THIRD PARTY PLEDGE AGREEMENT
DATE OCTOBER 4, 1999
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PLEDGOR DYNAMIC HEALTH PRODUCTS, INC. SECURED
PARTY FIRST COMMUNITY BANK OF AMERICA
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BUSINESS
OR 0000 XXXXX XXXXX XX. ADDRESS 0000 0XX XXXXXX XXXXX
XXXXXXXXX
ADDRESS
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CITY, CITY,
STATE & LARGO, FL 00000 XXXXX & XX. XXXXXXXXXX, XX 00000
ZIP CODE ZIP CODE
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1. SECURITY INTEREST AND COLLATERAL. To secure (check one):
[ ] the payment and performance of each and every debt, liability and
obligation of every type and description which___________________________
____________________________________________ ("Debtor") may now or at any
time hereafter owe Secured Party (whether such debt, liability or
obligation now exists or is hereafter created or incurred, and whether it
is or may be direct or indirect, due or to become due, absolute or
contingent, primary or secondary, liquidated or unliquidated, or joint,
several or joint and several; all such debts, liabilities and obligations
being herein collectively referred to as the "Obligations"),
[X] the debt, liability or obligation of XXXXXXXXXXXXXX.XXX CORPORATION
("Debtor") to Secured Party evidenced by or arising under the following:
NOTE OF EVEN DATE I/A/Q $100,000.00, and any extensions, renewals or
replacements thereof (herein referred to as the "Obligations").
Pledgor hereby grants Secured Party a security interest (herein called the
"Security Interest") in (check one):
[ ] all property of any kind now or at any time hereafter owned by Pledgor,
or in which Pledgor may now or hereafter have an interest, which may now
be or may at any time hereafter come into the possession or control of
Secured Party or into the possession or control of Secured Party's agents
or correspondents, whether such possession or control is given for
collateral purposes or for safekeeping, together with all proceeds of and
other rights in connection with such property (herein called the
"Collateral").
[X] the property owned by Pledgor and held by Secured Party that is described
as follows: FCB CD #30023878, together with all rights in connection with
that property (herein called the "Collateral").
2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Pledgor represents, warrants and
covenants that:
(a) Pledgor will duly endorse, in blank, each and every instrument
constituting Collateral by signing on said instrument or by signing a separate
document of assignment or transfer, if required by Secured Party.
(b) Pledgor is the owner of the Collateral free and clear of all liens,
encumbrances, security interests and restrictions, except the Security interest
and any restrictive legend appearing on any instrument constituting Collateral.
(c) Pledgor will keep the Collateral free and clear of all liens,
encumbrances and security interests, except the Security Interest.
(d) Pledgor will pay, when due, all taxes and other governmental charges
levied or assessed upon or against any Collateral.
(e) At any time, upon request by Secured Party, Pledgor will deliver to
Secured Party all notices, financial statements, reports or other communications
received by Pledgor as an owner or holder of the Collateral.
(f) Pledgor will upon receipt deliver to Secured Party in pledge as
additional Collateral all securities distributed on account of the Collateral
such as stock dividends and securities resulting from stock splits,
reoganizations and recapitalizations.
3. RIGHTS OF SECURED PARTY. Pledgor agrees that Secured Party may at any time,
whether before or after the occurrence of an Event of Default and without
notice or demand of any kind, (i) notify the obligor on or issuer of any
Collateral to make payment to Secured Party of any amounts due or
distributable thereon, (ii) in Pledgor's name or Secured Party's name enforce
collection of any Collateral by suit or otherwise, or surrender, release or
exchange all or any part of it, or compromise, extend or renew for any period
any obligation evidenced by the Collateral, (iii) receive all proceeds of the
Collateral, and (iv) hold any increase or profits received from the
Collateral as additional security for the Obligations, except that any money
received from the Collateral shall, at Secured Party's option, be applied in
reduction of the Obligations, in such order of application as Secured Party
may determine, or be remitted to Debtor.
THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON PAGE 2 HEREOF.
ALL OF WHICH ARE MADE A PART HEREOF.
DYNAMIC HEALTH PRODUCTS, INC.
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Pledgor's Name
By: /s/ KOTHA SEKHARAM
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Kotha Sekharam
Title: PRESIDENT
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By:_______________________
Title:____________________
(page 1 of 2)
ADDITIONAL PROVISIONS
4. EVENTS OF DEFAULT. Each of the following occurrences shall constitute an
event of default under this Agreement (herein called "Event of Default"): (i)
Debtor shall fail to pay any or all of the Obligations when due or (if payable
on demand) on demand; (ii) Pledgor shall fail to observe or perform any covenant
or agreement herein binding on Pledgor; (iii) any representation or warranty by
Pledgor set forth in this Agreement or made to Secured Party in any financial
statement or report submitted to Secured Party by or on behalf of debtor shall
prove materially false or misleading; (iv) Debtor shall voluntarily file or have
involuntarily filed against it a petition under the United States Bankruptcy
Code.
5. REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of Default
and at any time thereafter, Secured Party may exercise any one or more of the
following rights or remedies: (i) declare all unmatured Obligations to be
immediately due and payable, and the same shall thereupon be immediately due and
payable, without presentment or other notice or demand; (ii) exercise all voting
and other rights as a holder of the Collateral; (iii) exercise and enforce any
or all rights and remedies available upon default to a secured party under the
Uniform Commercial Code, including the right to offer and sell the Collateral
available upon default to a secured party under the Uniform Commercial Code,
including the right to offer and sell the Collateral privately to purchasers who
will agree to take the Collateral for investment and not with a view to
distribution and who will agree to the imposition of restrictive legends on the
certificates representing the Collateral, and the right to arrange for a sale
which would otherwise qualify as exempt from registration under the Securities
Act of 1933; and if notice to Pledgor of any intended disposition of the
Collateral or any other intended action is required by law in a particular
instance, such notice shall be deemed commercially reasonable if given at least
10 calendar days prior to the date of intended disposition or other action; (iv)
exercise or enforce any or all other rights or remedies available to Secured
Party by law or agreement against the Collateral, against Pledgor or against any
other person or property. Upon the occurrence of the Event of Default described
in Section 4; (iv) all Obligations shall be immediately due and payable without
demand or notice therof.
6. WAIVERS BY PLEDGOR. Pledgor waives notice of Secured Party's acceptance
hereof and notice of the creation, existence and payment or nonpayment of the
Obligations. None of the following acts or things (which Secured Party is
authorized to do or not to do with or without notice to Pledgor) shall in any
way affect or impair the Security Interest or Pledgor's liabilities and
obligations hereunder; (a) any extension or renewal (whether or not for longer
than the original period) of any or all of the Obligations; (b) any change in
the terms of payment or other terms of any or all of the Obligations or any
Collateral therefor, or any substitution or exchange of any evidence of any or
all of the Obligations or collateral therefor, or any release of any collateral
for any or all of the Obligations; (c) any waiver or forebearance granted to
Debtor or any other person liable with respect to any or all of the Obligations
or any release of, compromise with, or failure to assert rights against Debtor
or any such other person; (d) the procurement or failure to procure any other
collateral for or guarantors or sureties of any or all of the Obligations; (e)
the transfer to any person, at any time, of any interest in any of the
Obligations or any collateral therefor; (f) any arrangement, composition,
extension, moratoria or other relief granted to Debtor pursuant to any statute
now in force or hereafter enacted; (g) any interruption in business relations
between Secured Party and Debtor; (h) the failure or neglect to protect or
preserve any Obligation or any collateral therefor, or to exercise any right
which may be available to Secured Party by law or agreement prior to or after an
Event of Default or a default under any other agreement, or any delay in doing
any of the foregoing; (i) the failure or neglect to ascertain or assure that the
proceeds of any loan to Debtor are used in any particular manner; and (k) the
application or failure to apply in any particular manner any payments or credits
upon the Obligations.
7. OTHER COLLATERAL. Whether or not Pledgor requests or demands that Secured
Party do so, Secured Party shall not be required before exercising and enforcing
its rights under this Agreement first to resort for payment of the Obligations
to Debtor or to any quarantor or surety or other person obligated with respect
to any Obligation, or to their properties or estates, or to any security
interest or other collateral securing payment of any or all of the Obligations,
or to any other interest, properties, liens, rights or remedies whatsoever.
Pledgor agrees to defer exercising, and hereby waives, any and all rights which
Pledgor might otherwise have to obtain reimbursement or payment from Debtor or
other persons obligated with respect to any or all of the Obligations or out of
the property of Debtor or of such other persons (whether such rights to obtain
reimbursement or payment are rights of recourse, rights of subrogation, rights
of contribution, or otherwise) until all the Obligations shall have been fully
paid to Secured Party.
8. MISCELLANEOUS. Any disposition of the Collateral in the manner provided in
Section 5 shall be deemed commercially reasonable. This Agreement can be waived,
modified, amended, terminated or discharged, and the Security Interest can be
released, only explicitly in a writing signed by Secured Party. A waiver signed
by Secured Party shall be effective only in the specific instance and for the
specific purpose given. Mere delay or failure to act shall not preclude the
exercise or enforcement of any Secured Party's rights or remedies. All rights
and remedies of Secured Party shall be cumulative and may be exercised
singularly or concurrently, at Secured Party's option, and the exercise or
enforcement of any one such right or remedy shall neither be a condition to nor
bar the exercise or enforcement of any other. All notices to be given to Pledgor
shall be deemed sufficiently given if delievered or mailed by registered or
certified mail, postage prepaid, to Pledgor at its address set forth above or at
the most recent address shown on Secured Party's records. Secured Party's duty
of care with respect to Collateral in its possession (as imposed by law) shall
be deemed fulfilled if Secured Party exercises reasonable care in physically
safekeeping such Collateral or, in the case of Collateral in the custody or
possession of a bailee or other third person exercises reasonable care in the
selection of the bailee or other third person, and Secured Party need not
otherwise preserve, protect, insure or care for any Collateral. Secured Party
shall not be obligated to preserve any rights Pledgor may have against prior
parties, to exercise at all or in any particular manner any voting rights which
may be available with respect to any Collateral, to realize on the Collateral at
all or in any particular manner or order, or to apply any cash proceeds of
Collateral in any particular order of application. Pledgor will reimburse
Secured Party for all expenses (including reasonable attorneys' fees and legal
expenses) incurred by Secured Party in the protection, defense or enforcement of
the Security Interest, including expenses incurred in any litigation or
bankruptcy or insolvency proceedings. This Agreement shall be binding upon and
inure to the benefit of Pledgor and Secured Party and their respective heirs,
representatives, successors and assigns and shall take effect when signed by
Pledgor and delivered to Secured Party. Except to the extent otherwise required
by law, this Agreement shall be governed by the laws of the state in which it is
executed and, unless the context otherwise requires, all terms used herein which
are defined in Articles 1 and 9 of the Uniform Commercial Code, as in effect in
said state, shall have the meanings therein stated. If any provision or
application of this Agreement is held unlawful or unenforceable in any respect,
such illegality or unenforceability shall not affect other provisions or
applications which can be given effect, and this Agreement shall be construed as
if the unlawful or unenforceable provision or application had never been
contained herein or prescribed hereby. All representations and warranties
contained in this Agreement shall survive the execution, delivery and
performance of this Agreement and the creation and payment of the Obligations.
If this Agreement is signed by more than one person as Pledgor, the term
"Pledgor" shall refer to each of them separately and to both or all of them
jointly; all such person shall be bound both severally and jointly with the
other(s); and all property described in Section 1 shall be included as part of
the Collateral, whether it is owned jointly by both or all Pledgors or is owned
in whole or in part by one (or more) of them.
(page 2 of 2)
DYNAMIC HEALTH PRODUCTS, INC.
0000 XXXXX XXXXX XX.
XXXXX, XX 00000
Account holder's name and address: "I" means the account holder named above. If
there is more than one, "I" means all account holders jointly and each
account holder separately.
Date: OCTOBER 4, 1999
Assignment of deposit or share account: For value received, I assign and
transfer to you, and I give you a security interest in the following
account(s): FIRST COMMUNITY BANK
CERTIFICATE OF DEPOST #30023878 I/A/O
$500,000.00
and any renewals or substitutions. These account(s) will be referred to as
the collateral in the rest of this agreement. The collateral is held with:
FIRST COMMUNITY BANK OF AMERICA
0000 0XX XX. X.
XX. XXXXXXXXXX, XXXXXXX 00000
which will be referred to as the depository in the rest of this agreement.
The collateral includes all funds now in the accounts listed plus all
additions of any kind and from any source, made at any time before the
release of this agreement in writing.
Secured debt(s): This agreement is made to secure the payment of:
[ ] ALL PRESENT AND FUTURE DEBTS, of every kind and description which:
may now or hereafter owe to you, no matter how or when these debts
arise. (We intend this paragraph to be very broad. For example, "debts"
include loans or credit purchases, made by or transferred to you, as
well as debts arising from any other relationship such as check
overdrafts, forgeries, or returned deposits. These also include debts
arising from any capacity (maker, co-maker, endorser, surety,
guarantor).) If more than one person or entity is listed, then all
joint and separate debts of all those listed are secured.
[X] the following described debt(s), plus all extensions, renewals,
modifications and substitutions: NONE OF EVEN DATE
I/A/O $100,000.00
FIRST COMMUNITY BANK OF AMERICA
0000 0XX XXXXXX XXXXX
XX. XXXXXXXXXX, XX 00000
Secured party's name and address: "You" means the secured party named above,
your successors and assigns.
Additional terms: The following terms are also part of this agreement:
(1) This agreement will last until you release it in writing, and you are not
required to release it until the secured debts are paid in full.
(2) While this agreement is in effect, neither I nor anyone else (except you,
the secured party) can withdraw all or any part of the collateral.
(3) No joint owner, beneficiary, surviving spouse or representative of my
estate gets any rights in the collateral in the even of my death or
incapacity until the secured debts are paid in full.
(4) You have the right to withdraw all or any part of the collateral and apply
the withdrawal toward the payment of the secured debt(s), even if the
withdrawal causes a penalty. If a secured debt is in default you can
exercise this right without any notice to me or my consent (unless such
notice or consent is required by law and cannot be waived). You have the
right to sign my name (or sign your name as my attorney in fact) to
exercise the rights given to you in this agreement.
(5) I represent and promise that no other person or entity has any rights in
the collateral that have priority over those I am giving you here and that
no part of the collateral is exempt or protected by law from this
agreement.
(6) The rights and remedies I am giving you here are in addition to any stated
in any other agreements. If there is more than one debt secured, more than
one type of collateral (including collateral outside of the agreement) or
more than one debtor liable, it is entirely in your discretion as to the
order and timing of remedies you select.
(7) I neither assume nor am excused from personal liability for any of the
secured debts merely by making this agreement; my personal liability will
be determined by referring to other documents. I do assume personal
liability for the warranties and representations made in this agreement.
(8) A debt secured by this agreement (whether specifically listed or not)
includes all sums that could possibly be due under the debt.
(9) I specifically request and direct the depository to honor and accept this
agreement and its terms.
SIGNATURE(S) OF ACCOUNT HOLDER(S): BY SIGNING HERE WE ACCEPT THE TERMS OF THIS
AGREEMENT AND ACKNOWLEDGE RECEIPT OF A COPY
BY:/s/ KOTHA SEKHARAM
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Kotha Sekharam PRESIDENT
Notice to depository: Acknowledgement by the depository: Release by secured party:
Date: OCTOBER 4, 1999 Date: OCTOBER 4, 1999 Date:
To: FIRST COMMUNITY BANK To: To: FIRST COMMUNITY BANK
[ ] This confirms our oral
notice dated:
Please take notice of this agreement. We have received your notice of this This is to advise you that the assignment
Please confirm your receipt of this agreement. We agree that no account and security interest in the collateral
notice and your acceptance of its holder or any other person (other than described above has been released and
terms by completing the you, the secured party) has any right the original certificate, or passbook or
acknowlegement portion and to make any withdrawals from the other evidence of the collateral (if any)
returning a copy to the secured party. collateral until this agreement is has been returned to the account
released in writing by you. holder(s).
