Exhibit
        10.01

       

      


      SECURITY
        AGREEMENT

      


      
        	DEBTOR: SANZ INC.	SECURED
                PARTY: AVNET, INC.
	ADDRESS:	Avnet Partner
                Solutions
	9800 Pyramid Court	8700 South Price
                Road
	Suite 130 	Tempe, Arizona
                85284
	Englewood, CO
                80112	 
	Attn: Robert
                Ogden	Attn: Legal
                Department


      

      
Avnet
        Partner Solutions, a division of Avnet, Inc. ("AVNET"), enters into this
        Security Agreement (this "Agreement") with SANZ INC. ("Debtor") as of the
        12 day
        of October, 2005 (“Effective Date”).

      


      Debtor
        agrees that in order to secure the full, prompt and satisfactory performance
        of
        each and every obligation of Debtor to AVNET for the goods sold by AVNET
        to
        Debtor, including but not limited to Debtor's obligation to make full and
        timely
        payment of the invoices issued by AVNET, but subject to the limitation set
        forth
        in the fifth unnumbered paragraph of this Agreement (the “Obligations”), Debtor
        grants to AVNET a first position security interest and continuing lien on
        all
        Debtor's right, title and interest (the "Security Interest") (such priority
        being subject to the fourth unnumbered paragraph of this Agreement and the
        final
        unnumbered paragraph of this Agreement) in and to the following described
        collateral:

       

      The
        goods
        sold by AVNET to Debtor (in which AVNET shall be deemed to have a first priority
        purchase money security interest), as well as all other Debtor goods, inventory,
        chattel paper, deposit accounts, accounts, accounts receivable, rights to
        payment of every kind, general intangibles, instruments, equipment and
        machinery, accessions, furnishings, and fixtures of Debtor, together with
        all
        related proceeds, attachments, additions and substitutions, as each of those
        terms are defined by the Uniform Commercial Code of the State of Arizona
        in
        effect as of the date of this Agreement, now existing or hereafter arising
        out
        of the business of the Debtor and regardless as to whether such collateral
        is in
        the possession of Debtor, warehouseman, bailee, or any other third party
        (collectively, the "Collateral").

      


      With
        regards to any first priority security interest held by Wells Fargo Bank,
        N.A.
        or any successor-in-interest thereto or assignee (collectively, the “Bank”) in
        the Collateral, or any first priority security interest held by any agreed
        substitute lender as contemplated by the final unnumbered paragraph of this
        Agreement, the Security Interest granted herein shall be deemed a second
        position priority interest to the Bank’s interest(s). 

      


      The
        Obligations secured by the Security Interest shall be that portion (if any)
        of
        the total obligations of Debtor to AVNET outstanding from time to time that
        exceed $1,000,000. For the avoidance of doubt, if the Debtor’s total obligations
        to AVNET are hereafter reduced to an amount less than $1,000,000 and are
        thereafter increased once again to an amount greater than $1,000,000, such
        excess shall constitute Obligations and shall be secured by the Security
        Interest without re-execution of this Agreement, re-filing of financing
        statements, or any other action by any person. Except in connection with
        the
        termination of this Agreement, in no event shall AVNET have to withdraw any
        UCC
        filing or other financing statements once filed, such documents and related
        Security Interest remaining effective regardless of the amount of outstanding
        Obligations.

      


      The
        Security Interest granted shall at all times be valid, perfected and enforceable
        against the Debtor and all third parties, in accordance with the terms hereof,
        as security for the unpaid Obligations owing to

       

       

       

      
        	Security
                Agreement	
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      AVNET
        as
        provided above and, subject to the terms of this Agreement, the Collateral
        shall
        not at any time be subject to any other lien(s) without the prior written
        approval of AVNET. AVNET hereby grants its prior approval of the lien in
        favor
        of the Bank and all other rights of the Bank under its loan/line of credit
        agreements between the Debtor and the Bank.

       

      Upon
        mutual agreement of the parties, such agreement not to be unreasonably withheld,
        and if all Obligations have been paid, AVNET, within fifteen (15) days of
        such
        agreement, shall execute any and all instruments and documents, including
        but
        not limited to termination statements to any financing statements filed to
        evidence or perfect the Security Interest that are necessary to evidence
        the
        release of the Security Interest in and to the Collateral (the “Release
        Documents”); thereafter, this Agreement shall terminate. Thereafter, Debtor
        shall not incur any additional Obligations from AVNET without signing a
        subsequent Security Agreement.  

       

      Debtor
        warrants, covenants and agrees: (1) to pay and perform all of the obligations
        secured by this Agreement (including but not limited to AVNET's cost of
        enforcement, collection and attorney's fees), to defend title to the Collateral,
        to keep the Collateral free and clear, except with respect to the Bank, of
        all
        mortgages, liens, pledges, charges, encumbrances, further security interests,
        taxes and assessments and to keep, at its sole expense, the Collateral in
        good
        repair and condition; (2) to keep the Collateral insured (with insurance
        companies providing coverage under this Agreement must be rated by A.M. Best
        with at least an A- rating and a financial size category of at least Class
        VII)
        against
        loss by fire, theft and other hazards in an amount equal to at least one
        hundred
        percent (100%) of the replacement value of the Collateral and evidence such
        by
        providing AVNET current certificates of insurance with the loss payable and
        proceed clauses directly payable to AVNET; (3) that on demand by AVNET, to
        furnish further assurance of title, execute and deliver any instrument or
        do
        other acts necessary to effectuate the purposes of this Agreement; (4) to
        promptly notify AVNET of any change in the principal location of or with
        respect
        to the financial condition or the discontinuance of Debtor's business; (5)
        promptly notify AVNET of the commencement of any litigation or governmental
        proceeding against the Debtor which, if adversely determined, might affect
        Debtor, or Debtor's business, or Debtor's ability to repay the Obligations
        in
        any material respect; (6) its operations are and will continue to be in
        compliance with and not in violation of all applicable laws and regulations;
        and
        (7) provide AVNET with Debtor’s collateral reports provided periodically to the
        Bank, such reports to be generated no less than weekly and sent to Avnet
        within
        (24) hours of sending to the Bank.

       

      If
        Debtor
        shall fail to procure or to pay the premium on any insurance required to
        be
        maintained by this Agreement, AVNET is hereby authorized (but not obligated)
        to
        pay and advance any sums required and all such advances shall be secured
        by the
        Collateral and be repaid immediately by Debtor upon notice by AVNET. Debtor
        shall give AVNET or any persons designated by AVNET the right, without hindrance
        or delay, upon two Business Days' notice, during normal business hours, to
        inspect, audit, check and make copies of Debtor's books, records and accounts.
        

      


      Debtor
        will be in default (“Default”) of this Agreement upon the occurrence of any of
        the following:

      (1)
        excluding items 2, 3, 4, 5, 6, 7, and 8 below, failure to perform any obligation
        under this Agreement after AVNET has sent Debtor notice of such non-performance
        and a ten (10) day cure period has elapsed; 

      (2)
        failure to pay any invoice, note, account, obligation or liability due AVNET
        within ten days after the date when due;

      (3)
        making any false or misleading statement, representation or warranty in
        connection with this Agreement;

      (4)
        commencement
        of insolvency or like proceedings against Debtor or its parent or subsidiary
        that is not vacated
        or dismissed within ten
        (10)
        days thereafter (except that involuntary bankruptcy filings may be vacated
        or
        withdrawn within ninety (90) days prior to being deemed a Default) or any
        assignment for the benefit of creditors, receiver or trustee;

       

       

      
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                Agreement	
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      (5)
        any
        material adverse change in the financial condition of Debtor or any action
        by
        Debtor to cease operations or business conducted;

      (6)
        any
        failure to maintain the Collateral, except in the ordinary course of business;
        

      (7)
        the
        death, dissolution, termination of existence, insolvency, business failure,
        or
        like event of Debtor; or

      (8)
        failure to maintain Receivables available to AVNET in an amount equal to
        or
        greater than the Obligations less another $1,000,000.  For the purposes
        of
        this item 8, “Receivables” shall mean Debtor’s total cash and non-contra,
        non-escrow customer receivables at 100%, except maintenance receivables which
        are at 50%, less all
        obligations of Debtor to the Bank. AVNET shall provide Debtor five (5) days
        notice prior to exercising its default remedies for this item 8.

      


      Upon
        Default and at any time after such Default, but subject in all events to
        the
        rights of the Bank in the Wells Intercreditor Agreement, defined below, (unless
        waived by Bank, which waiver may be granted without Debtor’s consent), (1) AVNET
        may declare all obligations secured by this Agreement immediately due and
        payable in full without presentment, demand, protest or notice of dishonor
        of
        any kind, all of which are hereby expressly waived, and AVNET shall have
        all the
        rights, remedies and privileges with respect to repossession, retention and
        sale
        of the Collateral and disposition of the proceeds available to a secured
        party
        under the Uniform Commercial Code of the State of Arizona in effect as of
        the
        date of this Agreement; (2) AVNET may enter peaceably onto Debtor's premises
        to
        possess, render unusable by Debtor, dispose of or require Debtor to assemble
        the
        Collateral and deliver or make it available to AVNET at a place to be designated
        by AVNET; (3) AVNET may foreclose its liens, security interests and assignments
        or exercise any powers of sale; and/or (4) AVNET may pursue all rights and
        remedies available at law or in equity. All expenses, (including but not
        limited
        to reasonable attorneys' fees) costs of collection, sale or storage or the
        like
        shall be borne by Debtor.

      


      Debtor
        agrees that waiver or acquiescence in any Default, or AVNET's failure to
        strictly enforce Debtor's performance of the obligations under this Agreement,
        shall not constitute a waiver of any subsequent or other Default or failure.
        Notices to either party shall be sent by certified mail or other guaranteed
        delivery to the address set forth above. AVNET may assign this Agreement;
        however, Debtor may not. All rights of AVNET shall inure to its successors
        and
        assigns; and all obligations, duties and promises of Debtor shall be binding
        upon its heirs, executors or administrators. If the Debtor is a partnership,
        joint venture or proprietorship, then the liabilities pursuant to this Agreement
        shall be joint and several. Except as otherwise expressly provided herein,
        the
        rights and obligations of the parties shall be governed by the laws of the
        State
        of Arizona, including the Uniform Commercial Code as adopted by the State
        of
        Arizona. 

      


      Any
        amendment or modification of this Agreement must be in a separate writing
        expressly identified as such and signed by the authorized representatives
        of
        both parties in order to be effective. This Agreement and all other documents
        executed in connection herewith shall consti-tute the entire agreement between
        the parties hereto and shall supersede all other prior agreements, written
        or
        oral, with respect thereto. If any provision of this Agreement is held invalid,
        the remaining provisions shall continue in full force and effect and the
        parties
        shall substitute for the invalid provision a valid provision which most closely
        approximates the economic effect and intent of the invalid
        provision.

      


      Debtor
        hereby irrevocably appoints AVNET (and any AVNET designated employees and/or
        agents) its attorney-in-fact (A) to execute any Security Interest related
        financing statements or other similar instruments, and (B) to do such other
        acts
        and things as may be necessary to establish or preserve the Security Interest
        in
        and to the Collateral. AVNET will promptly furnish Debtor with a copy of
        each
        writing executed under this Power of Attorney upon the execution
        thereof.

       

       

      
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                Agreement	
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      Prior
        to
        the execution of this Agreement, AVNET has entered into a certain Intercreditor
        Agreement with the Bank (the “Wells Intercreditor Agreement”) providing for the
        relative rights of AVNET and the Bank. In the event Debtor shall replace
        or
        supplement its existing credit facility with a credit facility or other loan
        from another institutional lender, AVNET may, in AVNET’s sole discretion, enter
        into an Intercreditor Agreement with such other lender on substantially the
        same
        terms as the Wells Intercreditor Agreement or on such other terms as AVNET
        and
        such new lender may agree following good faith negotiation.

      


      THIS
        SECURITY AGREEMENT IS SUBJECT TO THE TERMS OF A REMITTANCE AND INTERCREDITOR
        AGREEMENT BY AVNET PARTNER SOLUTIONS, A DIVISION OF AVNET, INC. IN FAVOR
        OF
        WELLS FARGO BANK, NATIONAL ASSOCIATION, ACTING THROUGH ITS WELLS FARGO BUSINESS
        CREDIT OPERATING DIVISION, DATED AS OF OCTOBER 12,
        2005.


      


      IN
        WITNESS WHEREOF,
        the
        parties have executed this Agreement as of the Effective Date.

       

      


      DEBTOR:
        SANZ
        INC.     

      BY:
        /s/
        Robert Ogden     

      PRINTED
        NAME:
        Robert Ogden   

      ITS
        AUTHORIZED REPRESENTATIVE

      


      AVNET
        PARTNER SOLUTIONS,

      A
        DIVISION OF AVNET, INC.

      BY:
        /s/
        Jolea A. Kidd     

      PRINTED
        NAME:
        Jolea
        A. Kidd   

      ITS
        AUTHORIZED REPRESENTATIVE

       

       

      
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                Agreement	
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