SECURITY AGREEMENT WITH COPYRIGHT AS COLLATERAL

SECURITY AGREEMENT WITH COPYRIGHT AS COLLATERAL

THIS SECURITY AGREEMENT is made and entered on this _____ day of ______________, __________ (“Effective Date”) by and between _________________________ (hereinafter referred to as the “Borrower”) and _________________________ (hereinafter referred to as the “Secured Party”) for the purposes of securing a certain debt obligation  that Borrower owes to Secured Party with certain copyrights as more fully set forth herein.

Background Information

A.                On even date herewith, Secured Party has extended a loan to Borrower, in the original principal amount equal to $________ which indebtedness is represented by a certain promissory note date _________________, ______ executed by Borrower in favor of Secured Party.

B.                Secured Party has required Borrower to give certain collateral for the indebtedness evidenced by the Promissory Note in the form of certain United States Copyrights described in Exhibit “A” attached hereto (the “Copyrights” or the “Collateral”).

C.                Borrower represents and warrants to the Secured Party that the Borrower is the sole and exclusive owner of the Copyrights and has full and unrestricted right, title and interest in and to said Copyrights.

      NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower agrees to grant Secured Party a security interest in and to said Copyrights as follows:

ARTICLE I

GRANT OF SECURITY INTEREST

1.1            Grant of Security Interest.  Borrower hereby grants and conveys to the Secured Party, a first priority security interest as defined under the Uniform Commercial Code, for the benefit of the Secured Party and the Secured Party’s successors and assigns, in and to the Borrowers entire right, title and interest in and to the Copyrights, including but not limited to (i) all of the exclu [Remainder of Paragraph Deleted - Included in fully licensed version]

1.2            Obligations Secured.  The security granted hereunder shall be security for the prompt payment and performance of the Obligations.  The Obligations shall include any and all debts, obligation [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE II

USE AND ENJOYMENT PRIOR TO DEFAULT

So long as Borrower does not commit an Event of Default or an Event of Default does not otherwise occur, Borrower shall m [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE III

REMEDIES UPON DEFAULT

[Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE IV

EVENTS OF DEFAULT 

The following shall constitute Events of Default hereunder: [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE V

BORROWER COVENANTS, REPRESENTATIONS AND WARRANTIES

      Borrower warrants, represents and covenants with and to the Borrower the following:

5.1            The Debtor has full right, power and authority to execute and deliver this Security  Agreement and to grant the security interest in the Collateral as provided herein.

5.2            The execution, delivery and performance of this Security Agreement has been duly  authorized by all necessary corporate action.

5.3            This Security Agreement has been duly executed and delivered by the Debtor and  constitutes the legal, valid and binding obligation of the Debtor enforceable against the Debtor in  accordance with its terms, except as may b [Remainder of Paragraph Deleted - Included in fully licensed version]

5.4            Borrower shall have the responsibility and obligation to defend and protect the Copyrights at its own cost and expense and that Secured Party shall have [Remainder of Paragraph Deleted - Included in fully licensed version]

5.5            Borrower shall register all [Remainder of Paragraph Deleted - Included in fully licensed version]

5.6            Borrower shall take all steps necessary to assure maximum possible international protection of the Copyrights and protections under the Berne Convention on International Copyrights.

5.7            Borrower shall take any and all actions necessary to assure that the Copyrights remain in effect and are fully enforceable throughout the term of this Agreement.  This shall include, but is not limited to assuring that such Copyrights are renewed on a timely basis.

5.8            Borrower shall not during the term of this Agreement, license any rights to use the Copyrights or any portion thereof without the advanced written consent of the Secured Party, which consent may be withheld in the discretion of the Secured Party.

5.9            Borrower shall, upon written request from the Secured Party, execute and deliver any and all [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE VI

POWER OF ATTORNEY

The Borrower hereby [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE VII

MISCELLANEOUS PROVISIONS

[Remainder of Paragraph Deleted - Included in fully licensed version]