EXHIBIT 10.73
_______________
Contract Number
SECURITY AGREEMENT
(GENERAL)
GALACTICOMM TECHNOLOGIES, INC., A FLORIDA CORPORATION
(Name(s) of Borrower(s))
(and if more than one, each of them jointly and severally), hereinafter called
"Borrower", of 0000 XX 00XX XXXXXX, XXXXX 000 XXXX XXXXXXXXXX
(No. and Street) (City)
BROWARD FL, for value received, hereby grants to
[County] [State]
CAPITAL BANK, A FLORIDA BANKING CORPORATION hereinafter called "Secured Party",
a security interest in the following property:
ALL INVENTORY, ACCOUNTS, CONTRACT RIGHTS, GENERAL INTANGIBLES, FURNITURE,
FIXTURES, LEASEHOLD IMPROVEMENTS AND EQUIPMENT, WHEREVER SITUATED, NOW OWNED
BY THE BORROWER OR HEREAFTER ACQUIRED, TOGETHER WITH THE PROCEEDS OF THE ABOVE
DESCRIBED COLLATERAL AS SECURITY FOR PRESENT AND FUTURE ADVANCES.
together with all accessories, parts, equipment. and accessions now attached to
or used in connection therewith or which may hereafter at any time be placed in
or added to the above-described property, and also any and all replacements of
any such property (all of which is hereinafter called "Collateral"), to secure
the payment of that certain indebtedness evidenced by a promissory note or notes
executed by Borrower in the amount of TWO HUNDRED THOUSAND AND 00/100 Dollars
($200,000.00) of even date,herewith, and any and all extensions or renewals
thereof, and any and all other liabilities or obligations of the Borrower to the
Secured Party, direct or indirect, absolute or contingent, now existing or
hereafter arising, now due or hereafter to become due (all hereinafter called
the "Obligations.").
Borrower hereby warrants and agrees that:
1. The Collateral is acquired or used primarily for [ ]personal, family,
or household purposes; [X]business use; or [ ]farming operations; and, if
checked here [ ] is being acquired with the proceeds of the loan provided for
in or secured by this agreement, and the Secured Party may disburse such
proceeds or any part thereof directly to the seller of the Collateral.
2. The Collateral will be kept at SAME AS ABOVE or if left blank
the address shown at the beginning of this agreement: Borrower will promptly
notify Secured party of any change in the location of the Collateral within said
state; and Borrower will not remove the Collateral from said state without the
written consent of Secured Party.
3. If the Collateral is acquired or used primarily for personal, family or
household purposes, or for farming operations use, borrowers residence in
Florida is that shown at the beginning of this agreement and Borrower will
immediately notify Secured Party of any change in the location of said
residence.
4. If the Collateral is to be attached to real estate, a description of
the real estate, located in ___________County, Florida, is as follows,
________________________________________________________________________________
_______________________________________________________________________________,
and the name of the known owner is:____________________________________________;
and if the Collateral is attached to real estate prior to the perfection of the
security interest granted hereby, Borrower will, on demand of Secured Party,
furnish the latter with a disclaimer or disclaimers, signed by all persons
having an interest in the real estate, of any interest in the Collateral that is
prior to Secured Party's interest.
5. If the Collateral is acquired or used primarily for business use and is
of a type normally used in more than one state, whether or not so used, and
Borrower has a place of Business in more than one state, the chief place of
business of Borrower is:_______________________________________________________
(No. and Street]
_______________________________________________________________________________
[City] (County] (State]
if left blank, is that shown at the beginning of this agreement, and Borrower
will immediately notify Secured Party in writing of any change in Borrower's
chief place of business; and if certificates of title are issued or outstanding
with respect to any of the Collateral. Borrower will cause the interest of
Secured Party to be properly noted thereon.
6. Except for the security interest granted hereby, Borrower is the owner
of the Collateral free from any adverse lien, security interest, or encumbrance;
and Borrower will defend the Collateral against all claims and demands of all
persons at any time claiming the same or any interest thereon.
7. No Financing Statement covering any Collateral or any proceeds thereof
is on file in any public office; Borrower authorizes Secured Party to file, in
jurisdictions where this authorization will be given effect, a Financing
Statement signed only by the Secured Party describing the Collateral in the Same
manner as t is described herein; and from time to time at the request of Secured
Party, execute one or more Financing Statements and such other documents (and
pay the cost of filing or recording the same in all public offices deemed
necessary or desirable by the Secured Party) and do such other acts and things,
all as the Secured Party may request to establish and maintain a valid security
interest in the Collateral (free of all other liens and claims whatsoever) to
secure the payment of the Obligations, including, without limitation, deposit
with Secured Party of any certificate of title issuable with respect to any of
the Collateral and notation thereon of the security interest hereunder.
8. Borrower will not sell, transfer, lease, or otherwise dispose of any
of the Collateral or any interest therein, or offer so to do, without the prior
written consent of Secured Party.
9. Borrower will at all times keep the Collateral insured against loss,
damage, theft, and such other risks as Secured Party may require in such amounts
and companies and under such policies and in such form, and for such periods, as
shall be satisfactory to Secured Party, and each such Policy shall provide that
loss thereunder and proceeds payable thereunder shall be payable to Secured
Party as its interest may appear (and Secured Party may apply any proceeds of
such insurance which may be received by Secured Party toward payment of the
Obligations, whether or not due, in such order of application as Secured Party
may determine) and each such policy shall provide for 10 days' written minimum
cancellation notice to Secured Party; and each such policy shall, if Secured
Party so requests, be deposited with Secured Party; and Secured Party may act as
attorney for Borrower in obtaining, settling, and cancelling such insurance and
endorsing any drafts.
10. Borrower shall at all times keep the Collateral free from any adverse
lien, security interest, or encumbrance and in good order and repair and will
not waste or destroy the Collateral or any part thereof; and Borrower will not
use the Collateral in violation of any statute or ordinance; and Secured Party
may examine and inspect the Collateral at any time, wherever located.
11. Borrower will pay promptly when due all taxes and assessments upon the
Collateral or for its use or operation or upon this agreement or upon any note
or notes evidencing the Obligations, or any of them.
12. At its option, Secured Party may discharge taxes, liens or security
interests or other encumbrances at any time levied or placed on the Collateral,
may pay for insurance an the Collateral, and may pay for the maintenance and
preservation of the Collateral. Borrower agrees to reimburse Secured Party on
demand for any payment made, or any expense incurred, by Secured Party, pursuant
to the foregoing authorization. Until default, Borrower may have possession of
the Collateral and use it in any lawful manner not inconsistent with this
agreement and not inconsistent with any policy of insurance thereon.
13. Borrower shall be in default under this agreement upon the happening
of any of the following events or conditions: (a) failure or omission to pay
when due any Obligation (or any installment thereof or interest thereon), or
default in the payment or performance of any obligation, covenant, agreement, or
liability contained or referred to herein; (b) any warranty, representation, or
statement made or furnished to Secured Party by or on behalf of any Borrower
Proves to have been false in any material respect when made or furnished; (c)
loss, theft, substantial damage, destruction, sale, or encumbrance to or of any
of the Collateral, or the making of any levy, seizure, or attachment thereof or
thereon; (d) any Obligor (which term, as used herein, shall mean each Borrower
and each other party primarily or secondarily or contingently liable on any of
the Obligations) becomes insolvent or unable to pay debts as they mature or
makes an assignment for the benefit of creditors, or any proceeding is
instituted by or against any Obligor alleging that such Obligor is insolvent or
unable to pay debts as they mature: (e) entry of any judgment against any
Obligor; (t) death of any Obligor who is a natural person, or of any partner of
any Obligor which is a partnership; (g) dissolution, merger or consolidation, or
transfer of a substantial part of the property of any Obligor which is a
corporation or a partnership; (h) appointment of a receiver for the Collateral
or any thereof or for any property in which any Borrower has an interest.
14. Upon the occurrence of any such default or at any time thereafter, or
whenever the Secured Party feels insecure for any reason whatsoever, Secured
Party may, at its option, declare all Obligations secured hereby, or any of them
(notwithstanding any provisions thereof), immediately due and payable without
demand or notice of-any kind and the same thereupon shall immediately become and
be due and payable without demand or notice (but with such adjustments, if any,
with respect to interest or other charges as may be provided for in the
promissory note or other writing evidencing such liability), and Secured Party
shall have and may exercise from time to time any and all rights and remedies of
a Secured Party under the Uniform Commercial Code and any and all rights and
remedies available to it under any other applicable law; and upon request or
demand of Secured Party, Borrower shall, at its expense assemble the Collateral
and make it available to the Secured Party at a convenient place acceptable to
Secured Party; and Borrower shall promptly pay all costs of Secured Party of
collection of any and all the Obligations, and enforcement of rights hereunder.
including reasonable attorneys' fees and legal expenses and expenses of any
repairs to any of the Collateral and expenses of any repairs to any realty or
other property to which any of the Collateral may be affixed or be a part.
Unless the Collateral is perishable or threatens to decline speedily in value or
is of a type customarily sold on a recognized market, Secured Party will give
Borrower reasonable notice of the time and place of any Public sale thereof or
of the time after which any private sale or any other intended disposition
thereof is to be made. The requirements of reasonable notice shall be met if
such notice is mailed, postage prepaid, to any Borrower at the address of
Borrower shown at the beginning of this agreement or at any other address shown
on the records of Secured Party, at least five days before the time of the sale
or disposition. Expenses of retaking, holding, preparing for sale, selling, or
the like, shall include Secured Party's reasonable attorneys' fees and legal
expenses. Upon disposition of any Collateral after the occurrence of any default
hereunder or if Secured Party feels insecure for any reason, Borrower shall be
and remain liable for any deficiency; and Secured Party shall account to
Borrower for any surplus, but Secured Party shall have the right to apply all or
any part of such surplus (or to hold the same as a reserve against) all or any
of the Obligations. whether or not they, or any of them, be then due, and in
such order of application as Secured Party may from time to time eject.
15. No waiver by Secured Party of any default shall operate as a waiver of
any other default or of the same default on a future occasion. No delay or
omission an the part of Secured Party in exercising any right or remedy shall
operate as a waiver thereof, and no single or partial exercise by Secured Party
of any right or remedy shall preclude any other or further exercise thereof or
the exercise of any other right or remedy. Time is of the essence of this
agreement. The provisions of this agreement are cumulative and in addition to
the Provisions of any note secured by this agreement and Secured Party shall
have all the benefits, rights and remedies of and under any note secured hereby.
If more than one party shall execute this agreement, the term "Borrower" shall
mean all parties signing this agreement and each of them, and all such parties
shall be jointly and severally obligated and liable hereunder. The singular pro-
noun, when used herein, shall include the plural. If this agreement is not dated
when executed by the Borrower, the Secured Party is authorized without notice
to the Borrower, to date this agreement. This agreement shall become effective
as of the date of this agreement. All rights of Secured Party hereunder shall
inure to the benefit of its successors and assigns; and all Obligations of
Borrower shall bind the heirs, executors, administrators, successors and assigns
of each Borrower.
16. This agreement has been delivered in the State of Florida and shall be
construed in accordance with the laws of Florida. Wherever 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 of this agreement
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
agreement.
IN WITNESS HEREOF this agreement has been duly executed as of the 5TH day
of NOVEMBER 1997.
GALACTICOMM TECHNOLOGIES, INC.
Signed, sealed and delivered A FLORIDA CORPORATION
in the presence of:
/s/ [illegible] BY: /s/ XXXXX XXXX
----------------------------- --------------------------(SEAL)
XXXXX XXXX, C.E.O./SECRETARY
----------------------------- --------------------------(SEAL)
--------------------------(SEAL)
Borrower
(Secured Party need sign only
if agreement is to be used as
a Financing Statement.)
XXXXX XXXX, PERSONALLY KNOWN TO
ME SIGNED BEFORE ME THIS 9TH DAY
OF JANUARY 1998 IN BROWARD
COUNTY FLORIDA
/s/ XXXXXXX XXXXXX XXXX
-----------------------
XXXXXXX XXXXXX XXXX
[SEAL] NOTARY PUBLIC
STATE OF FLORIDA
XXXXXXX XXXXXX XXXX
COMMISSION #CC557571
EXPIRES MAY 27, 2000
