SUCH FAILURE IS CURED TO LAURUS' SATISFACTION OR
WAIVED IN WRITING BY LAURUS.
SUCH FEE SHALL BE CHARGED TO COMPANY'S ACCOUNT
UPON THE OCCURRENCE OF EACH SUCH FAILURE.
10Z-4
(C)
WARRANTS.ON THE CLOSING DATE, COMPANY SHALL ISSUE AND DELIVER TO
LAURUS A WARRANT TO PURCHASE UP TO 400,000 SHARES OF THE COMPANY'S COMMON STOCK
IN THE FORM ANNEXED HERETO AS EXHIBIT B.
All the representations, covenants, warranties, undertakings, and
indemnification, and other rights made or granted to or for the benefit of
Laurus by the Company are hereby also made and granted in respect of the Warrant
and the shares of the Company's Common Stock issuable upon exercise of the
Warrant (the "Warrant Shares").
SECURITY INTEREST.
TO SECURE THE PROMPT PAYMENT TO LAURUS OF THE OBLIGATIONS, COMPANY HEREBY
ASSIGNS, PLEDGES AND GRANTS TO LAURUS A CONTINUING SECURITY INTEREST IN AND LIEN
UPON ALL OF THE COLLATERAL.
ALL OF COMPANY'S BOOKS AND RECORDS RELATING TO THE
COLLATERAL SHALL, UNTIL DELIVERED TO OR REMOVED BY LAURUS, BE KEPT BY COMPANY IN
TRUST FOR LAURUS UNTIL ALL OBLIGATIONS HAVE BEEN PAID IN FULL.
EACH
CONFIRMATORY ASSIGNMENT SCHEDULE OR OTHER FORM OF ASSIGNMENT HEREAFTER EXECUTED
BY COMPANY SHALL BE DEEMED TO INCLUDE THE FOREGOING GRANT, WHETHER OR NOT THE
SAME APPEARS THEREIN.
COMPANY HEREBY (I) AUTHORIZES LAURUS TO FILE ANY FINANCING STATEMENTS,
CONTINUATION STATEMENTS OR AMENDMENTS THERETO THAT (X) INDICATE THE COLLATERAL
(1) AS ALL ASSETS OF COMPANY OR WORDS OF SIMILAR EFFECT, REGARDLESS OF WHETHER
ANY PARTICULAR ASSET COMPRISED IN THE COLLATERAL FALLS WITHIN THE SCOPE OF
ARTICLE 9 OF THE UCC OF SUCH JURISDICTION, OR (2) AS BEING OF AN EQUAL OR LESSER
SCOPE OR WITH GREATER DETAIL, AND (Y) CONTAIN ANY OTHER INFORMATION REQUIRED BY
PART 5 OF ARTICLE 9 OF THE UCC FOR THE SUFFICIENCY OR FILING OFFICE ACCEPTANCE
OF ANY FINANCING STATEMENT, CONTINUATION STATEMENT OR AMENDMENT AND (II)
RATIFIES ITS AUTHORIZATION FOR LAURUS TO HAVE FILED ANY INITIAL FINANCIAL
STATEMENTS, OR AMENDMENTS THERETO IF FILED PRIOR TO THE DATE HEREOF.
COMPANY
ACKNOWLEDGES THAT IT IS NOT AUTHORIZED TO FILE ANY FINANCING STATEMENT OR
AMENDMENT OR TERMINATION STATEMENT WITH RESPECT TO ANY FINANCING STATEMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF LAURUS AND AGREES THAT IT WILL NOT DO SO
WITHOUT THE PRIOR WRITTEN CONSENT OF LAURUS, SUBJECT TO COMPANY'S RIGHTS UNDER
SECTION 9-509(D)(2) OF THE UCC.
COMPANY HEREBY GRANTS TO LAURUS AN IRREVOCABLE, NON-EXCLUSIVE LICENSE
(EXERCISABLE UPON THE TERMINATION OF THIS AGREEMENT DUE TO AN OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT WITHOUT PAYMENT OF ROYALTY OR
OTHER COMPENSATION TO COMPANY) TO USE, TRANSFER, LICENSE OR SUBLICENSE ANY
INTELLECTUAL PROPERTY NOW OWNED, LICENSED TO, OR HEREAFTER ACQUIRED BY COMPANY,
AND WHEREVER THE SAME MAY BE LOCATED, AND INCLUDING IN SUCH LICENSE ACCESS TO
ALL MEDIA IN WHICH ANY OF THE LICENSED ITEMS MAY BE RECORDED OR STORED AND TO
ALL COMPUTER AND AUTOMATIC MACHINERY SOFTWARE AND PROGRAMS USED FOR THE
COMPILATION OR PRINTOUT THEREOF, AND REPRESENTS, PROMISES AND AGREES THAT ANY
SUCH LICENSE OR SUBLICENSE IS