Unassociated Document


    Exhibit
      10.1

     

    PLEDGE
      AGREEMENT

     

    This
      PLEDGE AGREEMENT, dated as of September __, 2007 (as amended, restated, amended
      and restated, supplemented or otherwise modified from time to time, this
“Agreement”),
      is
      made by each of the undersigned pledgors (collectively, the “Pledgors”)
      in
      favor of ROYNAT
      BUSINESS CAPITAL INC.,
      a
      Delaware corporation (“Lender”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      pursuant to a Secured Promissory Note, dated as of the date hereof (as amended,
      restated, amended and restated, supplemented or otherwise modified from time
      to
      time, the “Note”),
      by
      and between AZ
      LIMOS LLC,
      an
      Arizona limited liability company (the “Borrower”),
      and
      the Lender and the other Loan Documents referred to therein, the Lender has
      agreed to provide a loan to the Borrower in the aggregate amount of up to
      $2,000,000; 

     

    WHEREAS,
      as a
      condition precedent to the making of the advances under the Note, the Pledgors
      are required to execute and deliver this Agreement, pledging all the issued
      and
      outstanding equity interests in the Borrower to Lender as set forth herein;
      and


     

    WHEREAS,
      Pledgor
      has duly authorized the execution, delivery and performance of this Agreement;
      

     

    NOW
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and in order to induce the Lender to make Loans to the Borrower
      pursuant to the Note, each Pledgor agrees, for the benefit of the Lender, as
      follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    1.1  Definitions.
      Unless
      otherwise defined herein or the context otherwise requires, terms used in this
      Agreement, including its preamble and recitals, have the meanings provided
      in
      the Note. 

     

    1.2  UCC
      Definitions.
      Unless
      otherwise defined herein or the context otherwise requires, terms for which
      meanings are provided in the UCC are used in this Agreement, including its
      preamble and recitals, with such meanings.  

     

    ARTICLE
      II

    PLEDGE

     

    2.1  Grant
      of Security Interest.
      Each
      Pledgor hereby pledges, assigns, charges, mortgages, delivers, and transfers
      to
      the Lender, and hereby grants to the Lender, a continuing security interest
      in
      all of its right, title and interest in and to the following property of such
      Pledgor, whether now or hereafter existing or acquired (collectively, the
“Collateral”):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      (a)  all
        membership and any other equity or ownership interests (“Membership
        Interests”)
        in and
        to Borrower now owned, and all additional Membership Interests in and to
        Borrower from time to time created or otherwise acquired, by such Pledgor,
        including, (i) Borrower’s limited liability company agreement dated on or about
        the date hereof (the “Operating
        Agreement”),
        (ii)
        all claims of such Pledgor for damages arising out of or for breach of or
        default under such Operating Agreement, (iii) the right of such Pledgor to
        terminate such Operating Agreement, to perform and exercise consensual or
        voting
        rights thereunder, and to compel performance and otherwise exercise all remedies
        thereunder, and (iv) all certificates or instruments, if any, evidencing
        such
        Membership Interests (such Membership Interests being referred to herein
        as the
“Pledged
        Membership Interests”);
        

    

     

    (b)  all
      distributions, principal, interest and other payments and rights with respect
      to
      any of the items listed in clause (a)
      above;
      and 

     

    (c)  all
      Proceeds of any and all of the foregoing Collateral.

     

    2.2  Security
      for Secured Obligations.
      The
      Collateral of Pledgors under this Agreement secures the prompt payment in full
      of all obligations of the Borrower under the Loan Documents (the “Secured
      Obligations”).

     

    2.3  Delivery
      of Collateral. All
      certificates or instruments representing or evidencing any Collateral, including
      all Pledged Membership Interests, shall be delivered to and held by or on behalf
      of the Lender pursuant hereto, shall be in suitable form for transfer by
      delivery, and shall be accompanied by all necessary instruments of transfer
      or
      assignment, duly executed in blank.

     

    2.4  Dividends
      on Pledged Membership Interests.
      In the
      event that any distribution is permitted under the Note to be paid on any
      Pledged Membership Interest at a time when no Event of Default (as hereinafter
      defined) has occurred and is continuing, such distribution may be paid directly
      to Pledgors. If any Event of Default has occurred and is continuing, then any
      such distribution shall be paid directly to the Lender.

     

    2.5  Continuing
      Security Interest; Transfer of Credit Extensions.
      This
      Agreement shall create a continuing security interest in the Collateral and
      shall (a) remain in full force and effect until all the Secured Obligations
      are
      paid in full in cash and the Note is terminated in accordance with its terms
      (the “Termination
      Date”),
      (b)
      be binding upon each Pledgor and its successors, transferees and assigns, and
      (c) inure, together with the rights and remedies of the Lender hereunder, to
      the
      benefit of the Lender. 

     

    2.6  Security
      Interest Absolute.
      All
      rights of the Lender and the security interests granted to the Lender hereunder,
      and all obligations of Pledgors hereunder, shall be, absolute and unconditional,
      irrespective of any of the following conditions, occurrences or
      events:

     

    
      
        
        

      

      
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      (a)  any
        lack
        of validity or enforceability of any Loan Document;

    

     

    (b)  the
      failure of Lender to assert any claim or demand or to enforce any right or
      remedy against the Borrower, any Pledgor or any other Person under the
      provisions of any Loan Document, or otherwise or to exercise any right or remedy
      against any other guarantor of, or collateral securing, any Secured
      Obligation;

     

    (c)  any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Secured Obligations or any other extension, compromise or renewal
      of any Secured Obligation, including any increase in the Secured Obligations
      resulting from the extension of additional credit to any Pledgor or the
      Borrower;

     

    (d)  any
      reduction, limitation, impairment or termination of the Secured Obligations
      for
      any reason, including any claim of waiver, release, surrender, alteration or
      compromise, and shall not be subject to (and each Pledgor hereby waives any
      right to or claim of) any defense or setoff, counterclaim, recoupment or
      termination whatsoever by reason of the invalidity, illegality, non-genuineness,
      irregularity, compromise, unenforceability of, or any other event or occurrence
      affecting, any Secured Obligation or otherwise;

     

    (e)  any
      amendment to, rescission, waiver, or other modification of, or any consent
      to
      departure from, any of the terms of any Loan Document;

     

    (f)  any
      addition, exchange, release, surrender or non-perfection of any collateral,
      or
      any amendment to or waiver or release of or addition to or consent to departure
      from any guaranty, for any of the Secured Obligations; or

     

    (g)  any
      other
      circumstances which might otherwise constitute a defense available to, or a
      legal or equitable discharge of, any Pledgor, the Borrower or
      otherwise.

     

    2.7  Pledgors
      Remain Liable.
      Anything herein to the contrary notwithstanding (a) the exercise by the Lender
      of any of its rights hereunder shall not release Pledgors from any of their
      respective duties or obligations under any contracts or agreements included
      in
      the Collateral and (b) the Lender shall not have any obligation or liability
      under any such contracts or agreements included in the Collateral by reason
      of
      this Agreement, nor shall the Lender be obligated to perform any of the
      obligations or duties of any Pledgor or to take any action to collect or enforce
      any claim for payment assigned hereunder. 

     

    2.8  Release;
      Termination. Upon
      the
      Termination Date, the pledge, assignment and security interest granted hereby
      shall terminate and all rights to the Collateral shall revert to the applicable
      Pledgor. Upon any such termination, the Lender will, at each Pledgor’s expense
      (as to any out-of-pocket expenses of Lender) and without any representations,
      warranties or recourse of any kind whatsoever, execute and deliver to such
      Pledgor such documents as such Pledgor shall reasonably request to evidence
      such
      termination and deliver to such Pledgor all certificates and instruments
      representing or evidencing the Collateral pledged by such Pledgor and then
      held
      by the Lender.

     

    
      
        
        

      

      
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    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

     

    Each
      Pledgor represents and warrants to Lender, as at the date hereof as
      follows:

     

    3.1  Ownership;
      No Liens, etc.
      (a) Schedule
      I
      hereto
      completely and accurately identifies as of the date hereof all of the Membership
      Interests of such Pledgor in and to the Borrower; 

     

    (b)  Pledgor
      is the legal and beneficial owner of, and has good and marketable title to
      (and
      has full right and authority to pledge and assign) such Collateral, free and
      clear of all liens and other encumbrances, except for (i) the security interest
      granted pursuant hereto in favor of the Lender, (ii) each Pledgor’s obligations
      under the Operating Agreement and (iii) each Pledgor’s obligations set forth in
Schedule
      I
      hereto
      (collectively, “Permitted
      Liens”);

     

    (c)  The
      Membership Interests are uncertificated.

     

    3.2  Valid
      Security Interest.
      The
      execution and delivery of this Agreement and the delivery of all certificated
      Pledged Membership Interests to the Lender are effective to create a valid,
      perfected, first priority security interest in such Collateral and all Proceeds
      thereof, subject to no Liens other than Permitted Liens, securing the payment
      of
      the Secured Obligations. No filing or other action will be necessary to perfect
      or protect such security interest, except with respect to the Pledged Membership
      Interests.

     

    3.3  As
      to Pledged Membership Interests.
      (a)
      All of
      the Pledged Membership Interests are duly authorized and validly issued, fully
      paid, and non-assessable, constitute 100% of all Membership Interests in and
      to
      the Borrower and represent all of the issued and outstanding Membership
      Interests held by Pledgors in and to the Borrower.

     

    (b)  The
      Operating Agreement, true and complete copies of which has been furnished to
      the
      Lender, has been duly authorized, executed, and delivered by Pledgors, has
      not
      been amended or otherwise modified, is in full force and effect, and is binding
      upon and enforceable against Pledgors in accordance with its terms. There exists
      no default under the Operating Agreement by Pledgors.

     

    (c)  Each
      Pledgor had and has the power and legal capacity to execute and carry out the
      provisions of the Operating Agreement to the extent such provisions apply to
      such Pledgor. Each Pledgor has substantially performed all of its obligations
      to
      date under the Operating Agreement, and has not received notice of the failure
      of any other party thereto to perform its obligations thereunder.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    3.4  Authorization,
      Approval, etc.
      Except
      for authorizations or approvals that have been obtained as of the date hereof,
      no authorization, approval, or other action by, and no notice to or filing
      with,
      any Governmental Authority or any other Person is required either:

     

    (a)  for
      the
      pledge by each Pledgor of the Collateral pursuant to this Agreement or for
      the
      execution, delivery, and performance of this Agreement by such Pledgor; or
      

     

    (b)  for
      the
      exercise by the Lender of the voting or other rights provided for in this
      Agreement or the remedies in respect of the Collateral pursuant to this
      Agreement, except as may be required in connection with a disposition of such
      Pledged Membership Interests by laws affecting the offering and sale of
      securities generally.

     

    ARTICLE
      IV

    COVENANTS

     

    Each
      Pledgor covenants and agrees that, until the Termination Date, Pledgor will
      perform the obligations set forth in this Article
      IV.

     

    4.1  Protect
      Collateral; Further Assurances, etc.
      (a)
      No
      Pledgor will create or suffer to exist any lien or other encumbrance on the
      Pledged Membership Interests except Permitted Liens. Each Pledgor will warrant
      and defend the right and title herein granted unto the Lender in and to the
      Collateral (and all right, title, and interest represented by the Collateral)
      against the claims and demands of all Persons whomsoever. 

     

    (b)  Each
      Pledgor agrees that at any time, and from time to time, at the expense of such
      Pledgor, it will promptly execute and deliver all further instruments, and
      take
      all further action, that may be necessary, or that the Lender may reasonably
      request, in order to perfect and protect any security interest granted or
      purported to be granted hereby or to enable the Lender to exercise and enforce
      its rights and remedies hereunder with respect to any Collateral. 

     

    4.2  Powers,
      Control, etc.
      (a)
      Each
      Pledgor agrees to deliver to Lender on the date hereof all of its certificated
      Pledged Membership Interests, which will be accompanied by duly executed undated
      blank powers, or other equivalent instruments of transfer acceptable to the
      Lender. 

     

    (b)  With
      respect to uncertificated Pledged Membership Interests, each Pledgor will cause
      the Borrower to deliver a written acknowledgement and agreement to the Lender
      (A) acknowledging the security interest of the Lender in such Pledged Membership
      Interests, (B) confirming that the Borrower has marked the company register
      for
      such Pledged Membership Interests or other applicable records to reflect such
      security interest of the Lender, (C) confirming to the Lender that the Borrower
      has not received notice of any lien or other encumbrance (other than Permitted
      Liens) upon any Pledged Membership Interests and that it has not agreed to
      accept instructions from any Person in respect of such Pledged Membership
      Interests and will not accept or execute any instructions to transfer ownership
      of such Pledged Membership Interests except from Lender, and (D) agreeing with
      each Pledgor for the benefit of the Lender that, upon the occurrence and
      continuation of an Event of Default, the Borrower will comply with instructions
      with respect to such Pledged Membership Interests originated by the Lender
      without further consent of any Pledgor, such acknowledgement and agreement
      to be
      in form and substance reasonably satisfactory to the Lender. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

      (c)  Each
        Pledgor will, from time to time upon the request of the Lender, promptly
        deliver
        to the Lender such powers, instruments, and similar documents, satisfactory
        in
        form and substance to the Lender, with respect to the Collateral as the Lender
        may reasonably request and will, from time to time upon the request of the
        Lender upon the occurrence of any Event of Default, promptly transfer any
        Pledged Membership Interests or other Membership Interests in the Borrower
        into
        the name of any nominee designated by the Lender.

    

     

    4.3  Continuous
      Pledge.
      Each
      Pledgor will, at all times, keep pledged to the Lender pursuant hereto all
      Collateral, all distributions with respect thereto, and other securities,
      instruments, proceeds, and rights from time to time received by or distributable
      to such Pledgor in respect of the Pledged Membership Interests.

     

    4.4  Voting
      Rights; Dividends, etc.
      Each
      Pledgor agrees if an Event of Default shall have occurred and be
      continuing:

     

    (a)  without
      any request therefor by the Lender, such Pledgor shall, promptly upon receipt
      thereof by Pledgor, deliver (properly indorsed where required hereby or
      requested by the Lender) to the Lender all distributions, interest, principal,
      other cash payments, and proceeds of the Pledged Membership Interests, all
      of
      which shall be held by the Lender as additional collateral for use in accordance
      with Section
      6.3;
      and

     

    (b)  at
      such
      times as Lender has notified Pledgors of the Lender’s intention to exercise its
      voting power under this clause:

     

    (i)  the
      Lender may exercise (to the exclusion of Pledgors) the voting power and all
      other incidental rights of ownership with respect to any Pledged Membership
      Interests and such Pledgor hereby grants the Lender an irrevocable proxy,
      exercisable under such circumstances, to vote the Pledged Membership Interests;
      and

     

    (ii)  such
      Pledgor shall promptly deliver to the Lender such additional proxies and other
      documents as may be necessary to allow the Lender to exercise such voting
      power.

     

    The
      Lender agrees that until such time as an Event of Default has occurred and
      is
      continuing and the Lender shall have given the notice referred to in
clause
      (b)
      above,
      each Pledgor shall have the exclusive voting power with respect to its Pledged
      Membership Interests; provided,
      however,
      that no
      vote shall be cast, or consent, waiver, or ratification given, or action taken
      or any action not taken by any Pledgor that would be inconsistent with or
      violate any provision of this Agreement, the Note or any other Loan
      Document.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    4.5  As
      to Operating Agreement.
      (a)
      Each
      Pledgor shall at its own expense perform and observe all the material terms
      and
      provisions of the Operating Agreement to be performed or observed by it,
      maintain the Operating Agreement in full force and effect, enforce the Operating
      Agreement in accordance with its terms, and take all such action to such end
      as
      may from time to time be reasonably be requested by the Lender; and

     

    (b)  No
      Pledgor shall:

     

    (i)  cancel
      or
      terminate the Operating Agreement or consent to or accept any cancellation
      or
      termination thereof; or

     

    (ii)  amend,
      modify or take any other action in connection with the material terms and
      conditions of the Operating Agreement that would impair the value of the
      interest or rights of such Pledgor or that would impair the interest or rights
      of the Lender.

     

    ARTICLE
      V

    THE
      LENDER

     

    5.1  Lender
      May Perform.
      If any
      Pledgor fails to perform any agreement contained herein, the Lender may itself
      perform, or cause performance of, such agreement, and the reasonable expenses
      of
      the Lender incurred in connection therewith shall be payable by such Pledgor
      pursuant to Section
      6.4.

     

    5.2  Lender
      Has No Duty.
      (a)
      The
      powers conferred on the Lender hereunder are solely to protect its interest
      in
      the Collateral and shall not impose any duty on it to exercise any such powers.
      Neither the Lender nor any of its officers, directors, employees or agents
      shall
      be liable for failure to demand, collect or realize upon any of the Collateral
      or for any delay in doing so or shall be under any obligation to sell or
      otherwise dispose of any Collateral upon the request of Pledgors or any other
      Person or to take any other action whatsoever with regard to the Collateral.
      Neither the Lender nor any of its officers, directors, employees or agents
      shall
      be responsible to Pledgors for any act or failure to act hereunder, except
      for
      their own gross negligence or willful misconduct. 

     

    (b)  Each
      Pledgor assumes all responsibility and liability arising from or relating to
      the
      use, sale or other disposition of the Collateral other than liabilities
      resulting from Lender’s gross negligence or willful misconduct. The Secured
      Obligations shall not be affected by any failure of the Lender to take any
      steps
      to perfect the pledge and security interest granted hereunder or to collect
      or
      realize upon the Collateral, nor shall loss or damage to the Collateral release
      Pledgors from any of their obligations hereunder.

     

    
      
        
        

      

      
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    ARTICLE
      VI

    REMEDIES

     

    6.1  Certain
      Remedies.
      If (x)
      any Pledgor fails to satisfy any of its obligations hereunder and such failure
      shall continue for 15 business days after notice thereof from Lender or (y)
      any
“Event of Default” as defined in the Note shall have occurred (each, an
“Event
      of Default”):

     

    (a)  The
      Lender may exercise in respect of the Collateral, in addition to other rights
      and remedies provided for herein or otherwise available to it, all the rights
      and remedies of a Lender on default under the UCC and also may, without demand
      of performance or other demand, presentment, protest, advertisement or notice
      of
      any kind (except any notice required by applicable law referred to below) to
      or
      upon Pledgors or any other Person (all and each of which demands, defenses,
      advertisements and notices are hereby waived), sell, lease, assign, give option
      or options to purchase, or otherwise dispose of and deliver the Collateral
      or
      any part thereof (or contract to do any of the foregoing) in one or more parcels
      at public or private sale, at any of the Lender’s offices or elsewhere, for
      cash, on credit or for future delivery, and upon such other terms as the Lender
      may deem commercially reasonable. Each Pledgor agrees that, to the extent notice
      of sale shall be required by applicable law, at least ten (10) days’ prior
      notice to Pledgors of the time and place of any public sale or the time after
      which any private sale is to be made shall constitute reasonable notification.
      The Lender shall not be obligated to make any sale of Collateral regardless
      of
      notice of sale having been given. The Lender may adjourn any public or private
      sale from time to time by announcement at the time and place fixed therefor,
      and
      such sale may, without further notice, be made at the time and place to which
      it
      was so adjourned.

     

    (b)  The
      Lender may:

     

    (i)  transfer
      all or any part of the Collateral into the name of the Lender or its nominee,
      with or without disclosing that such Collateral is subject to the lien and
      security interest hereunder;

                        

    (ii)  notify
      the parties obligated on any of the Collateral to make payment to the Lender
      of
      any amount due or to become due thereunder;

     

    (iii)  enforce
      collection of any of the Collateral by suit or otherwise, and surrender, release
      or exchange all or any part thereof, or compromise or extend or renew for any
      period (whether or not longer than the original period) any obligations of
      any
      nature of any party with respect thereto;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    (iv)  endorse
      any checks, drafts, or other writings in each Pledgor’s name to allow collection
      of the Collateral;

     

    (v)  take
      control of any proceeds of the Collateral;

     

    (vi)  execute
      (in the name, place and stead of Pledgor) endorsements, assignments, stock
      powers and other instruments of conveyance or transfer with respect to all
      or
      any of the Collateral; and

     

    (vii)  enforce
      compliance with, and take any and all actions with respect to, the Operating
      Agreement to the full extent as though the Lender were the absolute owner of
      the
      Pledged Membership Interests, and other Collateral, including the right to
      receive all distributions and other payments that are made pursuant to such
      Operating Agreement.

     

    The
      Lender shall give Pledgors ten (10) days’ written notice (which each Pledgor
      agrees is reasonable notice within the meaning of Section 9-612 of the UCC)
      of
      the Lender’s intention to make any sale of Collateral. Such notice, in the case
      of a public sale, shall state the time and place for such sale and, in the
      case
      of a sale at a broker’s board or on a securities exchange, shall state the board
      or exchange at which such sale is to be made and the day on which the
      Collateral, or portion thereof, will first be offered for sale at such board
      or
      exchange. Any such public sale shall be held at such time or times within
      ordinary business hours and at such place or places as the Lender may fix and
      state in the notice (if any) of such sale. At any such sale, the Collateral,
      or
      portion thereof, to be sold may be sold in one lot as an entirety or in separate
      parcels, as the Lender may (in its sole and absolute discretion) determine.
      The
      Lender shall not be obligated to make any sale of any Collateral if it shall
      determine not to do so, regardless of the fact that notice of sale of such
      Collateral shall have been given. The Lender may, without notice or publication
      adjourn any public or private sale or cause the same to be adjourned from time
      to time by announcement at the time and place fixed for sale, and such sale
      may,
      without further notice, be made at the time and place to which the same was
      so
      adjourned. In case any sale of all or any part of the Collateral is made on
      credit or for future delivery, the Collateral so sold may be retained by the
      Lender until the sale price is paid by the purchase or purchasers thereof,
      but
      the Lender shall not incur any liability in case any such purchaser or
      purchasers shall fail to take up and pay for the Collateral so sold and, in
      case
      of any such failure, such Collateral may be sold again upon like notice. At
      any
      public (or, to the extent permitted by law, private) sale made pursuant to
      this
      Section, the Lender (for the Lender) may bid for or purchase, free (to the
      extent permitted by law) from any right of redemption, stay, valuation or
      appraisal on the part of Pledgor (all said rights being also hereby waived
      and
      released to the extent permitted by law), the Collateral or any part thereof
      offered for sale and may make payment on account thereof by using any claim
      then
      due and payable to such Lender from Pledgors as a credit against the purchase
      price, and the Lender (for such Lender) may upon compliance with the terms
      of
      sale, hold, retain and dispose of such property without further accountability
      to Pledgors therefor.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    6.2  Compliance
      with Restrictions.
      Each
      Pledgor agrees that in any sale of any of the Collateral whenever an Event
      of
      Default shall have occurred and be continuing, the Lender is hereby authorized
      to comply with any limitation or restriction (including without limitation
      the
      Securities Act of 1933 and applicable state securities laws) in connection
      with
      such sale as it may be advised by counsel is necessary in order to avoid any
      violation of applicable law (including compliance with such procedures as may
      restrict the number of prospective bidders and purchasers, require that such
      prospective bidders and purchasers have certain qualifications, and restrict
      such prospective bidders and purchasers to persons who will represent and agree
      that they are purchasing for their own account for investment and not with
      a
      view to the distribution or resale of such Collateral), or in order to obtain
      any required approval of the sale or of the purchaser by any Governmental
      Authority or official, and each Pledgor further agrees that such compliance
      shall not result in such sale being considered or deemed not to have been made
      in a commercially reasonable manner, nor shall the Lender be liable nor
      accountable to any Pledgor for any discount allowed by reason of the fact that
      such Collateral is sold in compliance with any such limitation or
      restriction.

     

    6.3  Application
      of Proceeds.
      All
      cash proceeds received by the Lender in respect of any sale of, collection
      from,
      or other realization upon, all or any part of the Collateral shall be applied
      in
      whole or in part by the Lender, first, to cover the reasonable costs and
      expenses of Lender in enforcing the this Agreement and the other Loan Documents
      and, second, for the benefit of the Lender against all or any part of the
      Secured Obligations. Any surplus of such cash or cash proceeds held by the
      Lender and remaining after the Termination Date, shall be paid over to the
      applicable Pledgor or to whomsoever may be lawfully entitled to receive such
      surplus.

     

    6.4  Indemnity
      and Expenses.
      Pledgors jointly and severally agree to indemnify and hold harmless the Lender
      and its affiliates, directors, officers, employees, counsel, agents and
      attorneys-in-fact (each, an “Indemnified
      Party”)
      for,
      from and against, and shall pay on demand, any and all liabilities, obligations,
      losses, damages, penalties, claims, demands, actions, judgments, suits, costs
      and expenses and disbursements (including reasonable legal fees and expenses)
      of
      any kind or nature whatsoever which may be at any time imposed on, incurred
      by
      or asserted against such Indemnified Party in any way relating to or arising
      out
      of or in connection with this Agreement and the other Loan Documents (including
      enforcement of this Agreement and the other Loan Documents), provided
      that
      such indemnity shall not, as to any Indemnified Party, be available to the
      extent that such liabilities, obligations, losses, damages, penalties, claims,
      demands, actions, judgments, suits, costs, expenses or disbursements are
      determined by a court of competent jurisdiction by final and nonappealable
      judgment to have resulted from the gross negligence or willful misconduct of
      such Indemnified Party. Pledgors will, upon demand, pay to the Lender the amount
      of any and all reasonable expenses, including its reasonable legal fees and
      expenses and the reasonable fees and disbursements of any experts and agents,
      which the Lender may incur, subject to the foregoing limitations, in connection
      with the following:

     

    (a)  the
      administration of this Agreement;

     

    
      
        
        

      

      
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    (b)  the
      custody, preservation, use or operation of, or the sale of, collection from,
      or
      other realization upon, any of the Collateral;

     

    (c)  the
      exercise or enforcement of any of the rights of the Lender hereunder;
      or

     

    (d)  the
      failure by Pledgors to perform or observe any of the provisions
      hereof.

     

    6.5  Waivers.
      Pledgors hereby waive any right, to the extent permitted by applicable law,
      to
      receive prior notice of or a judicial or other hearing with respect to any
      action or prejudgment remedy or proceeding by the Lender to take possession,
      exercise control over or dispose of any item of Collateral where such action
      is
      permitted under the terms of this Agreement or any other Loan Document or by
      applicable laws or the time, place or terms of sale in connection with the
      exercise of the Lender’s rights hereunder. Pledgors waive, to the extent
      permitted by applicable laws, any bonds, security or sureties required by the
      Lender with respect to any of the Collateral. Pledgors also waive any damages
      (direct, consequential or otherwise) occasioned by the enforcement of the
      Lender’s rights under this Agreement or any other Loan Document, including, the
      taking of possession of any Collateral, all to the extent that such waiver
      is
      permitted by applicable laws; provided,
      however,
      that
      the waiver contemplated hereby shall not apply to damages caused by the Lender’s
      gross negligence or willful misconduct. These waivers and all other waivers
      provided for in this Agreement and the other Loan Documents have been negotiated
      by the parties and each Pledgor acknowledges that it has been represented by
      counsel of its own choice and has consulted such counsel with respect to its
      rights hereunder.

     

    ARTICLE
      VII

    MISCELLANEOUS
      PROVISIONS

     

    7.1  Loan
      Document.
      This
      Agreement is a Loan Document executed pursuant to the Note and shall (unless
      otherwise expressly indicated herein) be construed, administered and applied
      in
      accordance with the terms and provisions thereof. 

     

    7.2  Amendments,
      etc.; Successors and Assigns.
      (a) No
      amendment to or waiver of any provision of this Agreement nor consent to any
      departure by Pledgors herefrom, shall in any event be effective unless the
      same
      shall be in writing and signed by the Lender and, with respect to any such
      amendment, by Pledgors, and then such waiver or consent shall be effective
      only
      in the specific instance and for the specific purpose for which
      given.

     

    (b)  This
      Agreement shall be binding upon each Pledgor and its permitted successors,
      transferees and assigns and shall inure to the benefit of the Lender and its
      respective successors, transferees and assigns; provided,
      however,
      that no
      Pledgor may assign its obligations hereunder without the prior written consent
      of the Lender in its sole discretion.

     

    
      
        
        

      

      
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    7.3  Addresses
      for Notices.
      All
      notices and other communications provided for hereunder shall be in writing
      and
      mailed, delivered or transmitted by facsimile to any Pledgor at the address
      set
      forth on the signature page and to the Lender at the address set forth in the
      Note.

     

    7.4  Section
      Captions.
      Section
      captions used in this Agreement are for convenience of reference only, and
      shall
      not affect the construction of this Agreement.

     

    7.5  Severability.
      If any
      provision of this Agreement is held to be illegal, invalid or unenforceable,
      (a)
      the legality, validity and enforceability of the remaining provisions of this
      Agreement shall not be affected or impaired thereby and (b) the parties shall
      endeavor in good faith negotiations to replace the illegal, invalid or
      unenforceable provisions with valid provisions the economic effect of which
      comes as close as possible to that of the illegal, invalid or unenforceable
      provisions. The invalidity of a provision in a particular jurisdiction shall
      not
      invalidate or render unenforceable such provision in any other
      jurisdiction.

     

    7.6  Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      instrument.

     

    7.7  Governing
      Law, etc.
      (a) THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF
      THE
      SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
      COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE
      OF
      NEW YORK; PROVIDED,
      THAT THE LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL
      LAW. 

     

    (b)  ANY
      LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN
      EITHER (1) THE STATE COURTS OF THE STATE OF NORTH CAROLINA SITTING IN CHARLOTTE
      OR IN THE DISTRICT COURTS OF THE UNITED STATES SITTING IN CHARLOTTE OR (2)
      THE
      STATE COURTS OF NEW YORK OR SECOND CIRCUIT COURTS OF THE UNITED STATES, IN
      EITHER CASE, SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN;
PROVIDED,
      HOWEVER,
      THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY
      SHALL
      BE BROUGHT, AT THE LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
      COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BY EXECUTION AND DELIVERY OF THIS
      AGREEMENT, PLEDGOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
      THE
      NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PLEDGOR IRREVOCABLY WAIVES
      ANY
      OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
      GROUNDS OF FORUM
      NON CONVENIENS,
      WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING
      IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER DOCUMENT RELATED
      THERETO. PLEDGOR HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT,
      ACTION OR PROCEEDING BY THE MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED
      MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO PLEDGOR’S ADDRESS REFERRED
      TO IN SECTION
      7.3.
      EACH PLEDGOR AGREES THAT SUCH SERVICE (i) SHALL BE DEEMED IN EVERY RESPECT
      EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR PROCEEDING
      AND
      (ii) SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE TAKEN AND HELD TO BE
      VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO IT. NOTHING IN THIS
SECTION
      7.7
      SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE PROCESS IN ANY MANNER PERMITTED
      BY
      LAW OR LIMIT THE RIGHT OF THE LENDER TO BRING PROCEEDINGS AGAINST PLEDGOR IN
      THE
      COURTS OF ANY JURISDICTION OR JURISDICTIONS.

     

    
      
        
        

      

      
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    7.8  Waiver
      of Jury Trial.
      EACH PLEDGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
      DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY
      WAY
      CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF PLEDGOR AND LENDER
      OR
      ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
      THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
      FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND PLEDGOR HEREBY AGREES AND CONSENTS
      THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY
      COURT
      TRIAL WITHOUT A JURY, AND THAT LENDER MAY FILE AN ORIGINAL COUNTERPART OR A
      COPY
      OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
      SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


     

    7.9  Entire
      Agreement.
      THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG
      THE
      PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
      OR
      SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES OR BY PRIOR OR CONTEMPORANEOUS WRITTEN
      AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
      PARTIES.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      each
      Pledgor has caused this Agreement to be duly executed and delivered by its
      respective officer thereunto duly authorized as of the date first above
      written.

     

    
      	 	 	 
	 	[PLEDGOR],
	 	
              as
                a Pledgor

            
	 	 	 
	 	By:  	 
	 	Name: 	 
	 	Title:	 
	 	Notice Address:
	 	 	 


    

     

    
      	 	 	 
	 	[PLEDGOR],
	 	
              as
                a Pledgor

            
	 	 	 
	 	By:  	 
	 	Name: 	 
	 	Title:	 
	 	Notice Address:
	 	 	 


    

     

    
      
        
        

      

      
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      	ACKNOWLEDGED AND
              ACCEPTED:	 	 	 
	 	 	 	 	 
	ROYNAT BUSINESS
              CAPITAL
              INC.,	 	 	 
	
              as
                Lender

            	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name: 	 	 	 
	Title:	 	 	
            


    

     

    
      
        
        

      

      
        15