EXHIBIT 99.8
PLEDGE AND SECURITY AGREEMENT
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THIS PLEDGE AND SECURITY AGREEMENT (the "Agreement") is made
this ____ day of December 23, 2003, by and between Cyberads, Inc. ("Cyberads")
and Xxxxx Xxxxxxxx ("Secured Party").
WITNESSETH:
WHEREAS, Cyberads and IDS Cellular, Inc. d/b/a Wireless Choices
(hereinafter, "IDS") has issued or has guaranteed its Promissory Note in
consideration for Secured Party's loan (the "Promissory Note");
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, Cyberads and Secured Party have agreed, as follows:
SECTION 1. SECURITY INTEREST IN CLIENT ACCOUNTS.
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1.1 IDS and/or Cyberads hereby agree to make payments to
Secured Party in accordance with its obligations as provided under the
Promissory Note, a copy of which is attached hereto as Exhibit "A".
1.2. This Agreement shall be in force and effect as long as
Cyberads or IDS is indebted, directly or as guarantor, to Secured Party pursuant
to the terms of the Promissory Note.
1.3. In order to secure any amounts owed by Xxxxxxxx, Cyberads
hereby pledges and grants to Secured Party a security interest, until such time
as Cyberads' obligations under the Promissory Note are fully satisfied, in the
collateral identified as Exhibit "A", attached hereto and made a part hereof
(the "Collateral").
SECTION 2. REPRESENTATIONS AND WARRANTIES
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By Cyberads and IDS
2.1. Cyberads and IDS make the following representations and
warranties to Secured Party as of the date of this Agreement:
(a) Cyberads and IDS are duly organized and are validly existing
and in good standing under the laws of the State of Florida, and has full
corporate power and authority to enter into this Agreement and perform its
obligations hereunder.
(b) Cyberads and IDS shall, at their sole cost and expense,
defend the Collateral against all claims and demands of all persons at any time
claiming the same or any interest therein which is adverse to Secured Party.
Further, Cyberads and IDS hereby indemnify Secured Party from any and all
claims, expenses, costs or damages incurred by Secured Party relating to or
arising from any person claiming any interest in the Collateral
(c) Neither Cyberads nor IDS will execute, nor will there be on
file in any public office, any effective financing statement (or similar
statement or instrument of regulation under the laws of any jurisdiction)
relating to the Collateral, except any financing statements filed or to be filed
with respect to the Collateral by Secured Party pursuant to this Agreement.
(d) Cyberads and IDS shall, at their expense, perform all acts
and execute all documents reasonably requested by Secured Party at any time to
evidence, perfect, maintain and enforce the title and security interest of
Secured Party in the Collateral and the priority thereof. Cyberads and IDS will,
at the reasonable request of Secured Party, execute and deliver financing
statements relating to or covering the Collateral denominating Cyberads
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and IDS as the Pledgor of the Collateral (reasonably satisfactory in form and
substance to Secured Party) and, where permitted by law, Cyberads and IDS
authorize Secured Party to file such financing statements signed only by Secured
Party.
SECTION 3. DEFAULT AND CURE PERIOD
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3.1 Defaults. The occurrence of any one or more of the following
events shall constitute a "Default" hereunder:
(a) the failure of either Cyberads or IDS to keep, observe or
perform any provisions of this Agreement required to be kept, observed or
performed by that party; or
(b) the making or furnishing by either Cyberads or IDS to
Xxxxxxxx of any representation or warranty in this Agreement or in connection
with this Agreement which is materially false or misleading, or the failure to
make or furnish any material fact necessary to make any representation or
warranty not misleading; or
(c) the making of an assignment by Cyberads for the benefit of
its creditors; or
(d) the commencement of proceedings in bankruptcy or for
reorganization of Cyberads or for the readjustment of any of its debts under the
Bankruptcy Code or under any other law, whether state or federal, nor or
hereafter existing for the relief of debtors; or
(e) the appointment of a receiver or trustee for Cyberads or for
any substantial part of its assets; or the institution of any proceedings for
the dissolution, or the full or partial liquidation, of Cyberads; or
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(f) this Agreement shall at any time for any reason cease to be
in full force and effect or the validity or enforceability of this Agreement
shall be contested by any party to this Agreement.
SECTION 4. MISCELLANEOUS
4.1 Notices. All notice referred to in this Agreement shall be
sent by ordinary, Express Mail, certified or registered mail, or overnight
delivery service (such as Federal Express), or delivered in person. In the case
of Secured Party, notice shall be sent to the attention of Xxxxx Xxxxxxxx, and,
in the case of Cyberads or IDS, notice shall be sent to 00000 Xxxxxxxxx Xxxx,
Xxxxx 00, Xxxx Xxxxx, Xxxxxxx 00000, or to such other address as may appear for
Cyberads or IDS in Secured Party's records. Any notice hereunder shall be deemed
to be received two (2) days following the date of mailing, provided that such
notice is properly addressed and sufficient postage is affixed thereto, or the
actual date of receipt, whichever is earlier.
4.2 Written Amendment. This Agreement contains the entire
agreement among Cyberads, IDS and Secured Party with respect to the matters
herein set forth and supersedes all prior agreements between the parties. No
amendment, modification or termination of any provision of this Agreement shall
be effective unless set forth in a writing by Secured Party.
4.3 Saving Clause. Any provisions of this Agreement which are
prohibited or unenforceable in any jurisdiction shall, subject to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, or
affecting the validity or enforceability of such provision in any other
jurisdiction.
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4.4 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of Cyberads, IDS and Secured Party, but shall not inure
to the benefit of any other person, firm or corporation. Neither Cyberads nor
IDS shall assign or delegate its rights, liabilities and obligations hereunder,
without the prior written consent of Secured Party. Secured Party shall have the
right to sell, transfer, delegate or assign its rights, liabilities or
obligations under this Agreement.
4.5 State Law. The laws of Florida shall govern the construction
of, and the rights and duties of, Cyberads, IDS and Secured Party with respect
to this Agreement.
4.6 Governing Law and Venue. Any disputes which may arise under
the terms of this Agreement shall be subject to the determination by a court of
competent jurisdiction situated in Palm Beach County, Florida. In the event that
either party must resort to the Court to enforce or interpret this agreement,
then the prevailing party shall be entitled to an award of reasonable attorney's
fees and any costs incurred.
4.7 Captions and Exhibits. All captions are for ease of reference
only and shall in no way be construed to alter or limit the substance of the
provisions of this Agreement. All exhibits referred to in this Agreement shall
be attached hereto and incorporated herein by reference.
4.8 Waiver of Jury Trial. Cyberads, IDS and the Secured Party
waive trial by jury in any action, proceeding or counterclaim brought by any
party against any other on
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any matter arising out of or in any way connected with this Agreement or the
relationship of Cyberads, IDS and the Secured Party created hereunder.
IN WITNESS WHEREOF, the parties have duly executed this Security
Agreement as of the 23 day of December, 2003.
ATTEST: CYBERADS, INC.
By: By: /s/ XXXXXX XXXXX
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Xxxxxx Xxxxx, President
ATTEST: /s/ XXXXX XXXXXXXX
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By: Xxxxx Xxxxxxxx
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