0001144204-06-039820 Sample Contracts

SECURITY AGREEMENT
Security Agreement • September 26th, 2006 • Gwin Inc • Services-miscellaneous amusement & recreation • Texas

THIS SECURITY AGREEMENT (this “Agreement”), is entered into and made effective as of September 11, 2006, by and between GWIN, INC., a Delaware corporation with its principal place of business located at 5052 South Jones Boulevard, Las Vegas, Nevada 89118 (the “Company”), and CSI BUSINESS FINANCE, INC., a Florida corporation (the “Secured Party”).

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SUBSIDIARY SECURITY AGREEMENT
Subsidiary Security Agreement • September 26th, 2006 • Gwin Inc • Services-miscellaneous amusement & recreation • Texas

THIS SUBSIDIARY SECURITY AGREEMENT (this “Agreement”), is entered into and made effective as of September 11, 2006, by and between GLOBAL SPORTSEDGE, INC., a Delaware corporation with its principal place of business at 5052 South Jones Boulevard, Las Vegas, Nevada 89118 (the “Company”) and CSI Business Finance, Inc., a Florida corporation with its principal place of business at 109 North Post Oak Lane, Suite 422, Houston, Texas 77024 (the “Secured Party”).

PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • September 26th, 2006 • Gwin Inc • Services-miscellaneous amusement & recreation • Texas

THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of September 11, 2006 (the “Effective Date”) by and among GWIN, INC., a corporation organized and existing under the laws of the State of Delaware (the “Pledgor”), CSI BUSINESS FINANCE, INC., (the “Pledgee”), and KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP, as escrow agent (“Escrow Agent”).

INSIDER PLEDGE AND ESCROW AGREEMENT
Insider Pledge and Escrow Agreement • September 26th, 2006 • Gwin Inc • Services-miscellaneous amusement & recreation • Texas

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2006 (the “Effective Date”) by and among WAYNE ALLYN ROOT (the “Pledgor”), CSI BUSINESS FINANCE, INC. (the “Pledgee”), GWIN, INC., a Delaware corporation (the “Company”), and KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP, as escrow agent (“Escrow Agent”).

LOAN AGREEMENT
Loan Agreement • September 26th, 2006 • Gwin Inc • Services-miscellaneous amusement & recreation • Texas

This LOAN AGREEMENT (this “Agreement”) is entered into and made effective this 11h day of September 2006, by and between GWIN, Inc., a Delaware corporation (the “Company”) and CSI Business Finance, Inc., a Florida corporation (“Lender”).

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