CASH COLLATERAL DEPOSIT LETTER
As
of:
February 13, 2006
Laurus
Master Fund, Ltd.
000
Xxxxx
Xxxxxx
New
York,
New York 10022
Ladies
and Gentlemen:
Reference
is hereby made to the following agreements, as each is amended, modified or
supplemented from time to time: (i) that certain Securities Purchase Agreement
dated as of the date hereof by and among Creative Vistas, Inc. (the
“Parent”),
Iview
Holding Corp., Iview Digital Video Solutions Inc. (“Iview”)
and
Laurus Master Fund, Ltd. (“Laurus”)
(the
“Securities
Purchase Agreement”);
(ii)
a secured term note in the aggregate principal amount of Eight Million Two
Hundred and Fifty Thousand Dollars in lawful money of the United States
(USD$8,250,000) issued by the Parent (the “Company
Note”);
(iii)
a secured term note in the aggregate principal amount of Two Million Dollars
in
lawful money of the United States (USD$2,000,000)
issued by Iview Digital Video Solutions Inc. (the “Iview
Note”);
(iv)
each Related Agreement (as defined in the Securities Purchase Agreement); (v)
the Securities Purchase Agreement dated as of December 31, 2005 between Cancable
Inc., Cancable Holding Corp. and Parent, (the “2005
Securities Purchase Agreement”);
(vi)
each Related Agreement as defined in the 2005 Securities Purchase Agreement
(the
“2005
Related Agreements”);
(the
Securities Purchase Agreement, the Related Agreements, the 2005 Securities
Purchase Agreement, the 2005 Related Agreements and any and all other agreements
related to any of the foregoing documents, collectively, the “Laurus
Documents”).
Capitalized terms not otherwise defined herein shall be given the meaning
ascribed to them in the Iview Note.
As
collateral security for the payment of monetary amounts and all covenants and
duties regarding such amounts, of any kind or nature, present or future, whether
or not evidenced by any note, agreement or other instrument, arising under
the
Laurus Documents (the “Secured
Obligations”),
the
Parent, Iview and their respective Subsidiaries (as such term is defined in
the
Securities Purchase Agreement) acknowledge that USD$500,000 will be on deposit
with Laurus (the deposit hereinafter referred to as the “Iview
Closing
Collateral Deposit”).
The
Iview Closing Collateral Deposit shall be held pursuant to the terms of this
letter. This deposit of the Iview Closing Collateral Deposit shall not
constitute a redemption of any note or other instrument made by the Parent
or
any of its Subsidiaries in favor of Laurus. The Iview Closing Collateral Deposit
shall be held in an interest bearing deposit account for the benefit of Iview,
with all interest earned by Xxxxxx thereon being added to the principal amount
of the Iview Closing Collateral Deposit. On each Repayment Date, Laurus shall
apply any part of the Iview Closing Collateral Deposit to any payment obligation
then due and owing to Laurus under the Iview Note. In the event that any Iview
Obligations remain outstanding after giving effect to any application of the
Iview Closing Collateral Deposit, Iview shall be liable for any
deficiency.
Laurus
and its successors and assigns may, without demand of performance or
advertisement or notice of any kind to or upon the Parent, Iview or any of
their
respective Subsidiaries (each of which demands, advertisements and/or notices
are hereby expressly waived), immediately upon a default by the Parent, Iview
or
any of their respective Subsidiaries in any payment obligation due and owing
to
Laurus under any of the Laurus Documents, appropriate and apply all or any
part
of the Iview Closing Collateral Deposit to the payment in whole or in part,
in
such order as Laurus may elect, of the Secured Obligations until the Secured
Obligations have been indefeasibly paid in full.
When
all
of the Secured Obligations have been paid and/or are otherwise indefeasibly
paid
in full and the Laurus Documents irrevocably terminated, any sums still on
deposit hereunder shall, unless Xxxxxx is instructed by a court of competent
jurisdiction to the contrary, be returned to Iview.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
2
This
letter agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns and shall be governed
by and
construed in accordance with the laws of the State of New York.
Very
truly yours,
|
CANCABLE
HOLDING CORP.
|
||||
|
By:
|
/s/
XXXXXXX XXXXX
|
|||
|
Name:
Xxxxxxx Xxxxx
Title:
President
|
||||
|
IVIEW
DIGITAL VIDEO SOLUTIONS INC.
|
||||
|
By:
|
/s/
XXXXX XXXXXXXXXX
|
|||
|
Name:
Xxxxx Xxxxxxxxxx
Title:
President
|
||||
|
CANCABLE
INC.
|
||||
|
By:
|
/s/
XXXXX XXXX XXX
|
|||
|
Name:
Xxxxx Xxxx Xxx
Title:
Secretary
|
||||
|
CANCABLE,
INC.
|
||||
|
By:
|
/s/
XXXX XXXXXX
|
|||
|
Name:
Xxxx Xxxxxx
Title:
President and Secretary
|
||||
|
CREATIVE
VISTAS, INC.
|
||||
|
By:
|
/s/
XXXXXXX XXXXX
|
|||
|
Name:
Xxxxxxx Xxxxx
Title:
President
|
||||
|
CREATIVE
VISTAS ACQUISITION CORP.
|
||||
|
By:
|
/s/
XXXXX XXXXXXXXXX
|
|||
|
Name:
Xxxxx Xxxxxxxxxx
Title:
President and Secretary
|
||||
|
A.C.
TECHNICAL SYSTEMS LTD.
|
||||
|
By:
|
/s/
XXXXXXX XXXXX
|
|||
|
Name:
Xxxxxxx Xxxxx
Title:
President and Secretary
|
||||
|
IVIEW
HOLDING CORP.
|
||||
|
By:
|
/s/
XXXXXXX XXXXX
|
|||
|
Name:
Xxxxxxx Xxxxx
Title:
President
|
||||
3
Accepted
and Acknowledged by:
|
LAURUS
MASTER FUND, LTD.
|
||
|
By:
|
/s/
XXXXXX XXXX
|
|
|
Name:
Xxxxxx Xxxx
Title:
Director
|
||
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