xedar8kex102_12302008.htm


     

    
      


      

    

     

    Exhibit 10.2

    
       

      PLEDGE
AND SECURITY AGREEMENT

       

       

       

       

      THIS PLEDGE AND SECURITY
AGREEMENT is made as of March 3, 2008, as amended and supplemented April 24,
2008, as subsequently amended and supplemented June 30, 2008, as subsequently
amended and supplemented August 20, 2008, as subsequently amended and
supplemented September 4, 2008, as subsequently amended and supplemented October
9, 2008, and as subsequently amended and supplemented December 31, 2008, by and
between Xedar Corporation,
a Colorado corporation (hereinafter "Pledgor"), and Hugh H. Williamson,
III (hereinafter "Pledgee").

       

      1.           Background.
As of this date, Pledgee has loaned Pledgor up to Two Million Eight Hundred
Thousand Dollars and No Cents ($2,800,000.00) pursuant to the terms of a Sixth
Amended and Restated Secured Subordinated Promissory Note (the “Note”) issued to
Pledgee.  Therefore, the parties enter into this
Agreement.

       

      2.           Pledge.
Pledgor hereby grants a security interest to Pledgee in the following
"Collateral":  All present and future property of Pledgor wherever
located and however described (including, without limitation, any and all
present and future goods, whether constituting inventory, equipment, farm
products or consumer goods (and whether or not constituting a fixture) and any
and all present and future instruments, money, documents, chattel paper,
accounts, contract rights, and general intangibles), together, in each case,
with all proceeds and products thereof.  Pledgee acknowledges and
agrees that the security interest granted hereby is and shall be subordinate in
every respect to the security interest(s) of KeyBank National Association
("KeyBank") in and to the Collateral under those certain Commercial Security
Agreements dated June 7, 2007 and September 28, 2007.

       

      3.           Rights
to Collateral. During the term of this pledge, and for so long as the
Pledgor is not in default in the performance of any of the terms of this
Agreement or in the payment of the Note, the Pledgor shall have the right to
possess, use, hypothecate, transfer and otherwise dispose of the Collateral in
the ordinary course of business. Pledgor will not sell or otherwise dispose of
the Collateral or any interest therein, outside the ordinary course of business,
without the prior written consent of Pledgee except for tangible assets that are
obsolete, broken or no longer required for the operation of the Pledgor's
business in the ordinary course

       

      4.           Payment
of Note.  Upon
full payment of the Note, the Pledgee's rights pursuant to this Pledge and
Security Agreement shall immediately terminate and thereafter Pledgor shall own
all right, title, and interest in and to the Collateral free of any encumbrances
and without obtaining the consent of any other person.

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      5.             Default.  In
the event that the Pledgor defaults in the performance of any of the terms of
this Agreement or in the payment of the Note, then the Pledgee shall have all
the rights and remedies provided in the Uniform Commercial Code in force in the
State of Colorado at the date of this Agreement and any rights which may be
added by subsequent amendment, and, in this connection, the Pledgee may, upon 30
days’ written notice to the Pledgor sent by registered mail, without liability
for any diminution in price which may have occurred, and subject to the rights
of KeyBank, sell all the Collateral in such a manner and for such price as the
Pledgee may determine.  Out of the proceeds of the sale, subject to
the rights of KeyBank, the Pledgee may retain an amount equal to the principal
and interest then due on the Note, plus the amount of the expenses of the sale,
including attorney’s fees, and shall pay any balance of such proceeds to the
Pledgor.  In the event that the proceeds of any sale are insufficient
to cover the principal and interest of the Note plus expenses of the sale, the
Pledgor shall remain liable to the Pledgee for any deficiency.

       

      6.           Miscellaneous.
The rights of Pledgee shall inure to the benefit of any subsequent holder of an
interest in the Note.  This Agreement shall be governed under the laws
of the State of Colorado.

       

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

       

       

      
        	 	 PLEDGOR:  	
                 Xedar
      Corporation, a Colorado
corporation

              
	 	 	 	 
	 	 	 By:   	 /s/
      Steven M. Bragg
	 	 	      	 Steven M.
      Bragg, CFO
	 	 	 	 
	 	 	 	 
	 	 PLEDGEE:	 	 
	 	 	 By:          	 /s/ Hugh H.
      Williamson, III
	 	 	 	  Hugh H.
      Williamson, III