and CV Share Pledge
                Agreement shall continue to constitute valid security for the obligations
                of each Original Credit Party to the Purchaser under and pursuant
                to the
                2004 Documents.

            


    

     

    
      	12.    	
              This
                Joinder shall be binding upon the parties hereto and their respective
                successors and permitted assigns and shall inure to the benefit of
                and be
                enforceable by each of the parties hereto and its successors and
                permitted
                assigns, provided,
                however,
                the Joining Parties may not assign any of their rights, obligations
                or
                interest hereunder or under the Security Agreement or any Ancillary
                Agreement without the prior written consent of the Purchaser or as
                otherwise permitted by the Securities Purchase Agreement, Related
                Agreements, Security Agreement or any Ancillary Agreement. THIS
                JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
                BY
                THE LAW OF THE PROVINCE OF ONTARIO.
                This Joinder may be executed in any number of counterparts, each
                of which
                shall be an original, but all of which shall constitute one instrument.
                In
                the event that any provision of this Joinder shall prove to be invalid
                or
                unenforceable, such provision shall be deemed to be severable from
                the
                other provisions of this Joinder which shall remain binding on all
                parties
                hereto.

            


    

     

    
      	13.    	
              From
                and after the execution and delivery hereof by the parties hereto,
                this
                Joinder shall constitute a “Related
                Agreement”
                for all purposes of the Securities Purchase Agreement and the Related
                Agreements and an “Ancillary
                Agreement”
                for all purposes of the Security Agreement and the Ancillary
                Agreements.

            


    

     

    
      	14.    	
              The
                effective date of this Joinder is December 31,
                2005.

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      undersigned has caused this Joinder to be duly executed as of the date first
      above written.

     

     

    CANCABLE
      HOLDING CORP.

     

    By:  
      /s/
      Sayan
      Navaratnam

    
      

    

    Name:
      Sayan
      Navaratnam

    Title:
      Chairman
      and CEO

     

    IVIEW
      DIGITAL VIDEO SOLUTIONS INC.

     

    By:  
      /s/
      Sayan
      Navaratnam

    
      

    

    Name:
      Sayan
      Navaratnam

    Title:
      President

     

    CANCABLE
      INC.

     

    By:  
      /s/
      Ross
      Jepson

    
      

    

    Name:
      Ross Jepson

    Title:
      President

     

    CANCABLE,
      INC.

     

    By:  
      /s/
      Ross
      Jepson

    
      

    

    Name:
      Ross Jepson

    Title:
      President and Secretary

     

    CREATIVE
      VISTAS, INC.

     

    By:  
      /s/
      Dominic Burns

    
      

    

    Name:
      Dominic Burns

    Title:
      President

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

    CREATIVE
      VISTAS ACQUISITION CORP.

     (formerly
      A.C. Technical Acquisition Corp, Inc.)

     

    By:  
      /s/
      Sayan
      Navaratnam

    
      

    

    Name:
      Sayan
      Navaratnam

    Title:
      President and Secretary

     

    A.C.
      TECHNICAL SYSTEMS LTD.

     

    By:  
      /s/
      Sayan
      Navaratnam

    
      

    

    Name:
      Sayan
      Navaratnam

    Title:
      CEO

     

    BRENT
      W. SWANICK

     

    By:  
      /s/
      Brent
      Swanick

    
      

    

    Name:

    Title:

     

     

    Accepted
      and Acknowledged by:

     

     

    LAURUS
      MASTER FUND, LTD.

     

     

    By:  
      /s/
      David
      Grin

    
      

    

    Name:
      David Grin

    Title:
      Director

     

    
      
        
        

      

      
        -6-