Exhibit
10.17


 


Private
and Confidential                                                                                                         


 


 


 


 


 


	
  



  	
   

  	
   

  
	
   

  	
  Dated 30 November, 2007

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  

  

  

  

  CXR ANDERSON
  JACOBSON S.A.S.

  (Pledgor)

  

  

  GVEC RESOURCE
  IV INC.

  (Administrative Agent)

  and

  

  

  THE LENDERS

  

  

  



  	
  

  

  

  

  (1)

  

  

  

  (2)

  

  

  

  

  (3)

  

  

  



  
	
   

  	
   

  	
   

  
	
   

  	
  GOING CONCERN PLEDGE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  



 





 

















 


	
  Contents

  
	
  Clause

  	
   

  	
   

  
	
  1

  	
   

  	
  Definitions

  
	
  2

  	
   

  	
  Pledge over the business
  as a Going Concern (Nantissement)

  
	
  3

  	
   

  	
  Designation of the
  pledged Going Concern

  
	
  4

  	
   

  	
  Registration, fees
  and expenses

  
	
  5

  	
   

  	
  Representations
  and Warranties

  
	
  6

  	
   

  	
  Undertakings of the
  Pledgor

  
	
  7

  	
   

  	
  Insurance

  
	
  8

  	
   

  	
  Duration

  
	
  9

  	
   

  	
  Enforcement of the
  Pledge

  
	
  10

  	
   

  	
  Notices

  
	
  11

  	
   

  	
  Miscellaneous

  
	
  12

  	
   

  	
  Successors and
  Assigns

  
	
  13

  	
   

  	
  Governing Law -
  Jurisdiction

  



 


 

















BETWEEN:


 


	
  (1)

  	
   

  	
  CXR
  ANDERSON JACOBSON, a
  French société par actions simplifiée
  with a share capital of EUR 1,350,000, having its registered
  office at rue de l’Ornette
  28140 Abondant, France, registered with the Registry of Commerce and
  Companies of Dreux under single identification number 785 754 706, represented by the person
  identified on the signature page hereof (hereinafter referred to as the “Pledgor”); and



  
	
  (2)

  	
   

  	
  GVEC
  RESOURCE IV INC.,
  an international business company incorporated under the laws of the British
  Virgin Islands, whose registered office is Walkers
  (BVI) Limited, Walkers Chambers, PO Box 92, Road Town, Tortola, British
  Virgin Islands, registered under number 1027282, acting in its own name and
  in its capacity as Administrative Agent under the Credit Agreement (as such
  term is defined below), represented by the person identified on the signature
  page hereof (hereinafter referred to as the “Administrative
  Agent”); and



  
	
  (3)

  	
   

  	
  Each lender under the Credit Agreement (as such term is defined below), each identified
  in Schedule 1, together with its successors, transferees and assigns,
  represented by the Administrative Agent (hereinafter referred to collectively
  as the “Lenders”).

  



 


WHEREAS:


	
  (A)

  	
   

  	
  Pursuant
  to a credit agreement governed by the laws of the State of California (United
  States of America), entitled “Credit
  Agreement” and dated [•] 2007 (such agreement, as it may
  from time to time be amended, modified or supplemented, being referred to
  hereinafter as the “Credit Agreement”)
  between, inter alia, GVEC Resource IV Inc. as the Arranger and the
  Administrative Agent, the Lenders as lenders, and Emrise Corporation and
  certain of its subsidiaries as Borrowers (the “Borrowers”), the Lenders have granted to the Borrowers a
  credit facility for a maximum principal amount of USD 23,000,000.



  
	
  (B)

  	
   

  	
  Emrise
  Corporation is the holder of 100% of the share capital of the Pledgor.



  
	
  (C)

  	
   

  	
  Pursuant
  to the Guarantee (as such term is defined below), certain of Emrise
  Corporation’s subsidiaries including the Pledgor have agreed to guarantee the
  performance of the payment obligations of the Borrowers to the Beneficiary
  under the Credit Agreement (as defined below under the term “Guaranteed Obligations”).



  
	
  (D)

  	
   

  	
  The Pledgor has agreed to grant to the
  Beneficiary as security for the payment of all amounts due and payable by it
  pursuant to the Guaranteed Obligations, in accordance with the terms and
  conditions set out in this agreement, a first ranking pledge over its going
  concern (hereinafter referred to as the “Agreement)”. The Beneficiary has,
  pursuant to article 2328-1 of the French Code
  civil (hereafter the “Civil Code”),
  appointed the Administrative Agent in order that the Administrative Agent be
  entitled to register, perform and enforce any security interest (sûreté réelle) granted by the Pledgor in
  order to secure the performance and payment of the Guaranteed Obligations.

  



 


NOW, THEREFORE, IT IS AGREED AS FOLLOWS:


1                       Definitions


1.1               Definitions


	
  In this Agreement, unless otherwise stipulated, the
  terms and expressions the first letter of which is capitalised shall have the
  meanings ascribed to such terms below or, if not so defined, shall have the
  meanings ascribed to such terms in the Credit Agreement:

  



 


[PLEASE NOTE: ORDER CORRESPONDS TO ALPHABETICAL ORDER IN ORIGINAL FRENCH
VERSION OF TEXT]


“Administrative Agent” has the meaning
ascribed to such term in the list of parties hereof;

















“Arranger” refers to GVEC Resource IV Inc., together with its successors, transferees and
assigns pursuant to the Credit Agreement;


“Schedule” means any of the schedules to the Agreement;


“Clause” means any of the clauses of the
Agreement;


“Beneficiary” means collectively the Administrative Agent,
the Arranger and the Lenders, together with their respective successors,
transferees and assigns;


“Enforcement  Event” means any failure by the Pledgor to perform any of its
obligations under the Guarantee;


“Agreement” means this agreement together with the schedules
hereto, as it or they may be expressly amended, restated or supplemented
hereinafter;


“Intellectual Property Rights” means
patents, licenses, trademarks, drawings and industrial design rights, and more
generally all intellectual property rights (with the exception of the legal
name), including software licenses, attached to the Going Concern;


“Emrise Corporation” means Emrise
Corporation, a
company incorporated under the laws of Delaware, United States of America,
having its principal executive offices at 9485 Haven Avenue, Suite 100, Rancho
Cucamonga, California, 91370, United States of America;


“Going Concern”  means the
going concern (fonds de commerce) of the Pledgor
or one or several components thereof (including, as the case may be, the
components and rights subsequently included therein), pledged in favor of the
Beneficiary, pursuant to this Agreement, as described in Clause 3 hereof entitled “Designation of the Pledged Going Concern”;


“Guarantee” means the agreement dated
[•], entered into between, inter alia, the Pledgor and certain of Emrise
Corporation’s subsidiaries, pursuant to which they have granted in favor of the
Arranger, the Administrative Agent and the Lenders a guarantee securing the payment
obligations of the Lenders pursuant to the Credit Agreement;


“Pledge” means the Going Concern pledge, created in favor of
the Beneficiary pursuant to the present Agreement;


“Guaranteed Obligations” means all present and future payment obligations, whether
in principal, interest, default interest, indemnities, costs, fees, commissions
or accessories due and payable by the Borrowers to the Beneficiary pursuant to
the Credit Agreement and which constitute the obligations of the Pledgor
pursuant to the terms of the Guarantee (it being specified that the intention
of the parties in this agreement is that such term corresponds to the term “Guaranteed
Obligations” in the Guarantee); and


“Parties” means collectively the Pledgor and the Beneficiary.


1.2       Unless otherwise stipulated,
in this Agreement:


	
  1.2.1

  	
   

  	
  the titles of Clauses and Schedules are for ease of reference only and
  shall not affect the interpretation or construction thereof;



  
	
  1.2.2

  	
   

  	
  terms defined in Clause 1.1  may be used in the singular or the plural
  sense as required by the context thereof;



  
	
  1.2.3

  	
   

  	
  references to a person shall be construed as
  including such person’s successors, transferees and assigns and to any other
  person succeeding to the rights and obligations of such person in any manner
  whatsoever;



  
	
  1.2.4

  	
   

  	
  references to an agreement or any other document shall include any
  schedules thereto and any modifications or amendments thereof;

  



 


2

















 


	
  1.2.5

  	
   

  	
  references to an obligation shall include any
  accessories attached thereto; and

  
	
  1.2.6

  	
   

  	
  References to time of day are to Paris time.

  



 


2                       Pledge over the business as a Going Concern (Nantissement)


In
order to secure the performance and the payment of the Guaranteed Obligations,
the Pledgor hereby pledges the Going Concern in favor of the Beneficiary,
pursuant to the provisions of articles L.142-1 et seq. of the Code de commerce (the “Commercial Code”) and with regulatory
provisions of the Commercial Code relating to such articles and the Pledgor
hereby agrees, to the extent necessary, that such pledge be registered with the
Commercial court of Dreux.  Upon
completion of the formalities as contemplated in Clause 4.1, the Pledge will constitute a
first ranking security interest over the Going Concern in favor of the
Beneficiary.


3                       Designation of the pledged Going Concern


3.1               The Pledgor hereby pledges its
Going Concern which consists, in France as well as abroad, directly or
indirectly, for its own account of for the account of third parties, in:


	
  (a)

  	
   

  	
  the importation, the exportation, the purchase, the
  sale, the lease, the installation, the maintenance and the repair of any
  goods, devices or equipments in the engineering and computer domain and
  related domains, as well as the marketing of related supplies;



  
	
  (b)

  	
   

  	
  and, more generally, any and all commercial,
  industrial or finance transactions, relating to movable or real-estate
  property, which can be linked, directly or indirectly, with its corporate
  purpose, or with any similar or ancillary purposes, or which are likely to
  facilitate the operation or the development of the Pledgor’s business as well
  as its participation, by every possible means, in any firm or company,
  created or to be created, which can be linked with its corporate purpose, in
  particular by the creation of new companies, contribution (apport), merger, general partnership (commandite), subscription, purchase of
  shares or shareholder interests, alliance, undisclosed partnership (société en participation) or economic
  interest group (groupement d’intérêt
  économique).

  



 


3.2               The said Going Concern so
pledged includes all elements which may be legally included therein pursuant to
article L. 142-2 of the Commercial Code, and in particular:


	
  (a)

  	
   

  	
  the logo, the clients and goodwill in respect
  therewith;



  
	
  (b)

  	
   

  	
  commercial and industrial furniture, material and
  equipment used in the operation thereof;



  
	
  (c)

  	
   

  	
  the commercial names, the patents and licenses, the
  trade marks and trade names, including the Intellectual Property Rights, the
  models and designs and more generally any intangible element and industrial,
  intellectual, literary and artistic rights attached to the Going Concern,
  including the software and any rights granted to the Pledgor pursuant to
  software licenses and agreements and maintenance agreements and which relate
  to its activity;



  
	
  (d)

  	
   

  	
  lessee rights to leased real estate (droit au bail), as
  the case may be, relating to the premises in which the Going Concern is
  operated;



  
	
  (e)

  	
   

  	
  software and maintenance agreements relating to the
  activity of the Pledgor; and



  
	
  (f)

  	
   

  	
  all the elements which may subsequently be created
  and which are to be included in the scope of the Pledge pursuant to Clause
  6.4 of the present Agreement.

  



 


3.3               In addition, the scope of the
Pledge over the Going Concern shall automatically extend, to the extent
permitted by law, to the following elements:


 


3

















	
  (a)

  	
   

  	
  furniture, material and equipment which may be
  created or acquired by the Pledgor, including additional furniture, material
  and equipment that shall replace, improve or perfect the existing furniture,
  material and equipment of the Going Concern pledged;



  
	
  (b)

  	
   

  	
  as the case may be, any insurance or eviction
  indemnities and expropriation or any other compensation which would be paid
  to the Pledgor in connection with any of the elements of the Going Concern;



  
	
  (c)

  	
   

  	
  as the case may be, any leasing rights including any
  renewal or extension of such leasing rights with respect to the premises in
  which the Going Concern is operated or with respect to any branch or
  secondary establishment of the Pledgor whether existing, created or to be
  acquired subsequently by the Pledgor;



  
	
  (d)

  	
   

  	
  as the case may be, commercial names, trade marks
  and trade names, copyrights, logos, industrial designs and models and, more
  generally, any intangible assets and rights relating to industrial and
  intellectual rights which may be created, acquired by the Pledgor, as well as
  all licenses or sub-licences, relating to any of these intangible assets;



  
	
  (e)

  	
   

  	
  as the case may be, French or foreign patents or any
  manufacturing process or know-how which may be created or acquired by the
  Pledgor, including all licenses or sub-licenses relating thereto; and



  
	
  (f)

  	
   

  	
  as the case may be, all the elements mentioned above
  which may be held (in its capacity whatsoever) by any secondary establishment
  of the Pledgor which has been subsequently created.

  



 


4                       Registration, fees and expenses


4.1             Tax
registration and registration at commercial court


	
  4.1.1

  	
   

  	
  This Agreement will be registered by the
  Administrative Agent with the relevant tax authorities. In addition, the
  Pledge of Going Concern will be registered by the Administrative Agent with
  the clerk’s office of the Commercial court of Dreux within fifteen (15) days
  from the date hereof.



  
	
  4.1.2

  	
   

  	
  In this respect, all powers are vested in the bearer
  of an original copy of this Agreement.

  



 


4.2             Fees and
expenses of registration, recording and release


All
taxes, imposts, duties or penalties, present or future, of any manner
whatsoever, and any reasonable costs incurred by the Administrative Agent in
connection with this Agreement, including any reasonable fees and expenses of
counsel, relating to the negotiation, preparation execution and registration of
the present Agreement and to the performance thereof or consequent thereupon,
in particular the costs relating to the formalities described in this Clause,
shall be borne by the Pledgor, who undertakes to pay such amounts on first
demand to the Administrative Agent upon presentation of supporting evidence of
such costs.


5                      Representations and Warranties


5.1               In addition to the representations and warranties
of the Pledgor set forth in the Guarantee, the Pledgor hereby represents and warrants to the
Beneficiary that:


	
  5.1.1

  	
   

  	
  it is a duly incorporated, registered and validly
  existing company in accordance with the laws and regulations governing it,
  that it has the power to own its property and other assets and to conduct its
  business as it is now being conducted and hereafter proposed to be conducted;
  that the execution and performance hereof have been duly authorized by the
  relevant corporate bodies;

  



 


4

















	
  5.1.2

  	
   

  	
  it has full power and authority to execute this
  Agreement and perform its obligations hereunder and all necessary corporate,
  shareholder and other action has been taken to authorize the execution and
  performance of the same and such authorizations remain in force;



  
	
  5.1.3

  	
   

  	
  that the execution and performance hereof does not
  contravene with any provisions of its articles of association (statuts) nor with any resolution of its
  corporate bodies;



  
	
  5.1.4

  	
   

  	
  that the execution and performance hereof does not
  contravene with any provision of any agreement or undertaking which it is a
  party to or which is binding on it, does not breach any applicable law or
  regulation;



  
	
  5.1.5

  	
   

  	
  that, apart from those referred to in this
  Agreement, the execution and performance hereof does not require any
  authorization, opinion, license, registration or approbation from any third
  authorities, will be required, and that any governmental or administrative
  authorizations required to be obtained or receive by it in order to execute
  and perform its obligations under this Agreement and to ensure the validity
  and enforceability thereof have been obtained and are in force;



  
	
  5.1.6

  	
   

  	
  that this Agreement will constitute from its
  execution and will remain thereafter, a legal, valid and binding undertaking
  under the terms hereof;



  
	
  5.1.7

  	
   

  	
  that there is no pending action nor that it is not aware of any claim
  to be brought, to the effect of preventing or forbid the execution or
  performance hereof or which could have a significant impact on its activity,
  its assets or its financial and economic situation;



  
	
  5.1.8

  	
   

  	
  it is fully aware of the terms of the documentation, from which
  the Guaranteed Obligations arise, and acknowledges to have received a copy
  of each document of which it has neither signed or received, in particular
  the Credit Agreement and the Loan Documents (as such term is defined in the
  Credit Agreement);



  
	
  5.1.9

  	
   

  	
  that no authorization from any third party will be required in the
  event of the sale of the Going Concern, following the enforcement of the
  Pledge;



  
	
  5.1.10

  	
   

  	
  that it is the owner of the Going Concern, as
  evidenced by extracts from its registration certificate at the 

  Registry of Commerce and Companies of Dreux;



  
	
  5.1.11

  	
   

  	
  that it has given to the Beneficiary all information
  requested by the Beneficiary concerning all of the elements pledged or due to
  be pledged hereunder;



  
	
  5.1.12

  	
   

  	
  that it does not at the date hereof, own any
  business, except for the Going Concern which is the subject of this Pledge,
  and that it is, whether or not pursuant to licensing agreements, effectively
  and validly authorized to use the assets and rights included within the scope
  of the Pledge;



  
	
  5.1.13

  	
   

  	
  that at the date hereof, it is not the owner of any
  Intellectual Property Right;



  
	
  5.1.14

  	
   

  	
  that at the date hereof, it is not the holder in any
  capacity whatsoever (and in particular, as a licensee) of any Intellectual
  Property Right, other than the rights included in the scope of the present
  Pledge;



  
	
  5.1.15

  	
   

  	
  that it has legal and valid title to occupation of
  the premises in which the Going Concern is operated;



  
	
  5.1.16

  	
   

  	
  that no license or sub-license concerning any
  Intellectual Property Right or trade name, has been granted at the date
  hereof by the Pledgor to any third parties; and



  
	
  5.1.17

  	
   

  	
  that none of the components of the Going Concern owned by the Pledgor are pledged nor are they
  required to be pledged in favor of third party banks pursuant to articles
  L525-1 and following of the Commercial Code.



  



 


5

















5.2               The representations and
warranties set out in Clause 5.1 shall remain in force following the signature
of the Agreement and shall be deemed to be repeated by the Pledgor so that they
remain accurate on each date on which the representations and warranties set
out in the Credit Agreement are repeated.


6                       Undertakings of the Pledgor


The Pledgor hereby undertakes as follows:


6.1             Preservation
of the Going Concern


The Pledgor shall ensure the conservation and preservation of the Going
Concern, it shall maintain (subject to the fair wear and tear) the components
of the Going Concern in a normal state of operation and in activity, it shall
refrain from taking any action which may significantly decrease the value of
the Going Concern (with the exception of actions taken in the normal course of
business), and shall promptly notify the Administrative Agent of any events or
circumstances which are likely to materially and adversely affect (i) the  capacity of the Pledgor to use the Going
Concern, or (ii) the exercise by the Pledgor of its rights and remedies with
respect to the Going Concern whether immediately or in the future.


6.2             Notification
of contemplated pledge


The
Pledgor undertakes to notify the Administrative Agent of any information of
which it is aware and according to which any third party is considering or is
about to take or to be granted a security or privilege over any of the elements
included in the scope of the Pledge over the Going Concern or to be so included
pursuant to this Clause.


6.3             Requirement
of Written Agreement of the Administrative Agent


The
Pledgor shall be required to obtain the express written consent of the
Administrative Agent, acting in the name and on behalf of the Beneficiary,
prior to the completion of any action, the signature of any contract or
agreement, or the making of any undertaking which would result in a significant
decrease in the value of the Going Concern. 
In particular, the Pledgor shall not, without the express prior written
agreement of the Administrative Agent:


	
  6.3.1

  	
   

  	
  modify or permit the modification of the legal
  structure of the company operating the Going Concern;



  
	
  6.3.2

  	
   

  	
  transfer in any manner whatsoever the Going Concern
  or any of the components thereof except for normal business transactions or
  replacement;



  
	
  6.3.3

  	
   

  	
  undertake any transaction which does not clearly
  fall within its corporate purpose or within the normal sphere of its
  operations; or



  
	
  6.3.4

  	
   

  	
  subject or permit the Going Concern to be subjected
  to any charge over the Going Concern, even if ranking behind the Pledge.

  



 


6.4             New going
concern


In
the event that, in the future, the Pledgor becomes the owner of new going
concerns (whether by acquisition, creation, contribution or any other means)
prior to the full payment of the Guaranteed Obligations, it shall immediately
so inform the Administrative Agent.  The
Pledgor further undertakes to grant a pledge in favor of the Administrative
Agent, acting in the name and on behalf of the Beneficiary, as security for the
Guaranteed Obligations, on any such new going concern.


6.5             Renewal
of registration and recording - New recordings


	
  6.5.1

  	
   

  	
  The Pledgor hereby authorizes the Administrative
  Agent, acting in the name and on behalf of the Beneficiary, to renew the
  present Pledge (including any amendments thereto), at the

  



 


6

















	
   

  	
   

  	
  Pledgor’s expenses, for a further period of legal
  protection, which shall be the maximum period under the law, upon expiration
  of each period corresponding to the legal period of validity of the Pledge as
  long as any amounts remain due and payable in respect of the Guaranteed
  Obligations.



  
	
  6.5.2

  	
   

  	
  With respect to new intellectual and/or industrial
  property rights created or acquired by the Pledgor after the date hereof
  which are automatically included in the scope of the Pledge pursuant to
  Clause 3 (including all of the trademarks, logos, intellectual rights,
  industrial designs and models, French or foreign patents as well as
  procedures or know-how and more generally, all industrial, literary or
  artistic rights as well as commercial names and any licenses or sub-licenses
  relating to any of such intangible elements granted by the Pledgor to a third
  party, including software, any new rights of the Pledgor under software
  licenses, maintenance agreements and contracts for access to source codes,
  which are or which will be associated with its activity, with the exception
  of such elements as are the property of the Lessee) the Pledgor hereby
  authorizes the Administrative Agent, acting in the name and on behalf of the
  Beneficiary, to immediately register, at the Pledgor’s expenses, with the Institut National de la Propriété Industrielle the pledge
  over such new rights acquired by the Pledgor.

  



 


6.6             Further
covenants


	
  6.6.1

  	
   

  	
  The Pledgor hereby covenants that it will, at its
  own expenses, perform all acts and execute all documents and instruments
  which may be reasonably requested by the Administrative Agent at any time, in
  order to evidence, perfect, maintain or enforce the Pledge created in favor
  of the Beneficiary or, more generally, as a result of the provisions of this
  Agreement.



  
	
  6.6.2

  	
   

  	
  In addition, the Pledgor expressly undertakes to
  inform the Administrative Agent of the creation or acquisition of any
  secondary establishment or branch in which the Pledgor operates part or all
  of its Going Concern or any new going concern, within five (5) Business Days
  of the registration of such secondary establishment or branch with the
  relevant Registry of Commerce and Companies, in order to enable the
  Administrative Agent to make any new or additional registration which may be
  necessary to the creation, extension or conservation of the Pledge, in the
  conditions set out in this Agreement.

  



 


7                       Insurance


The
Pledgor undertakes as from the date hereof to adequately insure or cause to be
insured and maintain insured for so long as this Agreement remains in force,
the materials, furniture, tools and fixtures and fittings and other insurable
property of the Going Concern, against all types of risks usually insured by
commercial companies carrying on the same type of business as the Pledgor, and
in particular, without such list being exhaustive, risks of fire, explosion,
lightning, water damage, loss, destruction, riots, social unrest, acts of
terrorism and theft.  Such insurance must
be taken out by the Pledgor with one or more reputable company(ies) or must be
approved by the Administrative Agent. 
The Pledgor undertakes to renew or cause to be renewed such insurance
upon each renewal date until payment in full of the Guaranteed Obligations and
termination of all commitments under the Credit Agreement and to provide
evidence of such insurance policies to the Administrative Agent at any time
upon the latter’s request.  The Pledgor
acknowledges that, in the event of enforcement of the Pledge, the proceeds of
any insurance policy which would be allocated to the Pledgor in case of damage
shall be paid to the Administrative Agent for the account of the Beneficiary up
to the amount of such proceeds (and for a maximum amount equal to the
Guaranteed Obligations), pursuant to article L.121-13 of the Insurance
Code.  In this respect, the Administrative
Agent, acting in the name and on behalf of the Beneficiary will notify the
relevant insurance companies.  It is
agreed however, that any amounts received by the Administrative Agent on behalf
of the Beneficiary pursuant to this paragraph shall automatically be applied to
reduce the amount owed under the Guaranteed Obligations.


 


7

















8                       Duration


	
  8.1

  	
   

  	
  The representations, warranties and covenants set
  out above shall bind the Pledgor and this Agreement shall remain in force for
  so long as any amount remains due and payable in respect of the Guaranteed
  Obligations.



  
	
  8.2

  	
   

  	
  Consequently, the Administrative Agent, acting in
  the name and on behalf of the Beneficiary, undertakes to release the present
  Pledge over the Going Concern, at the Pledgor’s expense when, (i) all
  Guaranteed Obligations are fully and irrevocably satisfied and (ii) no loan
  or credit facility is available for the Borrowers under the Credit Agreement.

  



 


9                       Enforcement of the Pledge


If the Pledgor does not comply with its obligations under the Guaranteed
Obligations (hereinafter an “Enforcement
Event”), the Administrative Agent,
acting in the name and on behalf of the Beneficiary, may:


	
  9.1

  	
   

  	
  with respect to the Pledge created hereunder,
  immediately exercise all rights and privileges and take any action granted by
  law to a secured creditor, and in particular, enforce the pledge pursuant to
  articles L141-5 et seq. and article L521-3 of the Commercial Code (or any
  other legal provision then applicable); and



  
	
  9.2

  	
   

  	
  with respect to any contracts and licenses included
  in the scope of the Pledge over the Going Concern hereunder and for which the
  consent of the co-contractor or grantor of a license is required in order to
  effect a transfer thereof, request (without it being necessary to obtain the
  Pledgor’s consent for this purpose) the consent of any such co-contractor or
  grantor of a license in order to allow the transfer of the relevant licenses
  and agreements to any transferee or proposed transferee of the Going Concern
  upon enforcement of the Pledge.

   

  



IT
BEING SPECIFIED THAT, IN ANY EVENT, the Pledgor hereby undertakes to take all
reasonable actions promptly after the enforcement of the Pledge, in order to
obtain the consent of such co-contractor or grantor of license in respect of
the transfer referred to above; provided that the Pledgor shall not be held
liable in the event where any co-contractor or grantor would refuse to consent
to the above-mentioned transfer; and


IT
BEING ALSO SPECIFIED THAT the Pledgor undertakes to take all reasonable actions
to include, in any agreements and licenses relating to future or additional
rights, provisions that allow the transfer of such agreements or licenses in
case of enforcement of the Pledge, provided that the Pledgor shall not be held
liable in the event that any co-contractor or grantor refuses to consent to the
above-mentioned transfer.


10                Notices


Any
notices and communications made under this Agreement shall be made in
accordance with clause 5.15 of the Guaranty.


11                Miscellaneous


	
  11.1

  	
   

  	
  This Agreement does not affect and shall not affect
  in any way the nature and the scope of any undertaking or any guarantee that
  may have been given or granted by the Pledgor or by any third party, and
  comes in addition to them.



  
	
  11.2

  	
   

  	
  This Agreement is irrevocable and shall remain in
  force notwithstanding:

   

  



 


	
  11.2.1

  	
   

  	
  any renewal, extension or prorogation of the Credit
  Agreement and/or the Guarantee giving rise to the Guaranteed Obligations;



  
	
  11.2.2

  	
   

  	
  any novation or amendment of the Credit Agreement
  an/or the Guarantee giving rise to the Guaranteed Obligations; and

  



 


8

















	
  11.2.3

  	
   

  	
  in the event that any provision of the Credit
  Agreement and/or of the Guarantee giving rise to the Guaranteed Obligations
  and/or of any other security or of any other document referred to in the
  Credit Agreement or referring to the Credit Agreement or its schedules, in
  particular in guarantee of any restitution obligation of the Pledgor.

  



 


	
  11.3

  	
   

  	
  This Pledge shall not be extinguished or released,
  either in full or in part, as a result of any partial payment to the
  Beneficiary of the Guaranteed Obligations.



  
	
  11.4

  	
   

  	
  The rights of the Beneficiary pursuant to this
  Agreement or to any document issued pursuant to this Agreement, and any
  right, remedy or other security granted by the Pledgor in favor of the
  Beneficiary or provided by law, may be exercised as often as necessary and
  are cumulative. The Beneficiary may exercise its rights under this Agreement
  regardless of whether or not its other rights, remedies or securities with
  respect to the Guaranteed Obligations have been exercised.



  
	
  11.5

  	
   

  	
  Subject to applicable limitation periods, the
  failure by the Beneficiary and/or the Administrative Agent, acting in the
  name and on behalf of the Beneficiary, to exercise any right or action
  hereunder or any delay in exercising such rights or actions shall not
  constitute a waiver thereof, nor shall any single or partial exercise of any
  such right preclude any other or further exercise of the same, or the
  exercise of any other right. No waiver shall be binding unless effected by
  written instrument signed by all of the Parties and referring expressly to
  this Agreement. The Beneficiary shall have no liability towards the Pledgor
  with respect to the late exercise or the non-exercise of their rights under
  this Agreement.



  
	
  11.6

  	
   

  	
  In the event that any provision of this Agreement
  shall be deemed to be null and void or not binding due to the effect of any
  law or due to the interpretation of such provision, the invalidity of such
  provision shall not affect the validity of any other provision of this
  Agreement. In such a case, the Parties shall negotiate in good faith to
  replace the relevant provision by a new provision which shall be valid, binding,
  enforceable and compliant with the original intention of the Parties.

  



 


12                Successors and Assigns


	
  12.1

  	
   

  	
  All the rights and liabilities of the Beneficiary
  under this Agreement will benefit to its successors, transferees and assigns,
  as well as to any of their own successors, transferees and assigns, and to
  their own successors and assigns and all the terms, conditions, promises,
  representations and warranties hereunder will be binding on the Pledgor and
  on its successors and assigns



  
	
  12.2

  	
   

  	
  The Pledgor acknowledges that the Beneficiary is
  entitled, pursuant to the provisions of the Credit Agreement, to assign all
  or part of its rights under the Credit Agreement, and agrees that the
  provisions of this Agreement will run to the benefit of any assignee of the
  Beneficiary.



  
	
  12.3

  	
   

  	
  The Pledgor shall not be entitled to assign or
  transfer in whole or in part its rights or obligations under this Agreement.



  
	
  12.4

  	
   

  	
  The security under this Agreement shall not be
  affected by any amendment, addition or assignment of the Credit Agreement
  and/or the Guarantee. The Pledgor undertakes to execute any necessary
  documents allowing any assignee, transferee or successor of the Beneficiary
  to benefit from the rights under this Agreement.



  
	
  12.5

  	
   

  	
  In the event that the Administrative Agent is
  replaced in accordance with the terms of clause 15.9 of the Credit Agreement,
  this Agreement and the related Pledge shall inure to the benefit of the new
  Administrative Agent without this constituting a novation. The Pledgor
  undertakes, at the request of the Administrative Agent, to take any measure
  and sign any document in order to ascertain the rights of the new
  Administrative Agent.

  



 


13                Governing Law - Jurisdiction


	
  13.1

  	
   

  	
  This Agreement is governed by French law as to its validity, construction
  and enforcement.

  



 


9

















	
  13.2

  	
   

  	
  Any dispute arising out of this Agreement shall be
  submitted to the Commercial court of Paris or the competent courts of the
  State of California, as the case may be, without prejudice to the right of
  the Beneficiary to commence proceedings before any other jurisdiction

  



 


The signature of the
Parties is on the last page hereof.


 


 


10

















 


Schedule 1

The Lenders


GVEC Resource IV Inc.


Walkers (BVI) Limited


Walkers Chambers


PO Box 92


Road Town


Tortola, British Virgin Islands


 


11

















 


SIGNATURE PAGE


 


Signed in [the State of California (United States of America)],
on November 30, in [four] ([4]) original copies


 


 




	
  CXR ANDERSON JACOBSON SAS

  	
   

  	
   

  
	
  Pledgor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Represented by:

  	
   Carmine Thomas Oliva

  	
   

  	
  )  /s/ Carmine Thomas Oliva

  
	
  As:

  	
   President

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GVEC
  RESOURCE IV INC.

  	
   

  	
   

  
	
  Administrative
  Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Represented by:

  	
   Robert J. Anderson

  	
   

  	
  )  /s/ Robert J. Anderson

  
	
  As:

  	
   Authorized Signatory

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Represented by:

  	
   Peter Paul Mendel

  	
   

  	
  )  /s/ Peter Paul Mendel

  
	
  As:

  	
   Authorized Signatory

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE
  LENDERS

  	
   

  	
   

  
	
  Represented by the Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Represented by:

  	
   Robert J. Anderson

  	
   

  	
  )  /s/ Robert J. Anderson

  
	
  As:

  	
   Authorized Signatory

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Represented by:

  	
   Peter Paul Mendel

  	
   

  	
  )  /s/ Peter Paul Mendel

  
	
  As:

  	
   Authorized Signatory

  	
   

  	
  )

  
	
   

  	
   

  	
   

  






 


12