Options Media Group Holdings, Inc


Exhibit 10.5

Options Media Group Holdings, Inc.

123 NW 13th Street, Suite 300

Boca Raton, FL 33432




March 13, 2009




Barry Honig

595 S. Federal Highway, Suite 600

Boca Raton, Florida 33432




Michael Brauser 

595 S. Federal Highway, Suite 600

Boca Raton, Florida 33432




GRQ Consultants Inc. 401(K)

595 S. Federal Highway, Suite 600

Boca Raton, Florida 33432




Re:

Subordination Agreement




Dear Barry and Mike:




Reference is made to that certain security agreement (the “Security Agreement”) entered into as of January 13, 2009 by and among Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), Options Acquisition Sub, Inc., a Delaware corporation (“OAS”), Icon Term Life Inc., a Florida corporation (“ITL”), GRQ Consultants, Inc. 401K (“GRQ”), Michael Brauser (“Brauser”) and Barry Honig (“Honig”). GRQ, Brauser and Honig are collectively called the “Subordinated Creditors”. The Company, OAS and ITL are collectively called the “Debtors”.  The Security Agreement, together with any other documents executed in connection therewith, are collectively called the “Subordinate Documents”.




Subordinate Creditors and Debtors agree that all of the rights and obligations arising under, relating to, or in connection with the Subordinate Documents (the “Subordinate Obligations”) are and shall be subordinate to the prior payment in full in cash of all obligations of the holder (the “Senior Investor”) of that certain secured promissory note dated March 13, 2009 made payable by the Company to GFT Holdings, Inc., a Delaware corporation, in the original principal amount of $300,000 (the “Senior Note”) and the security interest of the Senior Investor pursuant to that certain secured loan agreement dated March 13, 2009 and the Senior Note (such obligations owed to Senior Investor are called the “Obligations”).  Subordinate Creditors may not take or receive from the Debtors, directly or indirectly, payment of all or any portion of the Subordinate Obligations, whether in cash or other property or by set-off or in any other manner (including, without limitation, from or by way of collateral), unless and until the Obligations have been paid in full in cash to Senior Investor.  Subordinate Creditors and the Debtors agree that the Senior Investor is a third party beneficiary to this letter agreement.




Subordinate Creditors hereby (a) waive the mandatory prepayment provisions set forth in Section 2.3 of their respective secured notes issued by the Company on January 13, 2009 and acknowledge that no proceeds from the Senior Note will be used to pay the Subordinate Obligations; (b) agree to execute and deliver to the Debtors a First Amendment to Security Agreement in the form attached hereto as Exhibit A; and (c) authorize Debtors to file Forms UCC-3 in the appropriate jurisdictions amending any and all Forms UCC-1 evidencing the security interest of the Subordinated Creditors to include the paragraph set forth on Exhibit B.






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	GRQ CONSULTANTS, INC. 401(K)


	 
	 
	  


	 
	 
	 

	 
	By:  

	/s/ Barry Honig


	 
	 
	Barry Honig, Trustee







			
	 
	 
	 

	 
	By:  

	/s/ Barry Honig


	 
	 
	BARRY HONIG







			
	 
	 
	 

	 
	By:  

	/s/ Michael Brauser


	 
	 
	MICHAEL BRAUSER 










		
	ACCEPTED BY AND AGREED TO:


	 

	OPTIONS MEDIA GROUP HOLDINGS, INC.


	 
	  


	 
	 

	By:  

	/s/ Scott Frohman


	 
	Scott Frohman

Chief Executive Officer







		
	OPTIONS ACQUISITION SUB, INC.


	 
	  


	 
	 

	By:  

	/s/ Scott Frohman


	 
	Scott Frohman

Chief Executive Officer







		
	ICON TERM LIFE INC.


	 
	  


	 
	 

	By:  

	/s/ Scott Frohman


	 
	Scott Frohman

Chief Executive Officer







		
	ACKNOWLEDGED:


	 
	  


	 
	 

	By:  

	/s/ Barry Honig


	 
	Barry Honig, as Collateral Agent















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EXHIBIT A

FORM OF FIRST AMENDMENT 

TO

SECURITY AGREEMENT







THIS FIRST AMENDMENT TO SECURITY AGREEMENT (the “First Amendment”) executed effective as of the ___ day of March, 2009 is made and entered into by and between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), Options Acquisition Sub, Inc., a Delaware corporation (“OAS”), Icon Term Life Inc., a Florida corporation (“ITL”), GRQ Consultants, Inc. 401(K) (“GRQ”), Michael Brauser (“Brauser”) and Barry Honig (“Honig”).




WHEREAS, the parties executed that certain Security Agreement dated January 13, 2009 (the “Security Agreement”); 




WHEREAS, the Company desires to borrow $300,000 from GFT Holdings, Inc., a Delaware corporation (the “Bridge Loan”);




WHEREAS, the Company, OAS and ITL desire to enter into a secured loan agreement securing the Bridge Loan and related obligations, pursuant to which the holder of the Bridge Loan shall have a priority interest in repayment and in the collateral of the Company, OAS and ITL (the “Bridge Loan Agreement”);




WHEREAS, the parties desire to modify the Security Agreement to reflect the priority security interest in the collateral of the Company, OAS, and ITL to be provided to the holder of the Bridge Loan; and 




WHEREAS, the Holder acknowledges that it and/or its affiliates will benefit materially from this modification and, accordingly, Holder has received adequate consideration for agreeing to this modification.




WHEREAS, the parties hereto desire to amend the Security Agreement to incorporate the provisions set forth herein; and




WHEREAS, the parties hereto desire to express the amendment in writing.




NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties agree as follows:




1.

Recitals.  The parties acknowledge and agree that the recitations set forth above are true and correct and are incorporated herein by reference.

 

2.

Security Agreement Being Modified.  The security agreement being modified by this by this First Amendment is that certain Security Agreement dated January 13, 2009 entered into by and among the Company, OAS, ITL, GRQ, Brauser, and Honig, which is incorporated herein by reference.






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3.

Amendment.  The Security Agreement shall be amended as follows:




A.

A new Section 3.4 shall be added as follows: 




3.4

Notwithstanding anything contained in this Agreement to the contrary, the Lenders’ security interest in the Collateral shall be subject to and subordinate to the security interest of GFT Holdings, Inc., a Delaware corporation (or its transferees and assigns), pursuant to that certain Secured Loan Agreement dated March __, 2009.




B.

Schedule 6.1 shall be amended by adding:

That certain Secured Loan Agreement dated March ___, 2009 by and among Options Media Group Holdings, Inc., Options Acquisition Sub, Inc., Icon Term Life Inc., and GFT Holdings, Inc., a Delaware corporation.




4.

No Waiver.  Nothing contained herein shall be construed as a waiver of any default by the Company, OAS or ITL or election, limitation or waiver of a remedy or any other rights of GRQ, Brauser and Honig under the Security Agreement.




5.

Reaffirmation/ Inconsistent Provisions.  Except as specifically modified pursuant to this First Amendment, the Security Agreement shall remain in full force and effect.   This First Amendment shall supersede the provisions of the Security Agreement to the extent those provisions are inconsistent with the provisions of this First Amendment.  The Company, OAS and ITL represent and warrant that there exists no default under the Security Agreement as of the date of this First Amendment and no event exists, that with the giving of notice or the passage of time, could result in any default under the Security Agreement.  




6.

Counterparts.  This First Amendment may be signed in counterparts which shall constitute one agreement.  It shall not be necessary for both parties to sign the same counterpart.  







[Signature Page to Follow]






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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment effective as of the date first written above.







		
	OPTIONS MEDIA GROUP HOLDINGS, INC.


	 
	  


	 
	 

	By:  

	 

	 
	Scott Frohman

Chief Executive Officer







		
	OPTIONS ACQUISITION SUB, INC.


	 
	  


	 
	 

	By:  

	 

	 
	Scott Frohman

Chief Executive Officer







		
	ICON TERM LIFE INC.


	 
	  


	 
	 

	By:  

	 

	 
	Scott Frohman

Chief Executive Officer







		
	GRQ CONSULTANTS, INC. 401(K)


	 
	  


	 
	 

	By:  

	 

	 
	Barry Honig

Trustee







		
	 
	 

	 
	 

	 
	BARRY HONIG







		
	 
	 

	 
	 

	 
	MICHAEL BRAUSER 







		
	ACKNOWLEDGED:


	 
	  


	 
	 

	 
	 

	 
	Barry Honig

as Collateral Agent















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EXHIBIT B







Notwithstanding anything to the contrary, the Secured Party’s security interest in the Collateral shall be subject to and subordinate to the security interest of GFT Holdings, Inc., a Delaware corporation (or its transferees and assigns), pursuant to that certain Secured Loan Agreement dated March __, 2009.


















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