ADDENDUM TO SECURITY AGREEMENT
Exhibit
10.7
THIS
ADDENDUM TO SECURITY AGREEMENT (the
“Addendum”), is
entered into and made effective as of August ___, 2005, by and between
XXXXXXX,
XXXXXXX GROUP, INC., a
Florida
corporation (the “Company”),
and
the BUYER
listed
on Schedule I attached to the Securities Purchase Agreement dated December
22,
2004 (the “Secured
Party”)
and
amends the Security Agreement dated December 22, 2004 between the Company and
the Secured Party (the “Security
Agreement”).
WHEREAS,
on
December 22, 2004 the parties hereto entered into the Security Agreement
pursuant to which the Company granted to the Secured Party a security interest
in and to the Pledged Property to secure the satisfaction of the Obligations
of
the Company to the Secured Party, which security interest shall remain in
effect;
WHEREAS,
in July
2005, Xxxxxx Engineered Plastics Corp., a Nevada corporation (“Xxxxxx”)
acquired all the capital stock of the Company. Subsequent to the acquisition,
Xxxxxx changed its name to Xxxxxxx Xxxxxxx Group, Inc. (“Xxxxxxx
Xxxxxxx”)
and
the Company became a wholly owned subsidiary of Xxxxxxx Xxxxxxx. On the date
hereof, Xxxxxxx Xxxxxxx entered into an assignment agreement (“Assignment
Agreement”)
pursuant to which it assumed all the rights and obligations of the Company
pursuant to the Transaction Documents.
WHEREAS,
as
a
result of the
assignment by the Company pursuant to the Assignment Agreement part of the
Obligations secured by the Security Agreement were assigned and assumed by
Xxxxxxx Xxxxxxx, and the Company and the Secured Party entered into a Guaranty
Agreement, dated as of the date hereof (the “Guaranty
Agreement”)
pursuant to which the Company shall Guaranty Xxxxxxx Xxxxxxx’x satisfaction of
such assigned Obligations in accordance with the Guaranty
Agreement;
WHEREAS,
the
parties are entering into this Addendum Agreement to reflect the assignment
of
part of the Obligations to Xxxxxxx Xxxxxxx and the Company’s Guaranty of Xxxxxxx
Xxxxxxx’x the repayment of the amounts owed under the Convertible Debentures to
the Secured Party; and
WHEREAS,
to
induce
the Secured Party to consent to the Assignment Agreement and enter into all
ancillary agreements and documents, the Company and the Secured Party hereby
amend this Security Agreement to reflect the change in the Obligations.
NOW,
THEREFORE, in
consideration of the premises and the mutual covenants herein contained, and
for
other good and valuable consideration, the adequacy and receipt of which are
hereby acknowledged, the parties hereto hereby agree to amend the Security
Agreement as follows:
| 1. |
Amendment
to Section 1.3.
Section 1.3 shall be deleted in its entirety and replaced with the
following:
|
The
obligations secured hereby are any and all obligations of the Company now
existing or hereinafter incurred to the Secured Party, whether oral or written
and whether arising before, on, or after the date hereof including, without
limitation, those obligations of the Company to the Secured Party under the
Guaranty Agreement (collectively, the “Obligations”).
| 2. |
Reaffirmation
of Security Interest.
The Company reaffirms its grant to the Secured Party of a security
interest in and to the Pledged Property until the satisfaction of
the
Obligations, as amended herein.
|
SIGNATURE
PAGE TO FOLLOW
IN
WITNESS WHEREOF, the
parties hereto have executed this Addendum to Security Agreement as of the
date
first above written.
|
COMPANY:
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Xxxxxxx,
Xxxxxxx and Comapny, Inc.
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| By: | |||
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Name: Xxxxxx
X. Xxx
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Title: Chief
Executive Officer
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SECURED
PARTY:
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|
Cornell
Capital Partners, LP
|
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By: Yorkville
Advisors, LLC
|
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Its: General
Partner
|
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| By: | |||
|
Name: Xxxx
Xxxxxx
|
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|
Title: Portfolio
Manager
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