Exhibit 6(vi)
SECURITY AGREEMENT
THIS SECURITY AGREEMENT ("Agreement") is made and effective this 19th
day of March, 1999 by and between Genesis Capital Corporation of Nevada, a
Nevada corporation having its principal offices at 00000 Xxxxx Xxxxxxx,
Xxxxxxxx, Xxxxx, 00000 ("Genesis") and Xxxxxx Consulting Group, Inc., a Nevada
corporation having its principal offices at 000 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx
Xxxx Xxxx, Xxxx 00000 ("Xxxxxx" or "Secured Party").
RECITALS
A. Genesis has entered into a Consulting Agreement with Xxxxxx, in
which Genesis agreed to pay Xxxxxx for certain consulting services therein
specified.
B. Genesis has signed a Secured Promissory Note in the amount of
$67,000 (the "Promissory Note") as partial payment of its obligations to Xxxxxx
under the above-mentioned Consulting Agreement.
C. Genesis has pledged Six Hundred Seventy Thousand (670,000) shares of
its common stock issued pursuant to Rule 504 of Regulation D promulgated under
the Securities Act of 1933 as collateral for the Secured Promissory Note.
D. Genesis desires to give, and Xxxxxx desires to receive, a security
interest in the shares of Genesis common stock until such time as the Secured
Party shall be paid in full under the terms of the Secured Promissory Note
described above.
AGREEMENT
NOW, THEREFORE, in exchange for the mutual promises, covenants and
agreements described herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Genesis and Xxxxxx
agree as follows:
1. Definitions. The parties agree to define the following terms in the
following manner:
a. "Collateral" means the certificate(s) for shares of stock
corresponding in type and amount to those set forth in the Secured
Promissory Note signed by Genesis on March 19, 1999
2. Security Interest. Genesis hereby grants to Xxxxxx a security interest
in the Collateral until such time as Genesis has satisfied its
obligation to Xxxxxx under the terms of the Secured Promissory Note.
3. Representations and Warranties of Genesis. Genesis represents and
warrants to Xxxxxx that, with respect to the Collateral, Genesis
possesses and shall possess at all times while this Security Agreement
is in effect, full and complete and unencumbered title to the
Collateral, subject only to the rights of Xxxxxx'x security interest
described herein.
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4. Covenants of Genesis. Genesis agrees and covenants with Xxxxxx that:
a. Genesis shall not at any time cause or suffer any part of the
Collateral, or any interest in any of the Collateral, to be subject to
any Security Interest other than that of Xxxxxx.
b. Genesis shall defend the Collateral against the claims and demands
of all persons other than Xxxxxx.
c. Genesis shall at all times promptly pay and discharge, at Genesis'
expense, all taxes, assessments and other government charges which
constitute or may become liens on the Collateral.
d. Genesis shall pay all costs, expenses, charges and other
obligations, including without limitation reasonable attorneys' fees,
suffered or incurred by Xxxxxx to protect, preserve, maintain, and/or
obtain possession of or title to the Collateral; to perfect, protect,
preserve and/or maintain the security interest granted by this Security
Agreement; and to enforce or assert any one or more of Xxxxxx'x rights,
powers, remedies, and/or defenses under this Security Agreement.
5. Events of Default. Genesis shall be in default under this Security
Agreement if Genesis fails to pay the obligation to Xxxxxx in full as
required by the Promissory Note.
6. Remedies on Event of Default. At any time during or following the
occurrence of one or more of the events of default under section 5 of
this Agreement, Xxxxxx may, at its option, assert or avail itself of
any one or more of the rights, powers, remedies and defenses conferred
on Xxxxxx under the laws governing the construction and interpretation
of this Agreement; and upon receipt of the Collateral, Xxxxxx may, at
its option, avail itself of any one or more of the rights, powers, and
remedies of a secured party which are conferred on the Secured Party
under any other appropriate law.
7. Application of Proceeds. Any and all proceeds resulting from the
disposition of all or any part of the Collateral, following the
occurrence of one or more events of default, shall be applied first to
pay and provide for Genesis' obligation to Xxxxxx under the Promissory
Note; any balance remaining may be paid to Genesis or its successors
and assigns, subject to their respective interests.
8. Notices. Any notices required by this Agreement or given in connection
with it shall be in writing and shall be given to the appropriate party
by one of the following methods: personal delivery; certified mail,
postage prepaid; overnight delivery service via Federal Express,
Airborne Express, or similarly reliable service; or by facsimile
transmission, provided that the transmission is verified by a
confirmation report.
9. Severability and Headings. The invalidity or unenforceability of any
provision in this Agreement shall not cause any other provision to be
invalid or unenforceable. Headings used in this Agreement are provided
for convenience only and shall not be used to construe meaning or
intent.
10. Final Agreement. This Agreement constitutes the final agreement and
understanding between the parties on the subject matter hereof and
supersedes all prior memoranda, understandings or agreements whether
oral or written, with the sole exception that this Agreement shall be
construed
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in conjunction with the Promissory Note referenced above. This
Agreement may be modified only by a further writing duly executed by
both parties.
11. Construction. The parties agree that the interpretation of any
provision in this Agreement shall be governed by the laws of the State
of Utah. The parties further acknowledge that the terms of this
Agreement were negotiated in the State of Utah, that the place of con-
tracting was in the State of Utah, and that the place for performance
is in the State of Utah. Accordingly, the parties irrevocably consent
to the jurisdiction of the United States District Court for the
District of Utah and agree to bring any action solely in that Court.
The parties expressly waive the operation of any court ruling, statute,
or other provision that would allow or require suit to be brought in
any other jurisdiction, with full knowledge of the effect of such
waiver.
12. Assignment and Third-Party Beneficiaries. This Agreement shall be
binding upon and inure to the benefit of the successors and assigns of
the parties.
IN WITNESS WHEREOF, Genesis and Xxxxxx have executed this Security
Agreement on the date first written above.
Genesis Capital Corporation of Nevada
By: /s/
Name: Xxxxxxxx X. Xxxxx
Title: President
Xxxxxx Consulting Group, Inc.
By: /s/
Name: Xxxxxxx Xxxxxx
Title: President
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