PLEDGE AGREEMENT
This agreement is made July 28, 1999, between PRODUCTOS
FORESTALES XX XXXXXXX, CA, a Venezuelan corporation ("PFB"),
located at Xxxxx Xxxxxxxxxxxxxx, Xxx Xxx Xxxxxxxx Xxxxxxx, Xxxx
0-0X, Caracas Venezuela; and WESTAR TIMBER, INC., a Florida
corporation, ("Westar"), located at 0000 Xxxx Xxxxx Xxxxx Xxxx.,
Xxxxx 000, Xxxx Xxxx Xxxxx, Xxxxxxx 00000. Concurrently with the
execution of this pledge agreement ("Agreement"), PFB is
executing and delivering to Westar a certain promissory note (the
"Note") of even date hereof, in the principal amount of $50,000,
the terms of which are incorporated herein.
In order to induce Westar to accept the Note as evidence of
such loan, and as further security for the payment by PFB of the
Note, PFB has agreed to pledge with Westar the collateral, as
described below, on the terms and conditions set forth below.
In consideration of the premises, the parties agree as follows:
1. As security for the payment of the Note by PFB to
Westar, PFB agrees and by this means does assign, set over, and
transfer to Westar all accounts receivable as shown by its books
as of this date, all of its inventory as of this date, and all
unfilled orders as of this date, all as collateral security for
the payment of the note.
2. PFB expressly agrees that (i) if, by virtue of a
default by PFB under the Note, Westar shall accelerate the
indebtedness in accordance with the terms of the note; Westar
may, at its election, transfer the collateral pledged hereto to
its name and exercise all rights of owner in respect of such
collateral; and PFB irrevocably constitutes and appoints Westar,
its attorney-in-fact to effectuate such transfer. In addition,
Westar shall have all of the rights in respect of the collateral
that are accorded it as a secured party under the Uniform
Commercial Code. For the purpose of determining what constitutes
reasonable notice of any sale of the collateral under the
provisions of the Uniform Commercial Code, the parties agree that
Ten (10) days shall be sufficient.
3. PFB waives demand, notice, protest and notice of
acceptance of this Agreement and of all other demands and notices
of any description not expressly provided for here which it may
lawfully waive. No delay or omission by Westar in exercising any
right under this Agreement, and no partial exercise of any right
under this Agreement, shall operate as a waiver of such right or
of any other right under this Agreement or provided for by law.
No purported waiver of any right shall be effective unless in
writing signed by Westar and no waiver on one occasion shall be
construed as a bar to or waiver of any such right on any other
occasion. All rights of Westar under this Agreement or by law are
cumulative and the exercise of one shall not be construed as a
bar to or waiver of any other.
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4. Upon payment in full of the Note, Westar shall retain
no interest in the collateral.
5. Notwithstanding any other provision of this Agreement,
all notices and other communications given under or pursuant to
this Agreement (hereafter collectively "notices") shall be in
writing and shall be addressed to the party to receive them at
its address or at such other address as it may later designate as
provided below, and shall be sent by registered or certified
mail, return receipt requested. Any party may, by like notice,
change its address for receipt of further notices. Notices given
in the manner stated shall be deemed given and served when
mailed.
6. PFB agrees that it will at any time and from time to
time, upon request, execute and deliver such further documents
and do such further acts and things as Westar may reasonably
request in order to more fully effectuate the purposes of this
Agreement.
7. This Agreement shall be binding upon and shall inure to
the benefit of PFB and Westar, and in the case of PFB, PFB's
respective legal representatives, successors and assigns. This
Agreement shall be governed by and construed in accordance with
the laws of the state of Florida applicable to agreements made
and to be performed wholly within that state.
In witness whereof, PFB and Westar have executed this
Agreement on the date first above written.
PRODUCTOS FORESTALES
XX XXXXXXX, CA,
/s/Xxxxxxx Xxxxxxx Xxxxx
Xxxxxxx Xxxxxxx Xxxxx, President
WESTAR TIMBER, INC.
/s/Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, president
