as Shareholder
Exhibit 2(ii)
PLEDGE AND SECURITY AGREEMENT
PLEDGE AND SECURITY AGREEMENT, dated as of August 1, 1999, is made by
Enviro-Clean of America, Inc., a Nevada Corporation (the "Acquiror"), in favor
of Xxxxxxx Xxxxx (the "Shareholder").
WITNESSETH:
WHEREAS, Acquiror has issued and delivered to the Shareholder a promissory
note in the principal amount of Nine Hundred Thousand Dollars ($900,000)
maturing on August 1, 2001 (the "Note"), evidencing certain payment obligations
of Acquiror to the Shareholder under an Agreement and Plan of Merger dated as
of August 1, 1999 among Acquiror, Cleaning Ideas Corp., a Nevada corporation and
a wholly owned subsidiary of Acquiror, Cleaning Ideas, Inc., Xxxxxxx X. Xxxxx
and the Shareholder (the "Merger Agreement ");
WHEREAS, pursuant to the Merger Agreement, Cleaning Ideas, Inc. is being
merged into Cleaning Ideas Corp. (the "Surviving Company"):
NOW, THEREFORE, in consideration of the promises contained herein and to
induce the Shareholder to enter into the Merger Agreement , Acquiror hereby
agrees with the Shareholder as follows:
ARTICLE 1.
DEFINED TERMS
1.1 Definitions.
(a) Unless otherwise defined herein, terms defined in the Merger
Agreement and used herein shall have the meanings given to them in the Merger
Agreement :
(b) The following terms shall have the following meanings:
"Agreement" this Security Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.
"Code" the Uniform Commercial Code as from time to time in effect in
the State of Texas.
"Default" shall mean the failure of Acquiror to pay any installment of
principal or
interest on the Note for a period of thirty (30) days after receipt by Acquiror
of written notice from the Shareholder specifying the amount unpaid.
"Obligations" the collective reference to the unpaid principal of and
interest on the Note.
"Receivable" any right to payment for goods sold or leased or for
services rendered, whether or not such right is evidenced by an Instrument or
Chattel Paper and whether or not it has been earned by performance (including,
without limitation, any Account).
"Stock" means the shares of the common stock, $.001 par value, of the
Surviving Company being pledged hereunder to secure the obligations of Acquiror
under the Note, constituting all the issued and outstanding capital stock of the
Surviving Company, and any hereafter acquired shares of capital stock of the
Surviving Company (the "Stock"), any certificates evidencing the Stock and all
right, title and interest of Acquiror in the Stock.
The terms "Accounts", "Chattel Paper", "Documents", "Instruments",
"Inventory" and "Proceeds" shall have the meanings ascribed to such terms in the
Code.
1.2 Other Definitional Provisions.
(a) The words "hereof", "herein", "hereto" and "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement, and
Section, subsection and Schedule references are to this Agreement unless
otherwise specified.
(b) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.
ARTICLE II.
GRANT OF SECURITY INTEREST
As collateral security for the prompt and complete payment and performance
when due of the Obligations, Acquiror and the Surviving Company hereby grant to
the Shareholder a security interest in all of the following assets, wherever
located, now owned or at any time hereafter acquired by the Surviving Company in
which the Surviving Company now has or at any time in the future may acquire any
right, title or interest (collectively, the "Collateral"):
(a) all Accounts resulting from any Receivables;
(b) all Chattel Paper resulting from any Receivables;
(c) all Inventory;
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(d) all Receivables;
(e) all books and records pertaining to the Collateral;
(f) the Stock; and
(g) to the extent not otherwise included, all Proceeds and products
of any and all of the foregoing.
ARTICLE III.
DELIVERY AND MAINTENANCE OF THE COLLATERAL
3.1 Delivery of Stock Certificates, Instruments and Chattel Paper. Upon
execution and delivery of this Agreement, Acquiror shall deposit the stock
certificates evidencing the Stock, together with duly executed stock powers,
with the Shareholder to be held in accordance with the terms hereof. If any
amount payable under or in connection with any of the Collateral shall be or
become evidenced by any Instrument or Chattel Paper, such Instrument or Chattel
Paper shall be held as Collateral pursuant to this Agreement.
3.2 Maintenance of Perfected Security Interest, Further Documentation.
(a) The Acquiror shall maintain the security interest created by this
Agreement as a perfected security interest and shall defend such security
interest against the claims and demands of all Persons whomsoever.
(b) At any time and from time to time, upon the written request of the
Shareholder, and at the sole expense of the Acquiror, the Acquiror will promptly
and duly execute and deliver such further instruments and documents and take
such further action as the Shareholder may reasonably request for the purpose of
obtaining or preserving the full benefits of this Agreement and of the rights
and powers herein granted, including, without limitation, the filing of any
financing or continuation statements under the Uniform Commercial Code in effect
in any jurisdiction with respect to the security interests created hereby.
3.3 Changes in Locations. Acquiror will not permit any of the Inventory
to be kept at a location other than the premises of the Surviving Company. The
Shareholder shall notify Acquiror of the exact street address where the Stock
shall be kept and shall not relocate the Stock to any other address unless
providing Acquiror with prior written notice of such new location.
3.4 Voting Rights; Dividends, Etc.
(a) So long as no Default shall have occurred and be continuing:
(i) Acquiror shall be entitled to exercise any and all voting and
other
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consensual rights pertaining to the Collateral or any part thereof for any
purpose; provided, however, that the Acquiror will not exercise or refrain from
-------- -------
exercising any such right if such action would have a material adverse effect on
the value of the Collateral or any part thereof;
(ii) The Shareholder will execute and deliver (or cause to be
executed and delivered) to the Acquiror all such proxies and other instruments
as the Acquiror may reasonably request for the purpose of enabling the Acquiror
to exercise the voting and other rights that it is entitled to exercise pursuant
to paragraph (i) above.
(b) Upon the occurrence and during the continuance of a Default:
(i) All rights of the Acquiror to exercise or refrain from
exercising the voting and other consensual rights that it would otherwise be
entitled to exercise pursuant to Section 3.4(a) shall, upon notice to the
Acquiror by the Shareholder, cease and all such rights shall thereupon become
vested in the Shareholder, which shall thereupon have the sole right to exercise
or refrain from exercising such voting and other consensual rights.
(ii) All dividends, interest and other distributions that are
received by the Shareholder in respect of any Collateral shall be received in
trust for the benefit of the Acquiror, shall be segregated from other funds of
the Shareholder and shall be forthwith paid over to the Shareholder as
Collateral in the same form as so received (with any necessary indorsement).
3.5 Transfers and Other Liens; Additional Equity Interests.
(a) The Acquiror agrees that it will not (i) sell, assign or otherwise
dispose of, or grant any option with respect to, any of the Collateral, other
than sales, assignments and other dispositions of Collateral, in the ordinary
course of business of the Surviving Company or (ii) create or suffer to exist
any Lien upon or with respect to any of the Collateral except for the pledge,
assignment and security interest created under this Agreement and liens
permitted pursuant to Article VI hereof.
(b) The Acquiror agrees that it will (i) cause the Surviving Company
not to issue any stock or other securities or equity interests, except to the
Acquiror in exchange for capital contributions to the Surviving Company, and
(ii) pledge hereunder, immediately upon its acquisition (directly or indirectly)
thereof, any and all additional shares of stock or other securities.
3.6 Shareholders Appointed Attorney-in-Fact. The Acquiror hereby
irrevocably appoints the Shareholder its attorney-in-fact, with full authority
in the place and stead of the Acquiror and in the name of the Acquiror or
otherwise, from time to time after the occurrence of and Event of Default, in
the Shareholder's discretion, to take any action and to execute any instrument
that the Shareholder may deem necessary or advisable to accomplish the purposes
of this Agreement, including, without limitation:
(a) to ask for, demand, collect, xxx for, recover, compromise, receive
and give acquittance and receipts for moneys due and to become due under or in
respect of any of the Collateral,
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(b) to receive, indorse and collect any drafts or other instruments or
documents in connection with clause (a) above, and
(c) to file any claims or take any action or institute any proceedings
that the Shareholder may deem necessary or desirable for the collection of any
of the Collateral or otherwise to enforce compliance with the terms and
conditions of any of the Organizational Documents or the rights of the
Administrative Agent with respect to any of the Collateral.
3.7 The Shareholder's Duties. The powers conferred on the Shareholder
hereunder are solely to protect the Shareholder's interest in the Collateral and
shall not impose any duty upon it to exercise any such powers. Except for the
safe custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Shareholder shall have no duty as to any
Collateral.
ARTICLE IV.
REMEDIES
4.1 Notice to Obligors. Upon the request of The Shareholders at any time
after the occurrence and during the continuance of a Default or an Event of
Default (after any applicable cure periods), under the Note, the Acquiror shall
notify obligors on the Receivables that the Receivables have been assigned to
The Shareholders and that payments in respect thereof shall be made directly to
The Shareholders.
4.2 Proceeds to be Turned Over to The Shareholders. If a Default under
the Note shall occur and be continuing (after any applicable cure periods), all
Proceeds received by the Acquiror consisting of cash, checks and other cash
equivalent items shall be held by the Acquiror in trust for the Shareholder,
segregated from all other funds of the Acquiror, and shall forthwith upon
receipt by the Acquiror, be turned over to the Shareholder in the exact form
received by the Acquiror (duly endorsed by the Acquiror, to the Shareholder, if
required) and held by the Shareholder in a Collateral Account maintained under
the sole dominion and control of the Shareholder. All Proceeds while held by
the Shareholder in a Collateral Account (or by the Acquiror in trust for the
Shareholder) shall continue to be held as collateral security or the Obligations
and shall not constitute payment thereof until applied as provided in Section
4.3.
4.3 Application of Proceeds. At such intervals as may be agreed upon by
the Acquiror, or, if an Event of Default shall occurred and be continuing (after
any applicable cure periods), at any time at the election of the Shareholder,
the Shareholder may apply all or any part of any Proceeds held in any Collateral
Account in payment of the Obligations in such order as the Shareholder may
elect, and any part of such funds which the Shareholder elects not so to apply
and deems not required as collateral security for the Obligations shall be paid
over from time to time by the Shareholder to the Acquiror or to whomsoever may
be lawfully entitled to receive the same. Any balance of such Proceeds
remaining after the Obligations shall have been paid in full shall have expired
or otherwise been terminated shall be paid over to the Acquiror or whomsoever
may be lawfully entitled to receive the same.
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4.4 Code Remedies. If a Default shall occur and be continuing under the
Note (after any applicable cure periods), the Shareholder may exercise, in
addition to all other rights and remedies granted to him in this Agreement and
in any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the Code. Without
limiting the generality of the foregoing, the Shareholder without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by law referred to below) to or upon the
Acquiror or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker's board or office of
the Shareholder or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk. The Shareholder shall
have the right upon any such public sale or sales, and, to the extent permitted
by law, upon any such private sale or sales, to purchase the whole or any part
of the Collateral so sold, free of any right or equity of redemption in the
Acquiror, which right or equity is hereby waived or released. The Acquiror
further agrees, at the request of the Shareholder, to assemble the Collateral
and make it available to the Shareholder at places which the Shareholder shall
reasonably select, whether at the Acquiror's premises or elsewhere. The
Shareholder shall apply the net proceed of any action taken by him pursuant to
this subsection, after deducting all reasonable costs and expenses of every kind
incurred in connection therewith or incidental to the care or safekeeping of any
of the Collateral or in any way relating to the Collateral or the rights of the
Shareholder hereunder, including, without limitation, reasonable attorney's fees
and disbursements, to the payment in whole or in part of the Obligations, in
such order as the Shareholder may elect, and only after such application and
after the payment by the Shareholder of any other amount required by any
provision of law, including, without limitation, Section 0-000 (x)(x) of the
Code, need the Shareholder account for the surplus, if any, to the Acquiror. To
the extent permitted by applicable law, the Acquiror waives all claims, damages
and demands it may acquire against the Shareholder arising out to the exercise
by them of any rights hereunder. If any notice of a proposed sale or other
disposition of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least ten (10) days before such sale or other
disposition.
4.5. Option to Repurchase the Surviving Company. In addition to, and not
in derogation of, any rights of the Shareholder under this Agreement, if a
Default shall occur and be continuing under the Note (after any applicable cure
periods), the Shareholder shall have the option to exercise upon the Stock so
that following such exercise in accordance with the provisions of this Section
4.5, the Shareholder shall be the beneficial and record owner of the Stock. If
the Shareholder elects the remedy provided for by this Section 4.5, he shall
notify Acquiror in writing of Shareholder's intention to exercise the rights
provided for in this Section 4.5 and specifying the proposed closing date
regarding such exercise (an "Exercise Notice") no less than ten (10) Business
Days prior to the date of the proposed exercise of such rights. Upon receipt of
the Exercise Notice, Acquiror shall have ten (10) Business Days in which to cure
the Default that triggered Shareholder's rights hereunder.
If Acquiror fails to cure such Default after such Exercise Notice, the
Shareholder shall
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exercise upon, and repurchase, the Stock. In exchange for the Stock, the
Shareholder shall (i) cancel the Note and return it to Acquiror along with an
acknowledgement that the Note has been cancelled and that no further payments of
principal or interest thereunder shall thereafter be due and owing from Acquiror
to Shareholder, (ii) deliver to Acquiror all shares then held by Shareholder and
Xxxxxxx X. Xxxxx of Series D Cumulative Convertible Preferred Stock of Acquiror
(the "Preferred Stock") issued to the Shareholder and Xxxxxxx X. Xxxxx in
connection with the Merger Agreement, together with any shares of Acquiror's
Common Stock received by or for the order of the Shareholder and Xxxxxxx X.
Xxxxx pursuant to any conversions of the Preferred Stock, together with stock
powers dully endorsed with medallion signature guarantees. If the Shareholder
shall fail to deliver any of the consideration to be conveyed to Acquiror under
this Section 4.5 or otherwise fail to complete the repurchase of the Stock
pursuant to this Section 4.5 within ten (10) Business Days from the proposed
closing date set forth in the Exercise Notice, the purported exercise of the
rights provided for hereunder shall thereupon immediately become null, void and
of no force and effect whatsoever, regardless of whether or not there shall then
be a Default under the Note. The Shareholder shall thereafter have only such
other rights regarding the Collateral other than the Stock as shall be provided
in this Pledge and Security Agreement or otherwise under the Code.
4.6 Release; Termination.
(a) Upon any sale, lease, transfer or other disposition of any item of
Collateral in the ordinary course of business, the Shareholder will, at the
Acquiror's expense, execute and deliver to the Acquiror's such documents as the
Acquiror's shall reasonably request to evidence the release of such item of
Collateral from the assignment and security interest granted hereby; provided,
--------
however, that at the time of such request and such release no Default shall have
-------
occurred and be continuing.
(b) Upon the payment in full in cash of the Acquiror's Obligations,
the pledge, assignment and security interest granted hereby shall terminate and
all rights to the Collateral shall revert to the Acquiror and this Agreement
shall terminate. Upon any such termination, the Shareholder will, at the
Acquiror's expense, execute and deliver to the Acquiror such documents as the
Acquiror shall reasonably request to evidence such termination.
ARTICLE V.
EXECUTION OF FINANCING STATEMENTS
5.1 Execution of Financing Statements. Pursuant to Section 9-402 of
the Code, the Acquiror authorizes the Shareholder to file financing statements
with respect to the Collateral without the signature of the Acquiror in such
form and in such filing offices as the Shareholder reasonably determines
appropriate to perfect the security interests of the Shareholder under this
Agreement. A carbon, photographic or other reproduction of this Agreement shall
be sufficient as a financing statement for filing in any jurisdiction.
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ARTICLE VI
NEGATIVE COVENANTS
During the term of this Agreement, and for so long as there shall be any
outstanding Obligations, the Surviving Company shall not, and the Acquiror shall
cause the Surviving Company to not, without the prior consent of the
Shareholder, which consent shall not be unreasonably withheld;
(a) make, create, incur, assume or suffer to exist, or suffer or permit to
exist any lien upon or with respect to any part of its assets, whether now owned
or hereafter acquired, other than security interests given in connection with
purchases or leases of equipment for use in the business of the Surviving
Company or purchase money security interests in goods purchased for resale;
(b) sell, assign, lease, convey, transfer or otherwise dispose of (whether
in one or a series of transactions) any assets (including accounts and notes
receivable, with or without recourse) or enter into any agreement to do any of
the foregoing, other than in the ordinary course of the business of the
Surviving Company;
(c) merge, consolidate with or into, or convey, transfer, lease or
otherwise dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its assets (whether now owned or hereafter acquired)
or issue additional amounts of its equity or debt securities to or in favor of
any person, other than to Acquiror in exchange for additional capital
contributions to the Surviving Company;
(d)(i) purchase or acquire, or make any commitment therefor, any capital
stock, equity interest, or any obligations or other securities of, or any
interest in, any person, including the establishment or creation of a
subsidiary, or (ii) make or commit to make any acquisitions, or any other
acquisition of all or substantially all of the assets of another person, or of
any business or division of any person, including without limitation, by way of
merger, consolidation or other combination or (iii) make or commit to make any
advance, loan, extension of credit (other than the provision of financing terms
in the ordinary course of business) or capital contribution to or any other
investment in any person;
(e) incur, assume, suffer to exist, or otherwise become or remain directly
or indirectly liable with respect to any indebtedness for borrowed money, except
trade accounts payable incurred in the ordinary course of business;
(f) pay any management, consulting or similar fees of any person except for
payment of reasonable compensation and reimbursement of expenses of officers,
directors, consultants and employees for actual services rendered in the
ordinary course of business.
(g)(i) declare or make any dividend payment or other distribution of
assets, properties, cash, rights, obligations or securities on account of any
shares of any class of its capital stock,
39
partnership interests, membership interests or other equity securities or (ii)
purchase, redeem or otherwise acquire for value any shares of its capital stock
or other equity securities or any warrants, rights or options to acquire such
shares or equity securities now or hereafter outstanding; provided, however,
that at any time so long as there is no Default under the Note, or default in
the payment of any dividends on the Acquiror's Series D Cumulative Convertible
Preferred Stock, the Surviving Company may pay dividends to Acquiror in respect
of its ownership of the Stock, out of the net profits of the Surviving Company;
(h) engage in any material line of business substantially different from
those lines of business carried on by it as of the date hereof.
ARTICLE VII.
NOTICES
7.1 Notices. All notices, requests and demands to or upon The
Shareholders or the Acquiror hereunder shall be affected in the manner provided
for in Section 12.04 of the Merger Agreement.
ARTICLE VIII.
MISCELLANEOUS
8.1. Amendment and Modification. This Agreement may only be amended,
modified or supplemented by written agreement of the Shareholder and the
Acquiror.
8.2. Waiver of Compliance. Any failure of the Shareholder or the
Acquiror to comply with any obligation, covenant, agreement or condition herein
may be expressly waived in writing by the Acquiror or the Shareholder,
respectively, but such waiver or failure to insist upon strict compliance with
such obligation, covenant, agreement or condition shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure.
8.3. Expenses; Transfer Taxes, Etc. Except as otherwise provided herein
the Shareholder and the Acquiror agree that each party shall bear all fees and
expenses incurred by him or it in connection with this Agreement.
8.4. Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered by hand or mailed, certified or registered mail
with postage prepaid:
40
(a) If to The Shareholder, to:
Xxxxxxx Xxxxx
0 Xxxxxxx Xxxxx
Xxx Xxxxxxx, Xxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
(with a copy to:)
Xxxx Xxxxxxxxxx, Esq.
Akin, Gump, Strauss, Xxxxx & Xxxx, LLP.
1500 Nations Bank Plaza
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
or to such other person or address as the Surviving Company shall furnish to
Acquiror in writing.
(b) If to Acquiror, to:
Enviro-Clean of America, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx, President
Phone: (000) 000-0000
Fax: (000) 000-0000
(with a copy to:)
Xxxxxxxxxx, Xxxx & Xxxx, LLP
00 Xxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
or to such other person or address as Acquiror shall furnish to the Surviving
Company in writing.
8.5. Assignment. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by any of
the parties hereto without the prior written consent of the other parties,
except by operation
41
of law; provided, however, that Acquiror may assign both its rights and
-------- -------
obligations hereunder to any successor to its business.
8.6. Publicity. Neither the Shareholder nor Acquiror shall make or
issue, or cause to be made or issued, any announcement or written statement
concerning this Agreement or the transactions contemplated hereby for
dissemination to the general public without the prior consent of the other
party. This provision shall not apply, however, to any announcement or written
statement required to be made by law or the regulations of any federal or state
governmental agency or any stock exchange, except that the party required to
make such announcement shall, whenever practicable, consult with the other party
concerning the timing and content of such announcement before such announcement
is made.
8.7. Governing Law. This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with the laws of
the State of Texas without regard to its conflicts of law doctrine.
8.8. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
8.9. Headings. The headings of the Sections and Articles of this
Agreement are inserted for convenience only and shall not constitute a part
hereof or affect in any way the meaning or interpretation of this Agreement.
8.10. Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties hereto in respect of the subject matter
contained herein, and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any officer, employee or representative of any party hereto.
8.11. Third Parties. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any person or corporation other than the parties hereto
and their successors or assigns, any rights or remedies under or by reason of
this Agreement.
8.12. Severability. Should any provision of this Agreement be held by a
court or arbitration panel of competent jurisdiction to be enforceable only if
modified, such holding shall not affect the validity of the remainder of this
Agreement, the balance of which shall continue to be binding upon the parties
hereto with any such modification to become a part hereof and treated as though
originally set forth in this Agreement. The parties further agree that any such
court or arbitration panel is expressly authorized to modify any such
unenforceable provision of this Agreement in lieu of severing such unenforceable
provision from this Agreement in its entirety, whether by rewriting the
offending provision, deleting any or all of the offending provision, adding
additional language to this Agreement, or by making such other modifications as
it deems warranted to carry out the intent and agreement of the parties as
embodied herein to the maximum extent permitted by law.
42
The parties expressly agree that this Agreement as modified by the court or the
arbitration panel shall be binding upon and enforceable against each of them. In
any event, should one or more of the provisions of this Agreement be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and if such
provision or provisions are not modified as provided above, this Agreement shall
be construed as if such invalid, illegal or unenforceable provisions had never
been set forth herein.
IN WITNESS WHEREOF, the undersigned has caused this Security Agreement to
be duly executed and delivered as of the date first above written.
ENVIRO-CLEAN OF AMERICA, INC.
By:________________________________
Xxxxxxx Xxxxxx
President
________________________________
Xxxxxxx Xxxxx
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