STAR E MEDIA CORPORATION
00000 XXXXXXX
XXXXXXXX XXXXX, XX 00000
TEL (000) 000-0000 FAX (000) 000-0000
TAX I.D. NO. 00-0000000
TRADEMARK SECURITY AGREEMENT, dated December 27, 2002, between Star E Media
Corporation, a Nevada corporation (the "Debtor"), and Xxxxx X. Xxxxxxxx, as
agent for the Lenders listed on Schedule A of the Secured Promissory Note dated
the date hereof (the "Secured Party").
WHEREAS, the Debtor has issued a Secured Promissory Note dated December 27, 2002
(as amended and in effect from time to time, the "Credit Agreement"), with the
Secured Party, pursuant to which the Secured Party, subject to the terms and
conditions contained therein, is making a loan in the principal amount of
$230,000.00 to the Debtor; and
WHEREAS, the Debtor and Secured Party have entered into a Security Agreement
dated the date hereof which grants to Secured Party a security interest in all
of Debtor's assets, including without limitation Debtor's trademarks; and
WHEREAS, such Security Agreement requires Debtor to enter into this Trademark
Security Agreement (hereinafter the "Trademark Agreement");
Debtor and Secured Party hereby agree as follows:
SECTION 1. Definitions; Interpretation.
(a) Terms Defined in Security Agreement and Credit Agreement. All
capitalized terms used in this Trademark Agreement and not otherwise defined
herein shall have the meanings assigned to them in the Security Agreement and
the Credit Agreement.
(b) Certain Defined Terms. As used in this Trademark Agreement, the
following terms shall have the following meanings:
"Collateral" has the meaning set forth in Section 2.
"Credit Agreement" means that certain Secured Promissory Note, dated the
date hereof, between Debtor and Secured Party.
"PTO" means the United States Patent and Trademark Office.
"UCC" means the Uniform Commercial Code as in effect in the State of
Nevada.
(c) Terms Defined in UCC. Where applicable in the context of this
Trademark Agreement and except as otherwise defined herein, terms used in this
Trademark Agreement shall have the meanings assigned to them in the UCC.
SECTION 2. Security Interest.
(a) Grant of Security Interest. As security for the payment and performance
of the Obligations, Debtor hereby grants to Secured Party a security interest
in, and a mortgage upon, all of Debtor's right, title and interest in, to and
under the following property, in each case whether now or hereafter existing or
arising or in which Debtor now has or hereafter owns, acquires or develops an
interest and wherever located (collectively, the "Collateral"):
(i) all state (including common law), federal and foreign trademarks,
service marks and trade names, and applications for registration of such
trademarks, service marks and trade names (but excluding any application to
register any trademark, service xxxx or other xxxx xxxxx to the filing
under applicable law of a verified statement of use (or the equivalent) for
such trademark, service xxxx or other xxxx to the extent the creation of a
security interest therein or the grant of a mortgage thereon would void or
invalidate such trademark, service xxxx or other xxxx), all licenses
relating to any of the foregoing and all income and royalties with respect
to any licenses (including such marks, names and applications as described
in Schedule A), whether registered or unregistered and wherever registered,
all rights to xxx for past, present or future infringement or unconsented
use thereof, all rights arising therefrom and pertaining thereto and all
reissues, extensions and renewals thereof;
(ii) the entire goodwill of or associated with the businesses now or
hereafter conducted by Debtor connected with and symbolized by any of the
aforementioned properties and assets;
(iii) all general intangibles and all intangible intellectual or other
similar property of Debtor of any kind or nature, associated with or
arising out of any of the aforementioned properties and assets and not
otherwise described above; and
(iv) all proceeds of any and all of the foregoing Collateral
(including license royalties, rights to payment, accounts receivable and
proceeds of infringement suits) and, to the extent not otherwise included,
all payments under insurance (whether or not Secured Party is the loss
payee thereof) or any indemnity, warranty or guaranty payable by reason of
loss or damage to or otherwise with respect to the foregoing Collateral.
(b) Continuing Security Interest. Debtor agrees that this Trademark
Agreement shall create a continuing security interest in the Collateral which
shall remain in effect until terminated in accordance with Section 11.
SECTION 3. Supplement to Credit Agreement. This Trademark Agreement has been
entered into in conjunction with the security interests granted to Secured Party
under the Credit Agreement and the Security Agreement. The rights and remedies
of Secured Party with respect to the security interests granted herein are
without prejudice to, and are in addition to those set forth in the Credit
Agreement and the Security Agreement, all terms and provisions of which are
incorporated herein by reference.
SECTION 4. Representations and Warranties. Debtor represents and warrants to
Secured Party that:
(a) Trademarks. A true and correct list of all of the existing Collateral
consisting of U.S. trademarks, trademark registrations or applications owned by
Debtor, in whole or in part, is set forth in Schedule A.
SECTION 5. Further Acts. On a continuing basis, Debtor shall make, execute,
acknowledge and deliver, and file and record in the proper filing and recording
places, all such instruments and documents, and take all such action as may be
necessary or advisable or may be requested by Secured Party to carry out the
intent and purposes of this Trademark Agreement, or for assuring, confirming or
protecting the grant or perfection of the security interest granted or purported
to be granted hereby, to ensure Debtor's compliance with this Trademark
Agreement or to enable Secured Party to exercise and enforce its rights and
remedies hereunder with respect to the Collateral, including any documents for
filing with the PTO or any applicable state office. Secured Party may record
this Trademark Agreement, an abstract thereof, or any other document describing
Secured Party's interest in the Collateral with the PTO, at the expense
of Debtor. In addition, Debtor authorizes Secured Party to file financing
statements describing the Collateral in any UCC filing office deemed appropriate
by Secured Party. If the Debtor shall at any time hold or acquire a commercial
tort claim arising with respect to the Collateral, the Debtor shall immediately
notify Secured Party in a writing signed by the Debtor of the brief details
thereof and grant to the Secured Party in such writing a security interest
therein and in the proceeds thereof, all upon the terms of this Trademark
Agreement, with such writing to be in form and substance satisfactory to the
Secured Party.
SECTION 6. Authorization to Supplement. If Debtor shall obtain rights to any
new trademarks, the provisions of this Trademark Agreement shall automatically
apply thereto. Debtor shall give prompt notice in writing to Secured Party with
respect to any such new trademarks or renewal or extension of any trademark
registration. Without limiting Debtor's obligations under this Xxxxxxx 0,
Xxxxxx authorizes Secured Party to modify this Trademark Agreement by amending
Schedule A to include any such new patent or trademark rights. Notwithstanding
the foregoing, no failure to so modify this Trademark Agreement or amend
Schedule A shall in any way affect, invalidate or detract from Secured Party's
continuing security interest in all Collateral, whether or not listed on
Schedule A.
SECTION 7. Binding Effect. This Trademark Agreement shall be binding upon,
inure to the benefit of and be enforceable by Debtor, Secured Party and their
respective successors and assigns. Debtor may not assign, transfer, hypothecate
or otherwise convey its rights, benefits, obligations or duties hereunder except
as specifically permitted by the Credit Agreement.
SECTION 8. Governing Law. This Trademark Agreement shall be governed by, and
construed in accordance with, the law of the State of Nevada, except as required
by mandatory provisions of law or to the extent the validity, perfection or
priority of the security interests hereunder, or the remedies hereunder, in
respect of any Collateral are governed by the law of a jurisdiction other than
Nevada.
SECTION 9. Entire Agreement; Amendment. This Trademark Agreement, the Security
Agreement and the Credit Agreement, together with the Schedules hereto
and thereto, contains the entire agreement of the parties with respect
to the subject matter hereof and supersedes all prior drafts and communica-
tions relating to such subject matter. Neither this Trademark Agreement nor
any provision hereof may be modified, amended or waived except by the
written agreement of the parties. Notwithstanding the foregoing, Secured Party
unilaterally may re-execute this Trademark Agreement or modify, amend or
supplement the Schedules hereto as provided in Section 6 hereof. To the extent
that any provision of this Trademark Agreement conflicts with any provision of
the Security Agreement or the Credit Agreement, the provision giving Secured
Party greater rights or remedies shall govern, it being understood that the
purpose of this Trademark Agreement is to add to, and not detract from, the
rights granted to Secured Party under the Security Agreement and the Credit
Agreement.
SECTION 10. Counterparts. This Trademark Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute but one and the same agreement. Delivery
of an executed counterpart of this Trademark Agreement by facsimile shall be
equally as effective as delivery of a manually executed counterpart. Any party
hereto delivering a counterpart of this Trademark Agreement by facsimile shall
also deliver a manually executed counterpart, but the failure to so deliver a
manually executed counterpart shall not affect the validity, enforceability, or
binding effect hereof.
SECTION 11. Termination. Upon payment and performance in full of all
Obligations, the security interests created by this Trademark Agreement shall
terminate and Secured Party (at Debtor's expense) shall promptly execute and
deliver to Debtor such documents and instruments reasonably requested by Debtor
as shall be necessary to evidence termination of all such security interests
given by Debtor to Secured Party hereunder, including cancellation of this
Trademark Agreement by written notice from Secured Party to the PTO.
SECTION 12. No Inconsistent Requirements. Debtor acknowledges that this
Trademark Agreement and the other documents, agreements and instruments entered
into or executed in connection herewith may contain covenants and other terms
and provisions variously stated regarding the same or similar matters, and
Debtor agrees that all such covenants, terms and provisions are cumulative and
all shall be performed and satisfied in accordance with their respective terms.
SECTION 13. Severability. If one or more provisions contained in this Trademark
Agreement shall be invalid, illegal or unenforceable in any respect in any
jurisdiction or with respect to any party, such invalidity, illegality or
unenforceability in such jurisdiction or with respect to such party shall, to
the fullest extent permitted by applicable law, not invalidate or render illegal
or unenforceable any such provision in any other jurisdiction or with respect to
any other party, or any other provisions of this Trademark Agreement.
SECTION 14. Notices. All notices and other communications hereunder shall be in
writing and shall be mailed, sent or delivered in accordance with the Security
Agreement and the Credit Agreement.
IN WITNESS WHEREOF, intending to be legally bound, the Debtor has caused this
Agreement to be duly executed as of the date first above written.
Star E Media Corporation
/s/ E. G. Xxxxxxxxx
By:---------------------------------------------
E.G.(Gene) Xxxxxxxxx, President & COO
Accepted:
Secured Party
/s/ Xxxxx X. Xxxxxxxx
By:---------------------------------------------
Xxxxx X. Xxxxxxxx, Agent
CERTIFICATE OF ACKNOWLEDGMENT )
STATE OF CALIFORNIA )
) ss.
ORANGE COUNTY )
Before me, the undersigned, a Notary Public in and for the county aforesaid, on
this ___ day of December, 2002, personally appeared _______________________ to
me known personally, and who, being by me duly sworn, deposes and says that he
is the ________________________ of Star E Media Corp., and that said instrument
was signed and sealed on behalf of said Star E Media Corp. by authority of its
Board of Directors, and said __________________ acknowledged said instrument to
be the free act and deed of said Star E Media Corp.
Notary Public
My commission expires
SCHEDULE A
TO THE TRADEMARK SECURITY AGREEMENT
Debtor: Star E Media Corp.
U.S. Trademarks of Star E Media Corp.
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Registration No. Registration Date Registered Owner Xxxx
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None. None. None. None.
Pending U.S. Trademark Applications of Star E Media Corp.
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Serial No. Filing Date Applicant Xxxx
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78-106742 2/4/02 E. G. Xxxxxxxxx Star E Media
