SECURITY AGREEMENT
Exhibit
10.2
THIS
AGREEMENT, made and entered into as of the 23rd day of January, 2008 by and
between Xxxxxxx X. Xxxxxxxx, (hereinafter referred to as "Secured Party"),
and
HouseRaising, Inc., (hereinafter referred to as “Debtor”).
WITNESSETH:
WHEREAS,
in connection with the Debtor's negotiable Promissory Note and Forbearance
Agreement of even date herewith in the original principal amount of Sixteen
Thousand Three Hundred Dollars ($16,300.00) along with other obligation to
pay
Secured Party contained therein (hereinafter referred to as the “Note” and
incorporated herein by reference); and
WHEREAS,
in order to secure the obligations of Debtor under and pursuant to the Note,
Debtor has agreed to convey to Secured Party a security interest in certain
of
Debtor's assets in accordance with the terms and conditions hereinafter set
forth;
NOW,
THEREFORE, in consideration of the premises and for Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged by Debtor, the parties hereto, each intending to be mutually
bound hereby, agree as follows:
1. Creation
of Security Interest.
Debtor
hereby transfers, conveys, assigns and grants to Secured Party a security
interest in the following items (all such items being collectively referred
to
herein as the "Collateral"):
All
personal property, tangible or intangible, now owned or hereafter acquired
by
Debtor, including, without limitation, all equipment, motor vehicles, furniture,
fixtures, inventory, contract rights, chattel paper, accounts, and general
intangibles; all accessories and parts now or hereafter affixed thereto or
utilized in connection therewith; all increases, substitutions, replacements,
additions and accessions with respect thereto, now owned or hereafter acquired;
and all proceeds and products with respect thereto. Specifically, Debtor assigns
as additional collateral certain intellectual property owned by Debtor which
assignment is evidenced by the Collateral Assignment Agreement executed by
and
between the Debtor and Secured Party of even date herewith, a copy of which
is
attached hereto as Schedule 1.
2. Debt
Secured.
The
security interest conveyed hereunder shall secure all obligations and
indebtedness of Debtor to Secured Party of every kind and nature under and
pursuant to the Note.
3. Financing
Statements.
In
order to perfect the security interest conveyed hereunder, Debtor agrees to
execute or have executed and deliver to Secured Party, simultaneously with
the
execution hereof, any and all Financing Statements and other instruments or
documents including but not limited to registration of said assignment with
the
United States Patent and Trademark Office and any landlord's lien waiver which
Secured Party may deem necessary or appropriate in order to perfect said
security interest. Debtor further agrees that at any time that any obligation
under the Note remains unpaid, promptly upon receipt of Secured Party's written
request therefore, Debtor shall execute and deliver to Secured Party any
Financing Statement or other instrument or document that Secured Party may
reasonably deem necessary or appropriate in order to perfect or continue the
perfection of said security interest.
4. Possession
and Risk of Loss.
Debtor
agrees to insure the Collateral and keep it insured to the extent of its full
fair market value against fire and other casualties, with extended coverage,
under forms of policies and with companies satisfactory to Secured Party. Debtor
agrees to pay for all premiums for such insurance when due, and further agrees
to deliver copies of policies of said insurance to Secured Party. If Debtor
fails to comply with the provisions of this Paragraph 4, Secured Party may
(but
shall not be obligated to), in addition to and without limiting any other
available remedies, procure or maintain such insurance, Debtor hereby agreeing
to pay the premium therefore upon written demand of Secured Party as an
additional part of the obligations secured hereunder. All such insurance
policies shall name Secured Party as an additional insured.
Debtor
hereby covenants and agrees to give Secured Party at least thirty (30) days'
prior written notice of any change in the location of any of the Collateral
from
the current location of same and to take such actions and steps as Secured
Party
may deem necessary or appropriate, as set forth in writing delivered by Secured
Party to Debtor, in order to maintain a perfected security interest
therein.
5. Default
and Remedies.
Any
default under the Note, Collateral Assignment Agreement or of the Security
Agreement or any failure by Debtor to cure any breach hereunder within ten
(10)
days after Debtor's receipt of Secured Party's written notice thereof, shall
constitute a default hereunder and under any obligation or liability of Debtor
to Secured Party, including but not limited to the Note. Upon any such default,
Secured Party shall be authorized, in his sole and absolute discretion, to
declare any or all of Debtor's obligations and indebtedness to Secured Party
(including but not limited to the Note) to be immediately due and payable,
without demand or notice to Debtor and Secured Party may exercise any one or
more of the rights and remedies granted pursuant to this Agreement, or any
of
the Security Instruments or given to a secured party under the Uniform
Commercial Code or other applicable state or federal law then in effect in
the
State of North Carolina (or in such other state as the Collateral may then
be
located) or otherwise, including, without limitation, the right upon default
to
take possession of and sell, lease or otherwise dispose of the
Collateral.
6. Delivery
and Disposition on Default.
Debtor
agrees that in the event of a default hereunder, it shall, if so requested
by
Secured Party, assemble at Debtor's expense and at a convenient place acceptable
to Secured Party, all of the Collateral not theretofore delivered to Secured
Party. If any notification of intended disposition by Secured Party of any
of
the collateral upon default is required to be given to Debtor, such
notification, if mailed, shall be deemed reasonable and properly given if mailed
through the United States Postal Service at least seven (7) days before such
disposition, postage prepaid, addressed to Debtor at 0000 X. Xxxxxxxxxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.
2
7. Persons
Benefitted and Notices.
This
Agreement shall inure to the benefit of Secured Party, his legal
representatives, heirs, successors in interest and assigns, and to any other
person or entity who derives from Secured Party, title to or an interest
in the
Note, and shall be binding upon Debtor and its legal representatives, successors
in interest and permitted assigns. Except as otherwise specifically set forth
herein, all notices to the parties hereto shall be deemed duly and properly
given and received three (3) days after mailing by United States Certified
Mail
to the respective addresses set forth below opposite their respective
signatures, unless any such party has theretofore advised the other parties
in
writing of a change of address for such party for the dispatch of notices
hereunder.
8. Termination.
This
Agreement and the security interest hereby created in the Collateral shall
terminate when all liabilities and indebtedness under the Note have been paid
and satisfied in full. Xxxxxxxx further agrees that once the obligations of
the
Promissory Note have been fully satisfied, he will execute any document
reasonably necessary to document the termination of the obligations of the
Promissory Note, Security Agreement, and Collateral Assignment Agreement.
Xxxxxxxx agrees that the payment of the Wachovia Debt without the invocation
of
his Personal Guarantee shall constitute a satisfaction of the Promissory Note
provided the principal sum of Sixteen Thousand Three Hundred Dollars
($16,300.00) with interest has been paid.
9. Waiver.
Secured
Party shall not be deemed to have waived any of his rights in any Collateral
unless such waiver is in writing and duly signed by Secured Party. No delay
or
omission by Secured Party in exercising any right hereunder shall operate as
a
waiver thereof or of any other right.
10. Terminology.
All
personal pronouns used in this Agreement, whether used in the masculine,
feminine or neuter gender, shall include all other genders; the singular shall
include the plural and vice-versa. Titles of paragraphs in this Agreement are
for convenience only, and neither limit nor amplify the provisions
hereof.
11. North
Carolina Law to Govern.
This
Agreement has been made and entered into in the State of North Carolina and
shall be governed by the laws thereof. Whenever possible, each provision of
this
Agreement shall be interpreted in such manner as to be effective and valid
under
applicable law, but if any provision contained herein should be prohibited
or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the other provisions of this Agreement.
IN
WITNESS WHEREOF, the parties hereto have set forth their respective hands and
seals, all as of the date first set forth above.
|
By:
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/s/
Xxxxxxx X. von Gnechten (SEAL)
|
|
Xxxxxxx
X. von Gnechten, Chief Financial Officer
|
|
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Secured
Party:
|
|
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Xxxxxxx
X. Xxxxxxxx
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3
SCHEDULE
1
All
Property and Equipment reflected on Balance Sheet of company, valued at $705,488
as of 9/30/07 as further detailed below:
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
As of 9/30
2007
|
Total
|
||||||||||||||||||||
|
Computer
Equipment
|
28,402.90
|
7,278.11
|
14,027.93
|
9,242.86
|
7,585.56
|
66,537.36
|
||||||||||||||||||||||
|
Software
|
4,075.00
|
(84.89
|
) |
3,956.88
|
6,777.31
|
14,724.30
|
||||||||||||||||||||||
|
Furniture
(Corp & HR-C)
|
37,300.00
|
48,448.09
|
6,278.00
|
16,582.51
|
108,608.60
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|||||||||||||||||||||||
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Furniture
(HR-GC)
|
24,972.53
|
24,972.53
|
||||||||||||||||||||||||||
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Office
Equipment
|
34,729.84
|
34,729.84
|
||||||||||||||||||||||||||
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Telephone
|
3,709.95
|
3,709.95
|
||||||||||||||||||||||||||
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Asset
Purchase
|
11,488.11
|
167,225.71
|
5,389.76
|
184,103.58
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||||||||||||||||||||||||
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Design
Center (HR-C)
|
6,607.20
|
39,206.75
|
3439.09
|
49,253.04
|
||||||||||||||||||||||||
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Design
Center (HR-GC)
|
16,102.39
|
202,746.41
|
218,848.80
|
|||||||||||||||||||||||||
|
108,217.69
|
-
|
7,278.11
|
-
|
59,936.20
|
194,053.95
|
68,508.88
|
267,493.17
|
705,488.00
|
||||||||||||||||||||
All
Capitalized Software (also known as System-C) as reflected on Balance Sheet
of
company, valued at $14,577,344 as of 9/30/07, including related patents
(including those noted below), trademarks/service markets (including those
noted
below) and all HRI Master Portfolio Plans of the company (approximately 1917
hard copy and 696 electronic plan files) reflecting a total of approximately
2613 total plans:
U.S.
PATENT APPLICATION – SERIAL NO.: 11/029,569 (FILED JANUARY 5,
2005)
SYSTEM
AND METHOD FOR AUTOMATED MANAGEMENT OF CUSTOM HOME DESIGN AND BUILD PROJECTS,
REFERENCE FILE #P/4267-2
FORMAL
DRAWINGS – SUBMITTED ON 2/27/2006
PUBLISHED
- JUNE 7, 2007 (ELECTRONIC PUBLICATION # US-2007-0129971-A1)
INTERNATIONAL
PATENT APPLICATION - SERIAL NO.: 11/029,569 (FILED JANUARY 17,
2005)
SYSTEM
AND METHOD FOR AUTOMATED MANAGEMENT OF CUSTOM HOME DESIGN AND BUILD PROJECTS
-
BASED ON US PATENT APPLICATION & SERIAL NO.: 11/029,569. REFERENCE FILE
#P/4267-4
UNITED
STATES ART SEARCH REPORT
INTERNATIONAL
SEARCH REPORT
U.S.
PATENT APPLICATION – SERIAL NO.: 60/734,234 (FILED NOVEMBER 7,
2005)
SYSTEM
AND METHOD FOR AUTOMATED MANAGEMENT AND ON-LINE ACADEMIC INSTITUTION FOR CUSTOM
HOME DESIGN AND BUILD PROJECTS
STATUS:
WRITTEN OPINION AND SEARCH REPORT FROM PCT INTERNATIONAL SEARCHING AUTHORITY
AT
10/10/2007 AND DISCLOSURE STATEMENT AT 9/20/2007
U.S.
PATENT APPLICATION – SERIAL NO.: 60/786,855 (FILED MARCH 29,
2006)
SYSTEM
AND METHOD FOR AUTOMATED MANAGEMENT OF REPLACEMENT BUILDING PROJECTS IN A
DISASTER RELIEF AREA
PUBLISHED
- DECEMBER 13, 2007 (ELECTRONIC PUBLICATION #
US-2007-0288269-A1)
4
|
Trademarks/Service
Marks
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Type
of Xxxx
|
Original Owner of Xxxx
|
Current Owner
|
1st Used Date
|
Filing Date or
Last Renewal Date
|
Registration
Date
|
Expiration Date
|
Serial No.
|
Registration No.
|
Date Continued Use
Form Due Yr. 5 & 6
|
|||||||
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HouseRaising
|
US
|
HouseRaising,
Inc. - NC
|
5/5/1999
|
10/11/2005
|
3/27/2007
|
3/27/2017
|
78/731105
|
3,221,713
|
|
||||||||
|
House
Raising USA
|
US
|
The
MBSIHOME Corp
|
5/10/2000
|
8/23/2001
|
1/14/2003
|
1/14/2013
|
78/080750
|
2,675,093
|
1/14/2008-2009
|
||||||||
|
HouseRaising,
A National Company of Local Homebuilders
|
US
|
5/5/1999
|
10/11/2005
|
3/27/2007
|
3/27/2017
|
78/731121
|
3,221,714
|
|
|||||||||
|
Old
World Craftsmanship in New World Relationships
|
US
|
HouseRaising,
Inc. -Delaware
|
Assignment
Pending 4/26/2006 to HRI - NC Corp
|
11/30/2003
|
1/29/2004
|
9/6/2005
|
9/6/2015
|
78/359321
|
2,991,884
|
9/6/2010-2011
|
|||||||
|
Straight,
Level & Square
|
US
|
HouseRaising,
Inc. - Delaware
|
Assignment
Pending 4/26/2006 to HRI - NC Corp
|
6/24/2003
|
6/25/2003
|
8/31/2004
|
8/31/2014
|
78/266729
|
2,879,409
|
8/31/2009-2010
|
|||||||
|
REVOLUTIONIZING
the Way CUSTOM HOMES are Designed & Built
|
US
|
HouseRaising,
Inc. - Delaware
|
Assignment
Pending 4/26/2006 to HRI - NC Corp
|
3/1/2004
|
6/11/2004
|
12/27/2005
|
12/27/2015
|
78/434121
|
3,034,683
|
12/27/2010-2011
|
|||||||
|
The
MBSIHome Corp
|
US
|
The
MBSIHOME Corp
|
The
MBSIHOME Corp
|
3/1/1999
|
5/14/1999
|
8/22/2000
|
8/22/2010
|
75/706771
|
2,379,123
|
|
|||||||
|
MBSIHOMES
|
US
|
The
MBSIHOME Corp
|
The
MBSIHOME Corp
|
3/1/1999
|
5/14/1999
|
8/29/2000
|
8/29/2010
|
75/706769
|
2,381,024
|
|
|||||||
|
PowerHouse
Specifications
|
US
|
HouseRaising,
Inc. - NC
|
HouseRaising,
Inc.- NC
|
5/5/1999
|
1/18/2006
|
11/27/2007
|
11/27/2017
|
78/793764
|
3,343,913
|
|
|||||||
|
A
Builder's Home
|
US
|
HouseRaising,
Inc. - NC
|
HouseRaising,
Inc.- NC
|
1/1/2006
|
6/19/2007
|
Pending
|
Pending
|
77/209658
|
Pending
|
|
|||||||
|
HouseRaising,
For All the Right Reasons
|
US
|
HouseRaising,
Inc. - NC
|
HouseRaising,
Inc.- NC
|
1/1/2004
|
6/19/2007
|
Pending
|
Pending
|
77/209612
|
|
|
|||||||
|
Together,
We Can Build Your Dream
|
US
|
HouseRaising,
Inc. -NC
|
HouseRaising,
Inc.- NC
|
6/1/2007
|
6/19/2007
|
Pending
- Under Opposition
|
Pending
|
77/209570
|
|
|
|
Domains
|
|
|
|
Domain
Name
|
Management
Company
|
Created
Date
|
|
xxxxxxxxxxxxxxx.xxx
|
Network
Solutions
|
2/10/2001
|
|
xxxxxxxxxxxxxxx.xxx
|
Network
Solutions
|
2/10/2001
|
|
xxxxxxxxxxxxxxxxxxx.xxx
|
XxXxxxx.xxx
|
5/18/2005
|
|
xxxxxxxxxxxxxxxxxxx.xxx
|
XxXxxxx.xxx
|
5/18/2005
|
|
xxxxxxxxxxxx.xxx
|
Network
Solutions
|
5/4/2002
|
|
xxxxxxxxxxxx.xxx
|
Network
Solutions
|
9/14/2001
|
|
xxxxxxxxxxxxxxxxxxxxx.xxx
|
Network
Solutions
|
2/16/2000
|
