PLEDGE AGREEMENT
DATE: May 1, 1998
PARTIES: SONUS CORP., an Alberta, ("Lender")
Canada corporation
AND: XXXXXXX X. XXXXXX, an individual ("Borrower")
RECITAL:
Borrower has issued to Lender the following promissory notes (the "Notes"):
Date Amount
---- ------
5-8-97 US $67,500
12-26-97 Cdn $43,985.01
3-19-98 Cdn $48,633.85
4-24-98 US $91,000
To secure all amounts due now or later from Borrower to Lender under the Notes,
Borrower hereby grants and pledges to Lender a security interest in the
following described property:
Sixty Thousand (60,000) shares of the common stock of Lender as
evidenced by stock certificate no. , accompanied by a stock power duly
executed in blank by Borrower (the "Shares").
AGREEMENT:
SECTION 1. POSSESSION
Lender shall retain possession of the Shares until all amounts due from Borrower
to Lender under the Notes are paid in full.
SECTION 2. DEFAULT
Borrower shall be in default under this Agreement if Borrower fails to make any
payment to Lender when due, or if borrower violates any terms of this Agreement
or the Notes. Upon default, Lender shall have all the rights of a secured party
under the Oregon Uniform Commercial Code, including, subject to Section 3, the
right to sell the Shares at either a private or public sale.
SECTION 3. SECURITIES LAWS
Borrower acknowledges that the sale of the Shares by Lender may be subject to
certain securities laws, and Borrower agrees that Lender may take any action
necessary in order to comply with such laws, including any and all necessary
restrictions with respect to the time, place, manner and conditions of sale.
IN WITNESS WHEREOF, Borrower has executed this Pledge Agreement on the day and
year first written above.
Borrower:
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx
an individual
Lender:
Sonus Corp.
By: /s/ Xxxxx X. Kawasaki
----------------------
Xxxxx X. Kawasaki
Vice President-Finance
