Exhibit 2(E)
GENERAL SECURITY AGREEMENT
THIS AGREEMENT, made this ____ day of March, 1998, by and between U.S.
TECHNOLOGIES, INC., a Florida Corporation, and SSGI-UST ACQUISITION CORPORATION,
a Florida Corporation (hereinafter individually and collectively referred to as
"Debtor") and STRATEGIC SOLUTIONS GROUP, INC., a Delaware Corporation
(hereinafter referred to as "Secured Party").
WITNESSETH:
WHEREAS, Debtor is duly indebted to Secured Party in the principal
amount of Six Hundred Thousand ($600,000.00) Dollars evidenced by a Promissory
Note of Debtor of even date herewith and incorporated herein by reference (the
"Obligation");
WHEREAS, Secured Party desires to secure the Debtor's payment of the
Obligation taking a security interest in all of Debtor's property.
NOW, THEREFORE, intending to be legally bound by this Agreement, Debtor
and Secured Party mutually covenant and agree as follows:
1. SECURITY INTEREST. Debtor hereby grants and conveys to Secured Party
a first priority continuing security interest in and lien upon the Collateral
(as hereinafter defined), all in accordance with the provisions of the Uniform
Commercial Code as enacted in the State of Florida (the "UCC"). Such security
interest is granted as security for the payment of all amounts due by Debtor to
Secured Party.
2. COLLATERAL. For purposes of this agreement, "Collateral" shall be
defined to include all of the assets of Debtor, including Debtor's interest
in Titlelink, and the substitution
therefor and proceeds thereof.
3. DEBTOR'S WARRANTIES, REPRESENTATIONS AND AGREEMENTS.
The Debtor represents and warrants to Secured Party and agrees that:
(a) Except for the security interest herein granted, Debtor is
the owner of the Collateral free from any adverse lien, security interest or
encumbrance; no financing statement covering any of the Collateral or any
proceeds therefor is on file in any public office; and the Debtor will defend
the Collateral against all claims and demands of all persons at any time
claiming the same or any interest therein;
(b) The Collateral is and will be used for business purposes;
(c) The offices where Debtor keeps the Books and Records (as
defined in subparagraph 3(d) below) relating to the Collateral is the business
address of Debtor, and Debtor shall not remove the Books and Records or keep
them at any other place without giving Secured Party thirty (30) days prior
written notice thereof;
(d) Debtor shall keep complete and accurate Books and Records
(as used herein, the term "Books and Records" shall be defined to include all
books of original and final entry, including computer programs, software, stored
material and data banks associated with or arising out of Debtor's business or
recordkeeping) and make all necessary entries therein to reflect the quantities,
costs, value and location of the Collateral. Debtor agrees to xxxx its Books and
Records in such fashion as to indicate the security interest granted to Secured
Party herein. Debtor shall permit Secured Party, its employees and agents, to
have access during regular business hours to all of Debtor's Books and Records
and any other records pertaining to Debtor's business which Secured
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Party may request, and shall cause all persons including computer service
bureaus, bookkeeping services, accountants and the like, to make all such Books
and Records available to Secured party, its officers, employee and agents and,
if deemed necessary by Secured Party in Secured Party's sole discretion, permit
Secured Party, its officers, employees and agents to duplicate, at Debtor's
expense, the Books and Records at Debtor's place of business or any other place
where they may be found. Secured Party's right to inspect and duplicate Debtor's
Books and Records shall be enforceable at law by action of replevin or by any
other appropriate remedy at law or in equity, but shall not entitle Secured
Party to inspect and duplicate Debtor's Books and Records more frequently than
two times during any calendar year.
(e) The Collateral is and will be kept at the business
location of Debtor. If Debtor removes any of the Collateral from such locations,
or changes the location of its business, Debtor will give to Secured Party prior
written notice of such intended removal or change, as well as of Debtor's intent
to close its business or to establish any new locations;
(f) Debtor shall immediately notify Secured Party in writing
of any event causing deterioration, loss or depreciation in value of the
Collateral and the amount of such loss or depreciation. Debtor shall permit
Secured Party, its officers, employees and agents, access to the Collateral
during normal business hours from time to time, as and when requested by Secured
Party, but no more frequently than two times during any twelve month period, for
the purposes of examination, inspection and appraisal hereof and verification of
Debtor's Books and Records pertaining thereto. Debtor will promptly notify
Secured Party in writing if there is any change in the status of any Collateral.
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(g) Debtor will not sell, exchange, lease, rent or otherwise
dispose of any of the Collateral or of any Debtor's rights therein, other than
in the ordinary course of Debtor's business, without the prior written consent
of Secured Party;
(h) Until the occurrence of an Event of Default (as this term
is defined below), Debtor may use the Collateral in any lawful manner not
inconsistent with this Agreement or other agreements referred to herein or with
the terms and condition of any policy of insurance thereon;
(i) No Event of Default has occurred and no event has occurred
which, with the passage of time or the giving of notice or both, could be an
Event of Default hereunder;
(j) Debtor will notify the Secured Party in writing prior to
beginning to engage in business in any corporate or fictitious name other than
its present corporate name;
(k) Debtor will not use the Collateral in violation of any
federal, state or local statute or ordinance;
(l) Debtor will not hereafter grant a security interest in the
Collateral to any person, firm or corporation until such time as Debtor has paid
the Obligation in full to Secured Party and Secured Party has terminated this
Agreement;
(m) If any of the Collateral or any of Debtor's Books and
Records are at any time to be located on premises leased by Debtor or on
premises owned by Debtor subject to a mortgage or other lien, Debtor shall
obtain and deliver or cause to be delivered to Secured Party prior to delivery
of any Collateral or Books and Records concerning the Collateral to said
premises, an agreement, in form satisfactory to Secured Party, waiving the
landlord's, mortgagee's or lienholder's rights to enforce any claim against
Debtor for moneys due under the landlord's lien, mortgagee's
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mortgage or other lien by levy of distraint or other similar proceeding against
the Collateral or Debtor's Books and Records and assuring Secured Party's
ability to have access to the Collateral and Debtor's Books and Records in order
to exercise Secured Party's rights to take possession thereof and to remove them
from such premises;
4. TERM. This Agreement shall be effective as of the date first above
written and shall continue in effect until such time as the Obligation is
satisfied in full or this Agreement is otherwise terminated whichever is
earlier.
5. USE OF COLLATERAL; CASUALTY. Until the occurrence of an Event of
Default, Debtor may use the Collateral in the course of its business.
6. EVENT OF DEFAULT. The occurrence of any one or more of the following
shall be an "Event of Default" hereunder:
(a) The failure of Debtor at any time to observe or perform
any of its warranties, representations or agreements contained in this
Agreement, and upon notice of such failure by Secured Party, Debtor does not
cure such failure within ten (10) days of its mailing of notice by Secured
Party;
(b) Debtor's default under the terms of the Obligation, or;
(c) The subjection of the Collateral or any rights therein to
or the threat of any judicial process, or forfeiture proceedings.
7. SECURED PARTY'S RIGHTS AND REMEDIES. Upon or after the occurrence of
any Event of Default, Secured Party may do any or all of the following, all of
which rights and remedies shall be cumulative and any and all of which may be
exercised from time to time and as often
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as Secured Party shall deem necessary or desirable:
(a) Exercise any and all rights, privileges and remedies available to
Secured Party under this Agreement, the Obligation, and of a secured party under
the UCC, or any other applicable law, including without limitation the right to
require the Debtor to assign the Collateral to Secured Party;
(b) Notify account debtors to make all payments directly to Secured
Party;
(c) Cure any default in any reasonable manner and add the costs of any
such cure to the amount due under the Obligation and accrue interest thereon at
the prime rate then being charged by Wilmington Trust, Wilmington, Delaware;
(d) Retain all of Debtor's Books and Records;
(e) Upon five (5) days prior written notice to Debtor, which notice
Debtor acknowledges is sufficient, proper and commercially reasonably, Secured
Party may sell, or otherwise dispose of the Collateral, at any time and from
time to time, in whole or in part, at public or private sale, without
advertisement or notice of sale, all of which are hereby waived and apply the
proceeds of any such sale:
(i) first, to the expenses of Secured party in
preparing the Collateral for sale, selling and the like, including without
limitation reasonably attorneys' fees and expenses incurred by Secured Party
(including fees and expenses of any litigation incident to any of the
foregoing);
(ii) second, to the payment in full of all sums owing
to Secured Party under the Obligation; and
(iii) any excess shall be paid to Debtor. The waiver
of any Event of Default, or Secured Party's failure to exercise any right or
remedy
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hereunder, shall not be deemed a waiver of any subsequent Event of Default or of
the right to exercise that or any other right or remedy available to Secured
Party.
8. MISCELLANEOUS. The rights and privileges of Secured Party under this
Agreement shall inure to the benefit of its endorsers, successors and assigns.
All representations, warranties and agreements of Debtor contained in this
Agreement shall survive this Agreement. If any provision of this Agreement shall
for any reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereof, but this Agreement
shall be construed as if such invalid or unenforceable provision had never been
contained herein. This Agreement shall be construed with and under the laws of
the State of Florida.
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9. NOTICES. All notices, requests, demands, deliveries and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if mailed, postage prepaid, by registered or certified mail, return
receipt requested to the parties at their current addresses or at such other
address as may be designated in writing by a party hereto.
IN WITNESS WHEREOF, Debtor and Secured Party have caused this Security
Agreement to be duly executed and sealed as of the day and year first above
written.
Attest: U.S. TECHNOLOGIES, INC.,
Debtor
/s/ XXXXX X. XXXXXX By: /s/ XXXXX X. XXXXXX
______________________________ ______________________________
Xxxxx X. Xxxxxx, Secretary Xxxxx X. Xxxxxx, President
Attest: SSGI-UST ACQUISITION CORPORATION,
Debtor
/s/ XXXXX X. XXXXXX By: /s/ XXXXX X. XXXXXX
______________________________ ______________________________
Xxxxx X. Xxxxxx, Secretary Xxxxx X. Xxxxxx, President
STRATEGIC SOLUTIONS GROUP, INC.,
Secured Party
/s/ XXXX X. XXXXXXX By: /s/ XXXX X. XXXXXXX
______________________________ ______________________________
Xxxx X. Xxxxxxx, Secretary Xxxx X. Xxxxxxx, President
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