STOCK PLEDGE AGREEMENT
This agreement is made May 21, 1999, between Xxxxxxx Xxxxxxx
Xxxxx, an individual ("Xxxxx"); and Xxxx Xxxxxx, an individual
("Xxxxxx"). Concurrently with the execution of this stock pledge
agreement ("Agreement"), Xxxxx is executing and delivering to
Xxxxxx a certain promissory note (the "Note") of even date hereof,
in the principal amount of $63,000, the terms of which are
incorporated herein.
In order to induce Xxxxxx to accept the Note as evidence of
such loan, and as further security for the payment by Xxxxx of the
Note, Xxxxx has agreed to pledge with Xxxxxx the collateral, as
described below, on the terms and conditions set forth below.
In consideration of the premises, the parties agree as follows:
1. As security for the payment of the Note by Xxxxx to
Xxxxxx, Xxxxx pledges, assigns and delivers to Xxxxxx all of the
right, title and interest to Eighty One Million (81,000,000)
shares of the capital stock of Xxxx Neuveaux & Company, a Colorado
corporation ("XXXX"), represented by Certificate Nos. 1296 and
___________ registered in the name of Xxxxx, together with a stock
power duly endorsed by Xxxxx in blank. Xxxxx further agrees,
without limiting the provisions of Section 2 herein, to assign,
transfer and deliver to Xxxxxx, with like stock powers, immediately
upon issuance, any additional shares of the capital stock of XXXX
of any class hereafter issued by XXXX, issued without the express
written consent of Xxxxxx. All such shares together with any
substitutions for them or additional shares of any class, pledged
or intended to be pledged with Xxxxxx under this agreement are here
sometimes collectively called the "collateral".
2. Xxxxx represents, warrants and covenants to and with
Xxxxxx that Xxxxx is, on this date, the owner, free and clear of
all liens, encumbrances and other charges or interests of others,
of the abovementioned certificate for shares registered in Xxxxx'x
name; that the shares pledged under this Agreement constitute
Ninety Percent (90%) of the issued and outstanding shares of XXXX;
that Xxxxx will not sell, assign, transfer or otherwise dispose of,
or mortgage, pledge or otherwise hypothecate, any of such shares;
that Xxxxx, without the express written consent of Xxxxxx, will not
vote such shares so as to, or otherwise cause or permit XXXX (i) to
issue any further shares of its capital stock or any options,
warrants or other rights to purchase or acquire any shares of its
capital stock or any securities which are convertible into shares
of its capital stock; or (ii) to dissolve or liquidate; and that
Xxxxx has full power and authority to transfer and pledge the
shares stated with Xxxxxx as provided herein.
3. If no default shall have occurred and be continuing,
Xxxxx shall have the right to vote the shares stated and to
exercise the other rights and privileges of the owner, but subject
to the provisions of paragraph 2 above.
4. Xxxxx expressly agrees that (i) if, by virtue of a
default by XXXX under the Note, Xxxxxx shall accelerate the
indebtedness in accordance with the terms of the note; or (ii) if
Xxxxx shall violate or suffer or permit XXXX to violate any of the
provisions of Section 2 above (called an "event of default"); or
(iii) Xxxxxx elects to convert the indebtedness as described in
paragraph 2 of the Note; Xxxxxx may, at its election, transfer the
shares pledged hereto to its name and exercise all rights of owner
in respect of such shares, including, without limitation, the right
to vote such shares; and Xxxxx irrevocably constitutes and appoints
Xxxxxx, its attorney-in-fact to effectuate such transfer upon the
3-1
books of XXXX. In addition, Xxxxxx shall have all of the rights in
respect of the collateral that are accorded it as a secured party
under the Uniform Commercial Code. For the purpose of determining
what constitutes reasonable notice of any sale of the collateral
under the provisions of the Uniform Commercial Code, the parties
agree that Ten (10) days shall be sufficient.
5. Xxxxx waives demand, notice, protest and notice of
acceptance of this Agreement and of all other demands and notices
of any description not expressly provided for here which it may
lawfully waive. No delay or omission by Xxxxxx in exercising any
right under this Agreement, and no partial exercise of any right
under this Agreement, shall operate as a waiver of such right or of
any other right under this Agreement or provided for by law. No
purported waiver of any right shall be effective unless in writing
signed by Xxxxxx and no waiver on one occasion shall be construed
as a bar to or waiver of any such right on any other occasion. All
rights of Xxxxxx under this Agreement or by law are cumulative and
the exercise of one shall not be construed as a bar to or waiver of
any other.
6. Pursuant to the terms of the Note, upon payment in full
of the Note, Xxxxxx shall transfer and deliver the collateral to
Xxxxx or to such other person or persons as Xxxxx may direct,
together with the stock power or powers delivered in connection
with that by Xxxxx.
7. Notwithstanding any other provision of this Agreement,
all notices and other communications given under or pursuant to
this Agreement (hereafter collectively "notices") shall be in
writing and shall be addressed to the party to receive them at its
address or at such other address as it may later designate as
provided below, and shall be sent by registered or certified mail,
return receipt requested. Any party may, by like notice, change its
address for receipt of further notices. Notices given in the manner
stated shall be deemed given and served when mailed.
8. Xxxxx agrees that it will at any time and from time to
time, upon request, execute and deliver such further documents and
do such further acts and things as Xxxxxx may reasonably request in
order to more fully effectuate the purposes of this Agreement.
9. This Agreement shall be binding upon and shall inure to
the benefit of Xxxxx and Xxxxxx, and subject to the restrictions
set forth in Section 2 above in the case of Xxxxx, Xxxxx'x
respective legal representatives, successors and assigns. This
Agreement shall be governed by and construed in accordance with the
laws of the state of Florida applicable to agreements made and to
be performed wholly within that state.
In witness whereof, Xxxxx and Xxxxxx have executed this
Agreement on the date first above written.
________________________
Xxxxxxx Xxxxxxx Xxxxx
________________________
Xxxx Xxxxxx
