SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT ("Amendment") is
made and dated as of the 24th day of March, 1999, by and between Xxxxx X.
Xxxxxxx ("Pledgor"), an individual residing at 000 Xxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxxxxxx, and PROVIDENT AMERICAN CORPORATION, a Pennsylvania corporation
("Secured Party").
BACKGROUND
A. Pledgor and Secured Party entered into a Pledge and Security
Agreement dated April 8, 1996 (the "Security Agreement") pursuant to which
Pledgor granted Secured Party a security interest in and pledged to Secured
Party shares of Secured Party's Common Stock as collateral to secure the
obligation set forth in a Promissory Note dated April 8, 1996 in the original
principal amount of $300,000 (the "Promissory Note").
B. The Promissory Note and the Pledge and Security Agreement were
amended as of April 9, 1997 reflecting an increase in the principal amount of
the Note to $600,000, amending the interest and principal repayment provisions
of the Note, and amending the Collateral provision of the Pledge and Security
Agreement.
C. The Promissory Note was further amended as of the date hereof, and
the parties are desirous of also amending the Security Agreement as hereinafter
set forth.
NOW THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereby agree as follows:
1. Debt Secured. Paragraph 2 of the Security Agreement shall be amended
to read as follows:
"2. Debt Secured. Pledgor has borrowed from the Secured Party the
sum of Six Hundred Thousand ($600,000) Dollars, in accordance with
the terms and conditions of a Second Amendment to Promissory Note
dated as of the date hereof (the "Note"), a copy of which is
attached hereto as Exhibit "B". The Collateral herein described
shall secure the obligation set forth in the Note."
2. Ratification. As herein amended, the Security Agreement is ratified,
approved, and affirmed, and remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Security Agreement as of the day and year first above-written.
Witness:
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XXXXX X. XXXXXXX
PROVIDENT AMERICAN CORPORATION
By:_________________________________
Xxxxxxx X. Xxxxx, Chief Operating Officer
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EXHIBIT "A"
COLLATERAL
120,000 shares of the common stock of PROVIDENT AMERICAN CORPORATION, together
with all dividends or other distributions issued with respect thereto.
EXHIBIT "B"
SECOND AMENDMENT TO PROMISSORY NOTE
