THIS AGREEMENT (this Agreement) is dated October 26, 2005 BETWEEN: BACKGROUND: IT IS AGREED as follows:

Exhibit 10.103

THIS AGREEMENT (this Agreement) is dated October 26, 2005

BETWEEN:

1. WARP TECHNOLOGY HOLDINGS, INC. as pledgor (the Pledgor); and

2. FORTRESS CREDIT CORP., as collateral agent for the Finance Parties party to the Credit Agreement described below (in this capacity the Collateral Agent).

BACKGROUND:

(A) The Pledgor enters into this Agreement in connection with the Credit Agreement dated August 2, 2005 between Warp Technology Holdings, Inc. as Original Borrower, certain of its Subsidiaries as Guarantors and Fortress Credit Corp. as Original Lender and Agent (as amended, modified or supplemented from time to time, the Credit Agreement).

(B) Pursuant to Section 2.1 of the Credit Agreement, on August 2, 2005, Fortress Credit Corp. loaned the Pledgor $10,000,000.00. On the date hereof, pursuant to Section 2.1 of the Credit Agreement, Fortess Credit Corp. has made an additional loan of $15,000,000.00 to the Pledgor to allow the Pledgor to acquire the following companies: Xxxxx Corporation, Foresight Software, Inc., Process Software, LLC, ProfitKey International, LLC and Tesseract Corporation (the Tranche B Loan).

(C) It is a condition precedent to the Tranche B Loan that the Pledgor grant Fortress Credit Corp. a security interest in the limited liability company interest of the Pledgor in Foresight Software, Inc.

IT IS AGREED as follows:

1. INTERPRETATION

1.1		Definitions
		In this Agreement:
		Event of Default means an event specified as such in Clause 9.1 (Events of Default). Issuer means Foresight Software, Inc., a Delaware corporation.

Lien means any security interest, lien, mortgage, pledge, encumbrance, charge, assignment, hypothecation, adverse claim, claim, or restriction on assignment, transfer or pledge or any other arrangement having the effect of conferring security.

Pledged Collateral means:

(a) the Pledged Shares;

(b) all additional shares, securities, and interests in the Issuer, and all warrants, rights, and options to purchase or receive shares, securities, or interests in either Issuer, in which the Pledgor at any time has or obtains any interest; and

(c) all dividends, interest, revenues, income, distributions, and proceeds of any kind, whether cash, instruments, securities, or other property, received by or distributable to the Pledgor in respect of, or in exchange for, the Pledged Shares or any other Pledged Collateral.

Pledged Shares means the shares of capital stock of the Issuer described in Schedule 1 (Pledged Shares) to this Agreement.

Relevant States means each of:

(a) the state of the Pledgor’s incorporation or organization, or if the Pledgor is incorporated or organized under the laws of a jurisdiction outside the United States, Puerto Rico, the United States Virgin Islands or any territory or possession subject to the jurisdiction of the United States and does not have its chief executive office or sole place of business in any state, then the District of Columbia; and

(b) the state where the Pledgor has its chief executive office or sole place of business.

Secured Liabilities means each liability and obligation specified in Clause 2 (Secured Liabilities).

Security mean any security interest created by this Agreement.

Security Period means the period beginning on the date of this Agreement and ending on the date on which all the Secured Liabilities have been indefeasibly, unconditionally and irrevocably paid and discharged in full. The Security Period will be extended to take into account any extension or reinstatement of this Agreement under Clause 3.2(b) (General). Furthermore, if the Collateral Agent considers that an amount paid to it or a Finance Party under a Finance Document is capable of being avoided or otherwise set aside on the bankruptcy, liquidation, insolvency or administration of the payer or otherwise then that amount will not be considered to have been irrevocably paid for the purposes of this Agreement.

UCC means the Uniform Commercial Code as in effect on the date of this Agreement in the State of New York.

1.2 Construction

(a) Any term defined in the UCC and not defined in this Agreement has the meaning given to that term in the UCC.

(b) Any term defined in the Credit Agreement and not defined in this Agreement or the UCC has the meaning given to that term in the Credit Agreement.

(c) No reference to proceeds in this Agreement authorizes any sale, transfer or other disposition of Collateral by the Pledgor.

(d) In this Agreement, unless the contrary intention appears, a reference to:

(i) an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;

(ii) Clause, a Subclause or a Schedule is a reference to a Clause or Subclause of, or a Schedule to, this Agreement;

(iii) a law is a reference to that law as amended or re-enacted and to any successor law;

(iv) an agreement is a reference to that agreement as amended;

(v) fraudulent transfer law means any applicable U.S. Bankruptcy Law or state fraudulent transfer or conveyance statute, and the related case law;

(vi) law includes any law, statute, regulation, regulatory requirement, rule, ordinance, ruling, decision, treaty, directive, order, guideline, regulation, policy, writ, judgment, injunction or request of any court or other governmental, inter-governmental or supranational body, officer or official, fiscal or monetary authority, or other ministry or public entity (and their interpretation, administration and application), whether or not having the force of law; and

(e) In this Agreement:

(i) includes and including are not limiting;

(ii) or is not exclusive; and

(iii) the headings are for convenience only, do not constitute part of this Agreement and are not to be used in construing it.

2. SECURED LIABILITIES

2.1		Secured Liabilities
		Each obligation and liability whether:

(a) present or future, actual, contingent or unliquidated; or

(b) owed jointly or severally (or in any other capacity whatsoever),

of each Obligor to any Finance Party under or in connection with each Finance Document is a Secured Liability.

2.2		Specification of Secured Liabilities
		The Secured Liabilities include any liability or obligation for:

(a) repayment of the principal of any Credit;

(b) payment of interest and any other amount payable under the Credit Agreement;

(c) payment and performance of all other obligations and liabilities of any Obligor under the Finance Documents;

(d) payment of any amount owed under any amendment, modification, renewal, extension or novation of any of the above obligations; and

(e) payment of an amount which arises after a petition is filed by, or against, the Pledgor or any other Obligor under the US Bankruptcy Code of 1978 even if the obligations do not accrue because of the automatic stay under Section 362 of the US Bankruptcy Code of 1978 or otherwise.

3. CREATION OF PLEDGE AND SECURITY

3.1 Security interest

As security for the prompt and complete payment and performance of the Secured Liabilities when due (whether due because of stated maturity, acceleration, mandatory prepayment, or otherwise) and to induce the Lenders to make the Loans, the Pledgor pledges to the Collateral Agent for the benefit of the Finance Parties, and grants to the Collateral Agent for the benefit of the Finance Parties a continuing security interest in, the Pledged Collateral.

3.2 General

(a) All the Security created under this Agreement:

(i) is continuing security for the irrevocable and indefeasible payment in full of the Secured Liabilities, regardless of any intermediate payment or discharge in whole or in part;

(ii) is in addition to, and not in any way prejudiced by, any other security now or subsequently held by any Finance Party.

(b) If, at any time for any reason (including the bankruptcy, insolvency, receivership, reorganization, dissolution or liquidation of the Pledgor, the Issuer, or any other Obligor or the appointment of any receiver, intervenor or conservator of, or agent or similar official for, the Pledgor, the Issuer, or any other Obligor or any of their respective properties), any payment received by the Collateral Agent or any other Finance Party in respect of the Secured Liabilities is rescinded or avoided or must otherwise be restored or returned by the Collateral Agent or any other Finance Party, that payment will not be considered to have been made for purposes of this Agreement, and this Agreement will continue to be effective or will be reinstated, if necessary, as if that payment had not been made.

(c) This Agreement is enforceable against the Pledgor to the maximum extent permitted by the fraudulent transfer laws.

4. PERFECTION AND FURTHER ASSURANCES

4.1 General perfection

The Pledgor must take, at its own expense, promptly, and in any event within any applicable time limit:

(a) whatever action is necessary; and

(b) any other action which the Collateral Agent or any other Finance Party may reasonably require,

to ensure that this Security is as of the date hereof, and will continue to be until the end of the Security Period, a validly created, attached, enforceable and perfected first priority (except to the extent priority is affected as a result of a Permitted Encumbrance) continuing security interest in the Pledged Collateral, in all relevant jurisdictions, securing payment and performance of the Secured Liabilities.

This includes the giving of any notice, order or direction, the making of any filing or registration, the passing of any resolution and the execution and delivery of any documents or agreements which the Collateral Agent may reasonably require.

4.2 Delivery of certificates

(a) The Pledgor represents and warrants that it has delivered to the Collateral Agent (or as directed by the Collateral Agent) in the State of New York all original certificates, instruments and stock powers evidencing or representing or providing for the transfer of the Pledged Shares existing on the date of this Agreement.

(b) The Pledgor must deliver to the Collateral Agent (or as directed by the Collateral Agent), immediately upon receipt, all original certificates and instruments evidencing or representing any Pledged Collateral arising or acquired by the Pledgor after the date of this Agreement.

(c) All Pledged Collateral delivered under this Agreement will be either:

(i) duly endorsed and in suitable form for transfer by delivery; or

(ii) accompanied by undated instruments of transfer endorsed in blank,

as directed by the Collateral Agent, and in form and substance satisfactory to the Collateral Agent.

(d) Until the end of the Security Period, the Collateral Agent will hold (directly or through an agent) all certificates, instruments, and stock powers delivered to it.

(e) At any time and from time to time, the Collateral Agent will have the right to exchange certificates or instruments evidencing or representing Pledged Collateral for certificates or instruments of smaller or larger denominations.

4.3 Filing of financing statements

(a) The Pledgor authorizes the Collateral Agent to prepare and file, at the Pledgor’s expense:

(i) financing statements describing the Pledged Collateral;

(ii) continuation statements; and

(iii) any amendment in respect of those statements.

(b) Promptly after filing an initial financing statement in respect of the Pledged Collateral, the Pledgor must provide the Collateral Agent with an official report from the Secretary of State of each Relevant State indicating that the Collateral Agent’s security interest in the Pledged Collateral is prior to all other security interests or other interests reflected in the report.

4.4 Communication with Issuer

The Pledgor authorizes the Collateral Agent at any time and from time to time to communicate with the Issuer with regard to any matter relating to any Pledged Collateral; provided however that, if an Event of Default has not occurred, the Collateral Agent shall provide the Pledgor with prior notice of any such communication with the Issuer and the Pledgor shall be permitted to participate in such communications.

4.5 Further assurances

(a) The Pledgor must take, at its own expense, promptly, and in any event within any applicable time limit, whatever action the Collateral Agent may reasonably require for:

(i) creating, attaching, perfecting and protecting, and maintaining the priority of, any security interest intended to be created by this Agreement;

(ii) facilitating the enforcement of this Security or the exercise of any right, power or discretion exercisable by the Collateral Agent or any of its delegates or sub-delegates in respect of any of the Pledged Collateral;

(iii) obtaining possession and control of any Pledged Collateral; and

(iv) facilitating the assignment or transfer of any rights and/or obligations of the Collateral Agent or any other Finance Party under this Agreement.

This includes the execution and delivery of any transfer, assignment or other agreement or document, whether to the Collateral Agent or its nominee, which the Collateral Agent may reasonably request.

(b) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions referred to in paragraph (a) above without notice to or the consent of the Pledgor following either (i) the Pledgor’s failure to promptly take any action requested by the Collateral Agent pursuant to paragraph (a) above or (ii) the occurrence of an Event of Default. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney.

5. SURETYSHIP PROVISIONS

5.1 Nature of Pledgor’s obligations

(a) The Pledgor’s obligations under this Agreement are independent of any obligation of the Obligors or any other person.

(b) A separate action or actions may be brought and prosecuted against the Pledgor under this Agreement.

(c) The Collateral Agent may enforce its rights under this Agreement, whether or not any action is brought or prosecuted against the Obligors or any other person and whether or not the Obligors or any other person is joined in any action under this Agreement.

5.2 Waiver of defenses

(a) The obligations of the Pledgor under this Agreement will not be affected by, and the Pledgor irrevocably waives any defense it might have by virtue of, any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Agreement (whether or not known to it or any Finance Party). This includes:

(i) any time, forbearance, extension or waiver granted to, or composition or compromise with, another person;

(ii) any taking, variation, compromise, exchange, renewal or release of, or any refusal or failure to perfect, or enforce, any rights against, or security over assets of, any person;

(iii) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security;

(iv) any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any person;

(v) any amendment, restatement, or novation (however fundamental) of a Finance Document or any other document, guaranty or security;

(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document, guaranty or security, the intent of the parties being that the Collateral Agent’s security interest in the Pledged Collateral and the Pledgor’s obligations under this Agreement are to remain in full force and be construed accordingly, as if there were no unenforceability, illegality or invalidity;

(vii) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation is for the purposes of the Pledgor’s obligations under this Agreement construed as if there were no such circumstance; or

(viii) the acceptance or taking of other guaranties or security for the Secured Liabilities, or the settlement, release or substitution of any guaranty or security or of any endorser, guarantor or other obligor in respect of the Secured Liabilities.

(b) The Pledgor unconditionally and irrevocably waives (to the extent such waiver is not prohibited by applicable law):

(i) diligence, presentment, demand for performance, notice of non-performance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional indebtedness of the Obligors to the Collateral Agent or the other Finance Parties, notice of acceptance of this Agreement, and notices of any other kind whatsoever;

(ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy;

(iii) the benefit of any statute of limitations affecting any Obligor’s obligations under the Finance Documents or the Pledgor’s obligations under this Agreement or the enforcement of this Agreement or the Collateral Agent’s security interest in the Pledged Collateral; and

(iv) any offset or counterclaim or other right, defense, or claim based on, or in the nature of, any obligation now or later owed to the Pledgor by the Obligors, the Collateral Agent or any other Finance Party.

(c) The Pledgor irrevocably and unconditionally authorizes the Collateral Agent and the other Finance Parties to take any action in respect of the Secured Liabilities or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, without notice to or the consent of the Pledgor and irrespective of any change in the financial condition of any Obligor.

5.3 Immediate recourse

The Pledgor waives any right it may have of first requiring the Collateral Agent or any other Finance Party (or any trustee or agent on their behalf) to proceed against or enforce any other rights, security or other guaranty or claim payment from any person before claiming from the Pledgor under this Agreement and enforcing the Collateral Agent’s security interest in the Pledged Collateral.

5.4 Appropriations

Until the expiry of the Security Period, the Collateral Agent and each other Finance Party (or any trustee or agent on their behalf) may:

(a) refrain from applying or enforcing any other moneys, security, guaranties or rights held or received by the Collateral Agent or that other Finance Party (or any trustee or agent on their behalf) in respect of the Secured Liabilities; provided that to the extent the Collateral Agent receives cash, such amount shall be applied to the payment of any amounts then due and owing under the Credit Agreement,

(b) apply and enforce them in such manner and order as it sees fit (whether against the Secured Liabilities or otherwise); and

(c) hold in a suspense account any moneys received from any realization of the Pledged Collateral, from the Pledgor or on account of the Pledgor’s liability under this Agreement or any other Finance Document, without liability to pay interest on those moneys.

5.5		Non-competition
		Unless:

(a) the Security Period has expired, or

(b) the Collateral Agent otherwise directs in writing:

the Pledgor will not, after a claim has been made by the Collateral Agent or any other Finance Party against the Pledgor or any other Obligor, or by virtue of any payment or performance by the Pledgor under this Agreement:

(i) be subrogated to any rights, security or moneys held, received or receivable by the Collateral Agent or any other Finance Party (or any trustee or agent on their behalf);

(ii) be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Pledgor’s liability under this Agreement or any other Finance Document;

(iii) claim, rank, prove or vote as a creditor of any Obligor or its estate in competition with the Collateral Agent or any other Finance Party (or any trustee or agent on their behalf); or

(iv) receive, claim or have the benefit of any payment, distribution or security from or on account of any Obligor, or exercise any right of set-off as against any Obligor.

The Pledgor must hold in trust for and immediately pay or transfer to the Collateral Agent (or as directed by the Collateral Agent) for the Finance Parties any payment or distribution or benefit of security received by it contrary to this Subclause or in accordance with any directions given by the Collateral Agent under this Subclause.

5.6 Waiver of subrogation

Notwithstanding any provision to the contrary in any guaranty given by the Pledgor in respect of the Secured Liabilities, the Pledgor:

(a) irrevocably and unconditionally waives, until the end of the Security Period, for the benefit of the Collateral Agent and the other Finance Parties; and

(b) agrees not to claim or assert after the Collateral Agent has exercised its rights under Clause 8 (When Security becomes enforceable),

any right of subrogation, contribution or indemnity it may have against any Obligor as a result of any payment under that guaranty or in respect of the Secured Liabilities.

5.7		Election of remedies
(a)		The Pledgor understands that the exercise by the Collateral Agent and the other Finance Parties of certain rights and remedies contained in the Finance Documents may affect or eliminate the Pledgor’s right of subrogation and reimbursement against		the Obligors and that the Pledgor may therefore incur a partially or totally non-reimbursable liability under this Agreement.

(b) The Pledgor expressly authorizes the Collateral Agent and the other Finance Parties to pursue their rights and remedies with respect to the Secured Liabilities in any order or fashion they deem appropriate, in their sole and absolute discretion.

(c)
5.8 The Pledgor waives any defense
arising out of the absence,
impairment, or loss of any or all
rights of recourse, reimbursement,
contribution, or subrogation or
any other rights or remedies of
the Pledgor against any Obligor,
any other person or any security,
whether resulting from
Information concerning the Obligors any election of rights or remedies by the Collateral Agent or the
other Finance Parties, or otherwise.

(a) The Pledgor represents and warrants to the Collateral Agent and the other Finance Parties that the Pledgor is affiliated with each Obligor or is otherwise in a position to have access to all relevant information bearing on the present and continuing creditworthiness of each Obligor and the risk that any Obligor will be unable to pay the Secured Liabilities when due.

(b) The Pledgor waives any requirement that the Collateral Agent or the other Finance Parties advise the Pledgor of information known to the Collateral Agent or any other Finance Party regarding the financial condition or business of any Obligor, or any other circumstance bearing on the risk of non-performance of the Secured Liabilities.

(c) The Pledgor assumes sole responsibility for keeping informed of the financial condition and business of each Obligor.

6. REPRESENTATIONS AND WARRANTIES

6.1 Representations and warranties

The representations and warranties set out in this Clause are made by the Pledgor to each Finance Party.

6.2 The Pledgor

(a) It is incorporated under the laws of the State of Nevada.

(b) Its exact legal name, as it appears in the public records of its jurisdiction of incorporation or organization, is Warp Technology Holdings, Inc. It has not changed its name, whether by amendment of its organizational documents, reorganization, merger or otherwise, since its date of incorporation.

(c) Its jurisdiction of incorporation does not issue organizational identification numbers.

(d) Its chief executive office is located at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx XX 00000. The Pledgor has not changed its chief executive office within the past five years.

(e) It keeps at its address indicated in Clause 18 (Notices) its corporate records and all records, documents and instruments constituting, relating to or evidencing Pledged Collateral, except for the Pledged Collateral delivered to the Collateral Agent in compliance with Clause 4.2 (Delivery of certificates).

6.3 The Pledged Collateral

(a) The Issuer keeps at its address at 000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000 its corporate records, stock ledger and all records, documents and instruments relating to or evidencing the Pledged Collateral.

(b) The Pledged Shares have been duly authorized and are validly issued, fully-paid and non-assessable.

The Pledged Shares constitute all of the issued and outstanding equity or ownership interests in each Issuer, and there are no other equity or ownership interests in either Issuer, options or rights to acquire or subscribe for any such interests, or securities or instruments convertible into or exchangeable or exercisable for any such interests.

(c) Except as permitted under the Credit Agreement:

(i) it is the sole legal and beneficial owner of, and has the power to transfer and grant a security interest in the Pledged Shares and all other Pledged Collateral now in existence;

(ii) none of the Pledged Collateral is subject to any Lien other than the Collateral Agent’s security interest;

(iii) it has not agreed or committed to sell, assign, pledge, transfer, license, lease or encumber any of the Pledged Collateral, or granted any option, warrant, or right with respect to any of the Pledged Collateral; and

(iv) no effective mortgage, deed of trust, financing statement, security agreement or other instrument similar in effect is on file or of record with respect to any Pledged Collateral, except for those that create, perfect or evidence the Collateral Agent’s security interest.

(d) No litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, involving or affecting the Pledged Collateral, and none of the Pledged Collateral is subject to any order, writ, injunction, execution or attachment.

(e) None of the Pledged Collateral constitutes “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

6.4 No liability

(a) Its rights, interests, liabilities and obligations under contractual obligations that constitute part of the Pledged Collateral are not affected by this Agreement or the exercise by the Collateral Agent of its rights under this Agreement;

(b) neither the Collateral Agent nor any other Finance Party, unless it expressly agrees in writing, will have any liabilities or obligations under any contractual obligation that constitutes part of the Pledged Collateral as a result of this Agreement, the exercise by the Collateral Agent of its rights under this Agreement or otherwise; and

(c) neither the Collateral Agent nor any other Finance Party has or will have any obligation to collect upon or enforce any contractual obligation or claim that constitutes part of the Pledged Collateral, or to take any other action with respect to the Pledged Collateral.

6.5 Consideration and solvency

(a) Terms used in this Subclause have the meanings given to them in, and must be construed in accordance with, the fraudulent transfer laws.

(b) It will receive valuable direct and indirect benefits as a result of the transactions financed by the Loans and these benefits constitute “reasonably equivalent value” and “fair consideration” as those terms are used in the fraudulent transfer laws.

(c) To the best of its knowledge, the Finance Parties have acted in good faith in connection with the transactions contemplated by this Agreement.

(d) The sum of its debts (including its obligations under this Agreement) is less than the value of its property (calculated at the lesser of fair valuation and present fair saleable value).

(e) Its capital is not unreasonably small to conduct its business as currently conducted or as proposed to be conducted.

(f) It has not incurred, does not intend to incur and does not believe it will incur debts beyond its ability to pay as they mature.

(g) It has not made a transfer or incurred an obligation under this Agreement with the intent to hinder, delay or defraud any of its present or future creditors.

6.6 Times for making representations and warranties

(a) The representations and warranties set out in this Agreement (including in this Clause) are made on the date of this Agreement.

(b) Unless a representation and warranty is expressed to be given at a specific date, all representations and warranties under this Agreement are deemed to be repeated by the Pledgor on the date of each Request and the first day of each Term during the Security Period with reference to the facts and circumstances then existing.

(c) When representations and warranties are repeated, they are applied to the circumstances existing at the time of repetition.

(d) The representations and warranties of the Pledgor contained in this Agreement or made by the Pledgor in any certificate, notice or report delivered under this Agreement will survive each Drawdown Date, the making and repayment of the Loans, and any novation, transfer or assignment of the Loans.

7. UNDERTAKINGS

7.1		Undertakings
7.2		The Pledgor agrees to be bound by the covenants set out in this Clause. The Pledgor

(a) Except as expressly permitted by the Credit Agreement, the Pledgor:

(i) must preserve its corporate existence and will not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets;

(ii) must not change the jurisdiction of its incorporation or organization;

(iii) must not change its name without providing the Collateral Agent with 30 days’ prior written notice; and

(iv) must keep at its address indicated in Clause 18 (Notices) its corporate records and all records, documents and instruments constituting, relating to or evidencing Pledged Collateral, except for the Pledged Collateral delivered to the Collateral Agent in compliance with Clause 4.2 (Delivery of certificates).

(b) The Pledgor permits the Collateral Agent and its agents and representatives, during normal business hours and upon reasonable notice, to inspect the Pledged Collateral, to examine and make copies of and abstracts from the records referred to in paragraph (a)(iv) above, and to discuss matters relating to the Pledged Collateral directly with the Pledgor’s officers and employees.

(c) At the Collateral Agent’s request, the Pledgor must provide the Collateral Agent with any information concerning the Collateral that the Collateral Agent may reasonably request.

7.3 The Pledged Collateral

(a) The Pledgor will cause each Issuer to keep and maintain, at its address indicated in Clause 6.3(a) (The Pledged Collateral) its corporate records and all records, documents and instruments constituting, relating to, or evidencing Pledged Collateral. The Pledgor agrees to cause each Issuer to permit the Collateral Agent and its agents and representatives during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Issuer and its records directly with the Issuer’s officers and employees.

(b) Except as expressly permitted by the Credit Agreement or this Agreement, the Pledgor:

(i) must maintain sole legal and beneficial ownership of the Pledged Collateral;

(ii) must not permit any Pledged Collateral to be subject to any Lien other than the Collateral Agent’s security interest and must at all times warrant and defend the Collateral Agent’s security interest in the Pledged Collateral against all other Liens and claimants;

(iii) must not sell, assign, transfer, pledge, license, lease or encumber, or grant any option, warrant, or right with respect to, any of the Pledged Collateral, or agree or contract to do any of the foregoing;

(iv) must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Pledged Collateral; and

(v) must not take any action which would result in a reduction in the value of any Pledged Collateral.

(c) The Pledgor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Pledged Collateral) all taxes, assessments and charges imposed on or in respect of Pledged Collateral and all claims against the Pledged Collateral.

(d) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or the Collateral Agent’s security interest, the Pledgor must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien on any of the Pledged Collateral.

(e) Except for dividends permissible under clause 18.16 of the Credit Agreement and made in compliance with that clause, the Pledgor will not permit the Issuer to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any shares of capital stock or other ownership interests in the Issuer now or later outstanding, or make any distribution of assets or property to its shareholder as such.

(f) The Pledgor will not permit the Issuer to cancel or change the terms of the Pledged Shares, or authorize, create or issue any additional shares of capital stock or ownership interests in the Issuer. The Pledgor will not effect or permit any change of control of the Issuer.

(g) The Pledgor will take no action, and will not permit the Issuer to take any action, that could cause any of the Pledged Collateral to constitute “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

7.4 Notices

(a) The Pledgor must give the Collateral Agent prompt notice of the occurrence of any of the following events:

(i) any pending or threatened claim, suit, legal action, arbitration or other proceeding involving or affecting the Pledgor, either Issuer or any Pledged Collateral which could reasonably be expected to impair the Collateral Agent’s security interest or, the Collateral Agent’s rights under this Agreement or result in the imposition of a Lien on any Pledged Collateral; or

(ii) any representation or warranty contained in this Agreement is or becomes untrue, incorrect or incomplete in any material respect.

(b) Each notice delivered under this Clause, must include:

(i) reasonable details about the event; and

(ii) the Pledgor’s proposed course of action.

Delivery of a notice under this Clause does not affect the Pledgor’s obligations to comply with any other term of this Agreement.

8. WHEN SECURITY BECOMES ENFORCEABLE

This Security may be enforced by the Collateral Agent at any time after an Event of Default has occurred.

9. ENFORCEMENT OF SECURITY

9.1		Events of Default
		Each of the events set out in this Subclause is an Event of Default.

(a) The Pledgor does not comply with Clause 7.3(b) (The Pledged Collateral);

(b) The Pledgor does not comply with any other term of this Agreement or any Control Agreement unless the non-compliance:

(i) is capable of remedy; and

(ii) is remedied within 20 days of the Collateral Agent giving notice to the Pledgor;

(c) a representation or warranty made or repeated in this Agreement is untrue or incorrect in any material aspect when made or deemed to be repeated;

(d) any attachment, execution or levy is made in respect of any part of the Pledged Collateral; or

(e) an “Event of Default” (as that term is defined in the Credit Agreement) occurs.

9.2 General

(a) After this Security has become enforceable, the Collateral Agent may immediately, in its absolute discretion, exercise any right under:

(i) applicable law; or

(ii) this Agreement,

to enforce all or any part of the Security in respect of any Pledged Collateral in any manner or order it sees fit.

(b) This includes:

(i) any rights and remedies available to the Collateral Agent under applicable law and under the UCC (whether or not the UCC applies to the affected Pledged Collateral and regardless of whether or not the UCC is the law of the jurisdiction where the rights or remedies are asserted) as if those rights and remedies were set forth in this Agreement in full;

(ii) transferring or assigning to, or registering in the name of, the Collateral Agent or its nominees any of the Pledged Collateral;

(iii) exercising any voting, consent, management and other rights relating to any Pledged Collateral;

(iv) performing or complying with any contractual obligation that constitutes part of the Pledged Collateral;

(v) receiving, endorsing, negotiating, executing and delivering or collecting upon any check, draft, note, acceptance, instrument, document, contract, agreement, receipt, release, xxxx of lading, invoice, endorsement, assignment, xxxx of sale, deed, security, share certificate, stock power, proxy, or instrument of conveyance or transfer constituting or relating to any Pledged Collateral;

(vi) asserting, instituting, filing, defending, settling, compromising, adjusting, discounting or releasing any suit, action, claim, counterclaim, right of set-off or other right or interest relating to any Pledged Collateral;

(vii) executing and delivering acquittances, receipts and releases in respect of Pledged Collateral; and

(viii) exercising any other right or remedy available to the Collateral Agent under the other Finance Documents or any other agreement between the parties.

9.3 Dividend and voting rights

(a) So long as no Event of Default has occurred and is continuing, the Pledgor will be entitled to exercise all voting and other consensual rights with respect to the Pledged Collateral for any purpose not inconsistent with the terms of the Finance Documents and to receive and retain all dividends and other payments in respect of the Pledged Collateral to the extent permitted by the Finance Documents.

(b) Upon the occurrence and during the continuation of an Event of Default, all rights of the Pledgor to exercise voting and other consensual rights with respect to the Pledged Collateral and to receive dividends and other payments in respect of the Pledged Collateral will cease, and all these rights will immediately become vested solely in the Collateral Agent or its nominees, and the Pledgor grants the Collateral Agent or its nominees the Pledgor’s irrevocable and unconditional proxy for this purpose. After the occurrence and during the continuation of an Event of Default, any dividends and other payments in respect of the Pledged Collateral received by the Pledgor will be held in trust for the Collateral Agent, and the Pledgor will keep all such amounts separate and apart from all other funds and property so as to be capable of identification as the property of the Collateral Agent and will deliver these amounts at such time as the Collateral Agent may request to the Collateral Agent in the identical form received, properly endorsed or assigned if required to enable the Collateral Agent to complete collection.

9.4 Collateral Agent’s rights upon default

(a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney.

(b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral.

(c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral.

(d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral.

(e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral.

(f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care.

(g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor).

(h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account.

(i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral.

(j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will:

(i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and

(ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

9.5 with respect to that item of Pledged Collateral.
No Marshaling

(a) The Collateral Agent need not, and the Pledgor irrevocably waives and agrees that it will not invoke or assert any law requiring the Collateral Agent to:

(i) attempt to satisfy the Secured Liabilities by collecting them from any other person liable for them; or

(ii) marshal any security or guarantee securing payment or performance of the Secured Liabilities or any particular asset of the Pledgor.

(b) The Collateral Agent may release, modify or waive any collateral or guarantee provided by any other person to secure any of the Secured Liabilities, without affecting the Collateral Agent’s rights against the Pledgor.

10. APPLICATION OF PROCEEDS

Any moneys received in connection with the Pledged Collateral by the Collateral Agent after this Security has become enforceable must be applied in the following order of priority:

(a) first, in or towards payment of or provision for all costs and expenses incurred by the Collateral Agent or any other Finance Party in connection with the enforcement of this Security;

(b) second, in or towards payment of, or provision for, the Secured Liabilities; and

(c) third, in payment of the surplus (if any) to the Pledgor or any other person entitled to it under applicable law or the Intercreditor Agreement.

This Clause is subject to the payment of any claims having priority over this Security. This Clause does not prejudice the right of any Finance Party to recover any shortfall from the Pledgor.

11. EXPENSES AND INDEMNITY

(a) The Pledgor must pay immediately on demand to the Collateral Agent all costs and expenses incurred by the Collateral Agent any other Finance Party, attorney, manager, delegate, sub-delegate, agent or other person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:

(i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral;

(ii) costs of maintaining or preserving the Pledged Collateral or assembling it or preparing it for transfer, disposition or sale;

(iii) costs of obtaining money damages; and

(iv) fees and expenses of attorneys employed by the Collateral Agent for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.

(b) The Pledgor must indemnify and keep indemnified the Collateral Agent, the other Finance Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person (including any Finance Party) in any way relating to or arising out of:

(i) this Agreement;

(ii)
(iii)
(iv) the Pledged Collateral;
the Collateral Agent’s security interest in the Pledged Collateral;
any Event of Default;

(v) any action taken or omitted by the Collateral Agent under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or

(vi) any transfer sale or other disposition of or any realization on Pledged Collateral.

(c) The Pledgor will not be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of the Pledgor under this indemnity.

(d) This Clause survives the date hereof, the making and repayment of the Loans, any novation, transfer or assignment of the Loans and the termination of this Agreement.

12. DELEGATION

12.1 Power of attorney

The Collateral Agent may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable by it under or in connection with this Agreement.

12.2 Terms

Any such delegation may be made upon any terms (including power to sub-delegate) which the Collateral Agent may think fit.

13. EVIDENCE AND CALCULATIONS

In the absence of manifest error, the records of the Collateral Agent are conclusive evidence of the existence and the amount of the Secured Liabilities.

14. CHANGES TO THE PARTIES

14.1 Pledgor

The Pledgor may not assign, delegate or transfer any of its rights or obligations under this Agreement without the consent of the Lenders, and any purported assignment, delegation or transfer in violation of this provision shall be void and of no effect.

14.2 Collateral Agent

(a) The Collateral Agent may assign or transfer its rights and obligations under this Agreement in the manner permitted under the Credit Agreement.

(b) The Pledgor waives and will not assert against any assignee of the Collateral Agent any claims, defenses or set-offs which the Pledgor could assert against the Collateral Agent except for defenses which cannot be waived under applicable law.

14.3 Successors and assigns

This Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the Pledgor and the Collateral Agent.

15. MISCELLANEOUS

15.1 Amendments and waivers

Any term of this Agreement may be amended or waived only by the written agreement of the Pledgor and the Collateral Agent.

15.2 Waivers and remedies cumulative

(a) The rights and remedies of the Collateral Agent under this Agreement:

(i) may be exercised as often as necessary;

(ii) are cumulative and not exclusive of its rights under applicable law; and

(iii) may be waived only in writing and specifically.

(b) Delay in exercising, or non-exercise, of any right or remedy under this Agreement is not a waiver of that right or remedy.

15.3 Counterparts

This Agreement may be executed in counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

16. SEVERABILITY

If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other term of this Agreement; or

(b) the legality, validity or enforceability in any other jurisdiction of that or any other term of this Agreement.

17. RELEASE

At the end of the Security Period, the Collateral Agent must, at the request and cost of the Pledgor, take whatever action is necessary to release the Pledged Collateral from this Security.

18. NOTICES

18.1 Notices

Any communication in connection with this Agreement must be given in writing and, unless otherwise stated, must be given in person or by fax.

18.2 Contact Details

(a) The contact details of the Pledgor for this purpose are:

Address:		Warp Technology Holdings Inc.
		000 Xxxxxxxx Xxx.
		Xxxxxxxxx, XX 00000
Fax:			000-000-0000
Attention:		Chief Executive Officer and Chief Legal Officer

(b) The contact details of the Collateral Agent for this purpose are:

Address:		Fortress Credit Corp.
		0000 Xxxxxx xx xxx Xxxxxxxx
		Xxx Xxxx, XX 00000
Fax:			000-000-0000
Attention:		Xxxx Xxxx

(c) Either party may change its contact details by giving five Business Days’ notice to the other party.

(c) Where a party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that department or officer.

18.3 Effectiveness

(a) Except as provided below, any communication in connection with this Agreement will be deemed to be given as follows:

(i) if delivered in person, at the time of delivery;

(ii) if by fax, when sent with confirmation of transmission.

(b) A communication given under this Clause but received on a non-working day or after business hours on a working day in the place of receipt will only be deemed to be given on the next working day in that place.

19. GOVERNING LAW

This Agreement, the relationship between the Pledgor and the Finance Parties and any claim or dispute (whether sounding in contract, tort, statute or otherwise) relating to this Agreement or that relationship shall be governed by and construed in accordance with law of the State of New York including section 5-1401 of the New York General Obligations Law but excluding any other conflict of law rules that would lead to the application of the law of another jurisdiction. If the law of a jurisdiction other than New York is, under section 1-105(2) of the UCC, mandatorily applicable to the perfection, priority or enforcement of any security interest granted under this Agreement in respect of any part of the Pledged Collateral, that other law shall apply solely to the matters of perfection, priority or enforcement to which it is mandatorily applicable.

20. ENFORCEMENT

20.1 Jurisdiction

(a) For the benefit of the Collateral Agent, the Pledgor agrees that any New York State court or Federal court sitting in the City and County of New York has jurisdiction to settle any disputes and any judgment, order or award in connection with this Agreement and accordingly submits to the jurisdiction of those courts.

(b) The Pledgor:

(i) waives objection to the New York State and Federal courts on grounds of personal jurisdiction, inconvenient forum or otherwise as regards proceedings in connection with this Agreement; and

(ii) agrees that a judgment or order of a New York State or Federal court in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

(d) Nothing in this Clause limits the right of the Collateral Agent or any other Finance Party to bring proceedings against the Pledgor in connection with this Agreement:

(i) in any other court of competent jurisdiction; or

(ii) concurrently in more than one jurisdiction.

20.2 Service of process

The Pledgor consents to the service of process relating to any proceedings by a notice given in accordance with Clause 18 (Notices).

20.3 Waiver of immunity

To the extent that the Pledgor has or hereafter may acquire any immunity from jurisdiction of any court or from legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its properties, the Pledgor irrevocably waives that immunity in respect of its obligations under this Agreement.

20.4 Complete agreement

This Agreement and the other Finance Documents contain the complete agreement between the parties on the matters to which they relate and supersede all prior commitments, agreements and understandings, whether written or oral, on those matters.

20.5 Waiver of Jury Trial

THE PLEDGOR AND THE SECURITY AGENT (FOR ITSELF AND ON BEHALF OF THE OTHER FINANCE PARTIES) WAIVE ANY RIGHTS THEY MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED ON OR ARISING FROM THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

The undersigned, intending to be legally bound, have executed and delivered this Agreement on the date stated at the beginning of this Agreement.

SCHEDULE 1

PLEDGED SHARES

Certificate No.5 representing 12,000,000 common shares in Foresight Software, Inc., constituting 100% of the issued and outstanding common stock of Foresight Software, Inc.

SIGNATORIES

Pledgor

WARP TECHNOLOGY HOLDINGS, INC.

By: /s/ Xxxxxx X. Xxxxxxxxx

Name: Xxxxxx X. Xxxxxxxxx

An authorized officer

:

Collateral Agent

FORTRESS CREDIT CORP.

By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Chief Operating Officer