Master Security Agreement




EXHIBIT
10.1




ELINEAR,
INC. AND CERTAIN OF ITS SUBSIDIARIES

MASTER
SECURITY AGREEMENT










To: Laurus
Master Fund, Ltd.

c/o
M&C Corporate Services Limited

P.O. Box
309 GT

Ugland
House

South
Church Street

George
Town

Grand
Cayman, Cayman Islands




Date:
February 28, 2005

 

To Whom
It May Concern:

 

1.  To secure
the payment of all Obligations (as hereafter defined), eLinear, Inc., a Delaware
corporation (the "Company"), each of the other undersigned parties (other than
Laurus Master Fund, LTD, "Laurus")) and each other entity that is required to
enter into this Master Security Agreement (each an "Assignor" and, collectively,
the "Assignors") hereby assigns and grants to Laurus a continuing security
interest in all of the following property now owned by any Assignor, or in which
any Assignor now has any right, title or interest (the "Collateral"): all cash,
cash equivalents, accounts, accounts receivable, deposit accounts (including,
without limitation, the Restricted Account (the "Restricted Account") maintained
at North Fork Bank (Account Name: eLinear, Inc., Account Number: referred to in
the Restricted Account Agreement)), and specifically excluding such deposit
accounts listed on Exhibit A attached hereto and incorporated herein by
reference (the "Other Deposit Accounts"), and including inventory, equipment,
goods, documents, instruments (including, without limitation, promissory notes),
contract rights, general intangibles (including, without limitation, payment
intangibles and an absolute right to license on terms no less favorable than
those current in effect among our affiliates), chattel paper, supporting
obligations, investment property (including, without limitation, all equity
interests owned by any Assignor), letter-of-credit rights, trademarks, trademark
applications, tradestyles, patents, patent applications, copyrights, copyright
applications and other intellectual property in which any Assignor now have or
hereafter may acquire any right, title or interest, all proceeds and products
thereof (including, without limitation, proceeds of insurance) and all
additions, accessions and substitutions thereto or therefore. The parties
acknowledge that the rights, title and interest granted under this Security
Agreement are subordinated to previous security agreements granted by the
Company and that certain Intercreditor Agreement, dated on or about the date
hereof. Except as otherwise defined herein, all capitalized terms used herein
shall have the meaning provided such terms in that certain Securities Purchase
Agreement between the Company and Laurus, dated of even date herewith (the
"Securities Purchase Agreement"),

 

2.  The term
"Obligations" as used herein shall mean and include all debts, liabilities and
obligations owing by each Assignor to Laurus arising under, out of, or in
connection with: (i) the Securities Purchase Agreement and the Related
Agreements (collectively, (the Securities Purchase Agreement and each Related
Agreement, "Documents"), and in connection with any documents, instruments or
agreements relating to or executed in connection with the Documents or any
documents, instruments or agreements referred to therein or otherwise, and in
connection with any other indebtedness, obligations or liabilities of any
Assignor to Purchaser, 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 Obligations, or of any instrument
evidencing any of the Obligations 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 the Obligations in any case commenced
by or against any Assignor under Title 11, United States Code, including,
without limitation, obligations or indebtedness of each Assignor for
post-petition interest, fees, costs and charges that would have accrued or been
added to the Obligations but for the commencement of such case.

 

3.  Each
Assignor hereby jointly and severally represents, warrants and covenants to
Laurus that:

 

(a)   it is a
corporation, partnership or limited liability company, as the case may be,
validly existing, in good standing and organized under the respective laws of
its jurisdiction of organization set forth on Schedule B, and each Assignor will
provide Laurus thirty (30) days' prior written notice of any change in any of
its respective jurisdiction of organization;

 

(b)  its legal
name is as set forth in its respective Certificate of Incorporation or other
organizational document (as applicable) as amended through the date hereof and
as set forth on Schedule A, and it will provide Laurus thirty (30) days' prior
written notice of any change in its legal name;

 

(c)  its
organizational identification number (if applicable) is as set forth on Schedule
A hereto, and it will provide Laurus thirty (30) days' prior written notice of
any change in any of its organizational identification number;

 

(d)  it is the
lawful owner of the respective Collateral and it has the sole right to grant a
security interest therein and will defend the Collateral against all claims and
demands of all persons and entities;

 

(e)  it will
keep its respective Collateral free and clear of all attachments, levies, taxes,
liens, security interests and encumbrances of every kind and nature
("Encumbrances"), except (i) Encumbrances securing the Obligations and (ii) to
the extent said Encumbrance does not secure indebtedness in excess of $150,000
and such Encumbrance is removed or otherwise released within ten (10) days of
the creation thereof;

 

(f)  it will,
at its and the other Assignors joint and several cost and expense keep the
Collateral in good state of repair (ordinary wear and tear excepted) and will
not waste or destroy the same or any part thereof other than ordinary course
discarding of items no longer used or useful in its or such other Assignors’
business;

 

(g)  it will
not without Laurus’ prior written consent, sell, exchange, lease or otherwise
dispose of the Collateral, whether by sale, lease or otherwise, except for the
sale of inventory in the ordinary course of business and for the disposition or
transfer in the ordinary course of business during any fiscal year of obsolete
and worn-out equipment or equipment no longer necessary for its ongoing needs,
having an aggregate fair market value of not more than $375,000 and only to the
extent that:

 

(i)  the
proceeds of any such disposition are used to acquire replacement Collateral
which is subject to Laurus’ first priority perfected security interest, or are
used to repay Obligations or to pay general corporate expenses; and

 

(ii)  following
the occurrence of an Event of Default which continues to exist the proceeds of
which are remitted to Laurus to be held as cash collateral for the
Obligations;

 

(h)  it will
insure or cause the Collateral to be insured against loss or damage by fire,
theft, burglary, pilferage, loss in transit and such other hazards as
customarily insured against by companies in similar businesses;

 

(i)  it will
at all reasonable times allow Laurus or Laurus’ representatives free access to
and the right of inspection of the Collateral; and

 

(j)  such
Assignor (jointly and severally with each other Assignor) hereby indemnifies and
saves Laurus harmless from all loss, costs, damage, liability and/or expense,
including reasonable attorneys' fees, that Laurus may sustain or incur to
enforce payment, performance or fulfillment of any of the Obligations and/or in
the enforcement of this Master Security Agreement or in the prosecution or
defense of any action or proceeding either against Laurus or any Assignor
concerning any matter growing out of or in connection with this Master Security
Agreement, and/or any of the Obligations and/or any of the Collateral except to
the extent caused by Laurus’ own gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and nonappealable
decision).

 



 

4.  The
occurrence of any event of default under the Note shall constitute an "Event of
Default" under this Master Security Agreement.

 




 

5.  Upon the
occurrence of any Event of Default and at any time thereafter, Laurus may
declare all Obligations immediately due and payable and Laurus shall have the
remedies of a secured party provided in the Uniform Commercial Code as in effect
in the State of New York, this Agreement and other applicable law. Upon the
occurrence of any Event of Default and at any time thereafter, Laurus will have
the right to take possession of the Collateral and to maintain such possession
on our premises or to remove the Collateral or any part thereof to such other
premises as Laurus may desire. Upon Laurus’ request, each of the Assignors shall
assemble or cause the Collateral to be assembled and make it available to Laurus
at a place designated by Laurus. If any notification of intended disposition of
any Collateral is required by law, such notification, if mailed, shall be deemed
properly and reasonably given if mailed at least ten (10) days before such
disposition, postage prepaid, addressed to any Assignor either at such
Assignor’s address shown herein or at any address appearing on Laurus’ records
for such Assignor. Any proceeds of any disposition of any of the Collateral
shall be applied by Laurus to the payment of all expenses in connection with the
sale of the Collateral, including reasonable attorneys' fees and other legal
expenses and disbursements and the reasonable expense of retaking, holding,
preparing for sale, selling, and the like, and any balance of such proceeds may
be applied by Laurus toward the payment of the Obligations in such order of
application as Laurus may elect, and each Assignor shall be liable for any
deficiency. For the avoidance of doubt, following the occurrence and during the
continuance of an Event of Default, Laurus shall have the immediate right to
withdraw any and all monies contained in the Restricted Account or any other
deposit accounts in the name of the Assignor and controlled by Laurus and apply
same to the repayment of the Obligations (in such order of application as Laurus
may elect).

 

6.  If any
Assignor defaults in the performance or fulfillment of any of the terms,
conditions, promises, covenants, provisions or warranties on such Assignor’s
part to be performed or fulfilled under or pursuant to this Master Security
Agreement, Laurus may, at its option without waiving its right to enforce this
Master Security Agreement according to its terms, immediately or at any time
thereafter and without notice to any Assignor, perform or fulfill the same or
cause the performance or fulfillment of the same for each Assignor’s joint and
several account and at each Assignor’s joint and several cost and expense, and
the cost and expense thereof (including reasonable attorneys' fees) shall be
added to the Obligations and shall be payable on demand with interest thereon at
the highest rate permitted by law, or, at Laurus’ option, debited by Laurus from
the Restricted Account or any other deposit accounts in the name of the Assignor
and controlled by Laurus.

 

7.  Each
Assignor agrees to join with Laurus in executing financing statements or other
instruments to the extent required by the Uniform Commercial Code in form
satisfactory to Laurus and in executing such other documents or instruments as
may be required or deemed necessary by Laurus for purposes of affecting or
continuing Laurus’ security interest in the Collateral. In the event of default,
and only while such default if continuing, each Assignor appoints Laurus, any of
Laurus’ officers, employees or any other person or entity whom Laurus may
designate as our attorney, with power to execute such documents in each of our
behalf and to supply any omitted information and correct patent errors in any
documents executed by any Assignor or on any Assignor’s behalf; to file
financing statements against us covering the Collateral (and, in connection with
the filing of any such financing statements, describe the Collateral as "all
assets and all personal property, whether now owned and/or hereafter acquire dæ
(or any substantially similar variation thereof)); to sign our name on public
records; and to do all other things Laurus deem necessary to carry out its
remedies under this Master Security Agreement in the event of default. Each
Assignor hereby ratifies and approves all acts of the attorney and neither
Laurus nor the attorney will be liable for any acts of commission or omission,
nor for any error of judgment or mistake of fact or law other than gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision). This power being coupled
with an interest, is irrevocable so long as any Obligations remains unpaid.


 

8.  No delay
or failure on Laurus’ part in exercising any right, privilege or option
hereunder shall operate as a waiver of such or of any other right, privilege,
remedy or option, and no waiver whatever shall be valid unless in writing,
signed by Laurus and then only to the extent therein set forth, and no waiver by
Laurus of any default shall operate as a waiver of any other default or of the
same default on a future occasion. Laurus shall have the right to enforce any
one or more of the remedies available to Laurus, successively, alternately or
concurrently. 

 

9.  This
Master Security Agreement shall be governed by and construed in accordance with
the laws of the State of New York and cannot be terminated orally. All of the
rights, remedies, options, privileges and elections given to Laurus hereunder
shall inure to the benefit of Laurus’ successors and assigns. The term "Laurus"
as herein used shall include Laurus, any parent of Laurus’, any of Laurus’
subsidiaries and any co-subsidiaries of Laurus’ parent, whether now existing or
hereafter created or acquired, and all of the terms, conditions, promises,
covenants, provisions and warranties of this Agreement shall inure to the
benefit of each of the foregoing, and shall bind the representatives, successors
and assigns of each Assignor. Laurus and each Assignor hereby (a) waive any and
all right to trial by jury in litigation relating to this Agreement and the
transactions contemplated hereby and each Assignor agrees not to assert any
counterclaim in such litigation, (b) submit to the nonexclusive jurisdiction of
any New York State court sitting in the borough of Manhattan, the city of New
York and (c) waive any objection Laurus or each Assignor may have as to the
bringing or maintaining of such action with any such court.

 

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

 

























 

11.  All
notices from Laurus to any Assignor shall be sufficiently given if mailed or
delivered to such Assignor’s address set forth below.

 

Very
truly yours,

 




 

eLinear,
Inc.     NetView
Technologies, Inc.

 

By:
____________________   By:
____________________

 

Name:
Michael Lewis    Name:
__________________

 

Title:
Chief Executive Officer  Title:
___________________

 

Address:
2901 West Sam Houston Pkwy  Address:
2901 West Sam Houston Pkwy _______

 

Suite
E-300      Suite
E-300

 

Houston,
Texas 77043________________  Houston,
Texas 77043  

 




 

NewBridge
Technologies, Inc.  TanSeco
Systems, Inc.

 

By:
____________________   By:
____________________

 

Name:
__________________   Name:
__________________

 

Title:
___________________   Title:
___________________

 

Address:
2901 West Sam Houston Pkwy  Address:
2901 West Sam Houston Pkwy _______

 

Suite
E-300      Suite
E-300

 

   Houston,
Texas 77043_____ Houston, Texas 77043

 




 

ACKNOWLEDGED:

 




 

LAURUS
MASTER FUND, LTD.

 




 

By:______________________

 

Name:

 

Title:

 

Address: