SECURITY AGREEMENT
Exhibit 10.44
THIS SECURITY AGREEMENT (“Agreement”) is made and effective this
April 14, 2005, by and between Invisa, Inc., a Nevada Corporation (“Borrower”),
and Express Systems Corporation, a Nevada Corporation (“Secured Party”).
WHEREAS, Borrower is in the debt of Secured Party; and
WHEREAS, Borrower desires to give, and Secured Party desires to
receive, a security interest in certain tangible personal property of Borrower
to secure such debt.
NOW, THEREFORE, Secured Party and Borrower agree as follows:
| 1. |
Definitions. |
A “Collateral”: The following described tangible,
personal property of Borrower: (i) all of Borrower’s equipment, furniture,
fixtures, inventory, accounts receivable and other such assets; and (ii) all
additions and substitutions to or for the items referred to in Section 1.A.(i)
above, and all proceeds therefrom. Also, if the Collateral is inventory or
equipment, any after acquired inventory or equipment shall also be considered
Collateral.
B. “Obligation”: All of the interest, principal
and other amounts payable under that certain promissory note dated April 11,
2005, payable by Borrower to Secured Party for fifty thousand United States
dollars ($50,000 USD), bearing interest at a rate of twelve percent (12%) per
annum, a copy of which is attached hereto as Exhibit A.
| 2. |
Security
Interest. |
Borrower hereby grants to Secured Party a security interest in the
Collateral in order to secure payment of the Obligation.
| 3. |
Books and Records;
Inspection. |
Borrower shall keep and maintain, at its expense, complete records
of the Collateral. Secured Party shall have the right at any time and from time
to time, with reasonable notice, to call at Borrower’s place of business during
normal business hours to inspect the Collateral and to inspect the
correspondence, books, and records of Borrower relating to the Collateral.
| 4. |
Representations and Warranties of
Borrower. |
Borrower represents and warrants to Secured Party that, with
respect to the Collateral, Borrower possesses and shall possess at all times
while this Security Agreement is in effect, full, complete and unencumbered
title to such collateral, subject only to Secured Party’s security interest
hereunder, and liens, if any, for current taxes, assessments and other
governmental charges are not delinquent.
| 5. |
Covenants of
Borrower. |
The Borrower agrees and covenants with Secured Party that:
A. The
Collateral shall be kept at 0000 00xx Xxxxxx Xxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxx 00000, and Borrower shall not change the location of the
Collateral without the prior written consent of Secured Party.
B. Borrower
shall not at any time cause or suffer any part of the Collateral, or any
interest in any of the Collateral to be subject to any Security Interest other
than that of Secured Party.
C. Borrower
shall defend the Collateral against the claims and demands of all persons other
than Secured Party.
D. Borrower
shall at all times promptly pay and discharge, at Borrower’s expense, all taxes,
assessments and other governmental charges which constitute or may become liens
on the Collateral.
E. At
the request of Secured Party, at any time and from time to time, Borrower shall
execute such financing statements and other documents, pay such filing,
recording and other fees, and do or cause to be done such other acts or things
as Secured Party deems reasonably necessary to establish, perfect, and continue
its security interest hereunder.
F. Borrower
shall pay all costs, expenses, charges and other obligations, including, without
limitation, reasonable attorney’s fees, suffered or incurred by Secured Party to
protect, preserve, maintain and obtain possession of or title to the Collateral,
to perfect, protect, preserve and maintain the security interest granted by this
Security Agreement, and to enforce or assert any one or more of its rights,
powers, remedies and defenses under this Security Agreement.
| 6. |
Events of
Default. |
Borrower shall be in default under this Security Agreement if
Borrower fails timely to observe and perform any covenants, conditions or
agreements required to be observed or performed by Borrower under this Security
Agreement, or if Borrower defaults upon any material promise in the
obligation.
| 7. |
Remedies Upon Event of
Default. |
At any time upon or following the occurrence of one or more of the
events of default under Section 6 hereof, Secured Party may, at its option,
assert or avail itself of any one or more of the rights, powers, remedies and
defenses conferred upon Secured Party under the Uniform Commercial Code and
other laws of the State of Florida, which laws shall generally govern the
construction and interpretation of this Agreement, or assert or avail itself of
any one or more of the rights, powers, remedies and defenses conferred upon
Secured Party under any other appropriate law or regulation, whether federal or
state.
| 8. |
Application of
Proceeds. |
Any and all proceeds resulting from the disposition of all or any
part of the Collateral following the occurrence of one or more events of default
shall be applied to pay and provide for the Obligations of Borrower to Secured
Party, with any balance remaining to be paid to Borrower or its successors and
assigns, as their respective interests may appear.
| 9. |
Notices |
Any notice required by this Agreement or given in connection with
it, shall be in writing and shall be given to the appropriate party by personal
delivery or by certified mail, postage prepaid, or recognized overnight delivery
services.
If to
Borrower:
Invisa, Inc.
0000 00xx Xxxxxx Xxxx, Xxxxx
000
Xxxxxxxx, Xxxxxxx 00000
With a copy
to:
Ellenoff Xxxxxxxx & Schole LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
If to Secured
Party:
Express Systems Corporation
000 X. Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
| 10. |
Severability. |
The invalidity or unenforceability of any provision in this
Agreement shall not cause any other provision to be invalid or
unenforceable.
| 11. |
Final
Agreement. |
This Agreement constitutes he final agreement and understanding
between the parties on the subject matter hereof and supersedes all prior
understandings or agreements whether oral or written. This Agreement may be
modified only by a further writing that is duly executed by both parties.
| 12. |
Headings. |
Headings used in this Agreement are provided for convenience only
and shall not be used to construe meaning or intent.
IN WITNESS WHEREOF, Borrower and Secured Party have executed this
Security Agreement on the date first above written.
| /s/ Xxxxxxx X. Xxxxxx | /s/ Xxxxxx BVarrington-Xxxxx | ||
|
|
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| Name: Xxxxxxx X. Xxxxxx Title: President |
Name: Xxxxxx Xxxxxxxxxx-Xxxxx Title: President |
