COMERICA SECURITIES, INC. AS A CONDITION PRECEDENT TO OPENING ITS ACCOUNTS
THERE.
6.8
QUICK RATIO.
MEASURED AS OF THE LAST DAY OF EACH MONTH, BORROWER
SHALL MAINTAIN A RATIO OF QUICK ASSETS TO CURRENT LIABILITIES OF AT LEAST 1.5 TO
1.0.
6.9
TANGIBLE NET WORTH.
MEASURED AS OF THE LAST DAY OF EACH MONTH,
BORROWER SHALL MAINTAIN A TANGIBLE NET WORTH OF AT LEAST $20,000,000, PROVIDED
THAT SUCH REQUIRED AMOUNT SHALL INCREASE BY 50% OF BORROWER'S QUARTERLY NET
PROFIT AFTER TAX AFTER THE CLOSING DATE AND BY 50% OF ANY NET PROCEEDS RECEIVED
BY BORROWER IN ANY GIVEN QUARTER FROM THE SALE AND ISSUANCE OF ITS EQUITY
SECURITIES AFTER THE CLOSING DATE.
6.10
REVENUE.
BORROWER SHALL SHOW QUARTERLY REVENUE OF AT LEAST THE
FOLLOWING AMOUNTS FOR EACH OF THE FOLLOWING QUARTERS:
Quarter End Date
Minimum Revenue
for such Quarter
3/31/02
$
3,600,000
6/30/02
$
4,800,000
9/30/02
$
7,500,000
12/31/02
$
9,800,000
3/31/03
$
11,440,000
6.11
INTELLECTUAL PROPERTY RIGHTS.
(A)
BORROWER SHALL REGISTER OR CAUSE TO BE REGISTERED ON AN EXPEDITED
BASIS (TO THE EXTENT NOT ALREADY REGISTERED) WITH THE UNITED STATES PATENT AND
TRADEMARK OFFICE OR THE UNITED STATES COPYRIGHT OFFICE, AS APPLICABLE:
(I)
THOSE INTELLECTUAL PROPERTY RIGHTS LISTED ON EXHIBITS A, B AND C TO THE
INTELLECTUAL PROPERTY SECURITY AGREEMENT DELIVERED TO BANK BY BORROWER IN
CONNECTION WITH THIS AGREEMENT, WITHIN FORTY FIVE (45) DAYS OF THE DATE OF THIS
AGREEMENT, (II) ALL REGISTERABLE INTELLECTUAL PROPERTY RIGHTS BORROWER HAS
DEVELOPED AS OF THE DATE OF THIS AGREEMENT BUT HERETOFORE FAILED TO REGISTER,
WITHIN FORTY FIVE (45) DAYS OF THE DATE OF THIS AGREEMENT, AND (III) THOSE
ADDITIONAL INTELLECTUAL PROPERTY RIGHTS DEVELOPED OR ACQUIRED BY BORROWER FROM
TIME TO TIME IN CONNECTION WITH ANY PRODUCT OR SERVICE, PRIOR TO THE SALE OR
LICENSING OF SUCH PRODUCT OR THE RENDERING OF SUCH SERVICE TO ANY THIRD PARTY,
AND PRIOR TO BORROWER'S USE OF SUCH PRODUCT (INCLUDING WITHOUT LIMITATION MAJOR
REVISIONS OR ADDITIONS TO THE
13
INTELLECTUAL PROPERTY RIGHTS LISTED ON SUCH EXHIBITS A, B AND C).
BORROWER
SHALL GIVE BANK NOTICE OF ALL SUCH APPLICATIONS OR REGISTRATIONS.
(B)
BORROWER SHALL EXECUTE AND DELIVER SUCH ADDITIONAL INSTRUMENTS AND
DOCUMENTS FROM TIME TO TIME AS BANK SHALL REASONABLY REQUEST TO PERFECT BANK'S
SECURITY INTEREST IN THE PROCEEDS OF ITS INTELLECTUAL PROPERTY.
(C)
BORROWER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO (I) PROTECT,
DEFEND AND MAINTAIN THE VALIDITY AND ENFORCEABILITY OF ITS TRADEMARKS, PATENTS
AND COPYRIGHTS, (II) DETECT INFRINGEMENTS OF ITS TRADEMARKS, PATENTS AND
COPYRIGHTS AND PROMPTLY ADVISE BANK IN WRITING OF MATERIAL INFRINGEMENTS
DETECTED AND (III) NOT ALLOW ANY MATERIAL TRADEMARKS, PATENTS OR COPYRIGHTS TO
BE ABANDONED, FORFEITED OR DEDICATED TO THE PUBLIC WITHOUT THE WRITTEN CONSENT
OF BANK, WHICH SHALL NOT BE UNREASONABLY WITHHELD.
6.12
FURTHER ASSURANCES.
AT ANY TIME AND FROM TIME TO TIME BORROWER
SHALL EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AND TAKE SUCH FURTHER ACTION
AS MAY REASONABLY BE REQUESTED BY BANK TO EFFECT THE PURPOSES OF THIS AGREEMENT.
7.
NEGATIVE COVENANTS.
Borrower covenants and agrees that, so long