SECURITY AGREEMENT
THIS SECURITY AGREEMENT is dated April 20, 2000 and is made between
Network Consulting Group, Inc. ("Grantor") and VDC Communications, Inc.
("Secured Party").
WITNESSETH THAT:
WHEREAS, concurrently herewith, Rare Telephony, Inc. (f/k/a/ Washoe
Technology Corporation) and Cash Back Rebates ▇▇.▇▇▇, Inc. ("Borrower") have
executed a certain Promissory Note (the "Note") in the stated principal amount
of Two Hundred Thousand Dollars ($200,000) in favor of the Secured Party.
WHEREAS, also concurrently herewith, Grantor has executed in favor of
Secured Party a certain Guaranty Agreement (the "Guaranty") pursuant to which
Grantor has guaranteed the indebtedness of Borrower, to Secured Party under the
Note.
WHEREAS, It is the purpose and intent of the parties hereto to secure
the Grantor's guaranty to Secured Party by offering certain security according
to the terms and conditions set forth herein.
NOW, THEREFORE, intending to be legally bound hereby and for value
received, the parties hereto covenant and agree as follows:
1. Definitions. In addition to the words and terms defined
------------
elsewhere in this Security Agreement, the following words and terms shall have
the following meanings, respectively, unless the context otherwise clearly
requires:
(a) "Code" shall mean the Uniform Commercial Code of
each state as enacted and in effect on the date hereof in each applicable
jurisdiction, and as the same may subsequently be amended from time to time.
(b) "Collateral" shall mean, all of Grantor's right,
title and interest in, to and under the following described property, whether
now owned or hereafter acquired (words and terms defined in the Code shall have
the same meanings when used herein):
(A) Any and all accounts, accounts receivable, reimbursements,
notes, contracts, contract rights, chattel paper, cash, checks, drafts,
documents, instruments, all right of Grantor; all deposit accounts of Grantor,
including, without limitation, security deposit accounts of Grantor's customers,
all funds held therein and all certificates and instruments, if any, from time
to time representing or evidencing such deposit accounts;
(B) Any and all customer lists, all documents containing the
names, addresses, telephone numbers, and other information regarding Grantor's
customers, subscribers, tapes, programs, printouts, disks, and other material
and documents relating to the recording, billing or analyzing of any of the
foregoing, and any other right to payment;
(C) Any and all contract and lease rights, including network
contracts, customer contracts and letters of authorization authorizing the
furnishing by Grantor of services, and billing and collection contracts, whether
evidenced by a document or otherwise; in each case with respect to all of the
foregoing only to the extent that the grant by Grantor of a security interest
pursuant to this Agreement in its right, title and interest in such contract or
document is not prohibited by the terms of such contract or document without the
consent of any other party thereto and would not give any other party to such
contract or document the right to terminate its obligations thereunder (it being
understood that the foregoing shall not be deemed to obligate Grantor to obtain
any such consents);
(D) Any and all accounts, customer bases, goodwill or accounts
receivable arising from services rendered by Grantor to an end user prior to the
sale, assignment, or transfer of such account (collectively, the "End User
Accounts") to any company; and rights in and to any of the receivables, debts,
and other amounts payable to Grantor by and other company, and all cash and
non-cash proceeds of the foregoing;
(E) Any and all of Grantor's right, title and interest, whether
now owned or hereafter acquired, in and to all equipment in all of its forms,
wherever located, now or hereafter existing, all fixtures and all parts thereof
and all accessions thereto (any and all such equipment, fixtures, parts and
accessions being the "Equipment");
(F) Any and all of Grantor's right, title and interest, whether
now owner or hereafter acquired, in and to all inventory in all of its forms,
wherever located, now or hereafter existing (including but not limited to, (i)
all raw materials and work in process therefore, finished goods thereof and
materials used or consumer in the manufacture or production thereof, (ii) goods
in which Grantor has an interest in all or a joint or other interest or right of
any kind (including, without limitation, goods in which Grantor has an interest
or right as consignee) and (iii) goods that are returned to or repossessed by
Grantor), and all accessions thereto and products thereof and documents
therefore (any and all such inventory, accessions, products and documents being
the "Inventory"),
(G) Any and all records and documents relating to any and all of
the foregoing including, without limitation, records of accounts whether in the
form of writing, microfilm, microfiche, tape or electronic media;
(H) Any and all general intangibles, as defined in the Uniform
Commercial Code, and including, without limitation, (i) all leases under which
Grantor now or in the future leases and or obtains a right to occupy or use real
2
or personal property, (ii) all of Grantor's other contract rights, whenever
acquired, (iii) customer lists, causes in action, claims (including claims for
indemnification), books, records, patents and patent applications, copyrights
and copyrights applications, trademarks, trade names, tradestyles, trademark
applications, blueprints, drawings, designs and plans, trade secrets, methods,
processes, contract, licenses, license agreements, formulae, tax and any other
types of refunds, deposits, returned and unearned insurance premiums, rights and
claims under insurance policies, and computer information, software, records and
data, whenever acquired, and (iv) all licenses, permits and approvals of third
parties or governmental authorities necessary for, or used in the operation,
maintenance, use of occupancy of, Grantor's businesses or properties, wherever
located and whenever acquired (any or all of the foregoing being referred to as
"General Intangibles"); and
(I) All products and proceeds (cash and non-cash) of all of the
foregoing, including, without limitation, all interest, dividends, cash, drafts,
rights to receive payment in money or kind, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of then existing Collateral; and increases accessions,
renewals, replacements and substitutions of all of the foregoing, and, to the
extent not otherwise included, all (i) payments under insurance (whether or not
the Secured Party is the loss payee thereof), or any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to
any of the foregoing Collateral and (ii) cash.
(c) "Secured Indebtedness" shall mean (i) all
obligations, whether of principal, interest, fees, expenses or otherwise, of
Grantor to Secured Party, whether now existing or hereafter incurred, under the
Note or this document as any of the same may from time to time be amended,
modified or supplemented, together with any and all extensions, renewals,
refinancings or refundings thereof in whole or in part by the Secured Party,
(ii) all out-of-pocket costs, expenses and disbursements, including reasonable
attorneys' fees and legal expenses, incurred by the Secured Party in the
collection of any of the obligations referred to in subclause 1(c)(i) above; and
(iii) any advances made, subsequent to an Event of Default, by the Secured
Party, for the reasonable maintenance, preservation, protection or enforcement
of, or realization upon, the Collateral, including advances for taxes and the
like and reasonable expenses incurred to sell or otherwise realize on, or
prepare for sale or other realization on, any of the Collateral.
2. Assignment and Grant of Security Interests. As security for
---------------------------------------------
the due and punctual payment and performance of the Secured Indebtedness in
full, Grantor hereby agrees that the Secured Party shall have, and Grantor
hereby grants to and creates in favor of the Secured Party, for the benefit of
the Secured Party, to secure all of the Secured Indebtedness, a continuing first
priority security interest (or, alternatively, as high a priority security
3
interest as is permitted by law) in and to Grantor's Collateral. Without
limiting the generality of Section 4 below, Grantor further agrees that with
respect to each item of Collateral as to which (i) the creation of valid and
enforceable security interests is not governed exclusively by the Code or (ii)
the perfection of valid and enforceable security interests therein under the
Code cannot be accomplished by the Secured Party taking possession thereof or by
the filing in appropriate locations of appropriate Code financing statements
executed by the Grantor, Grantor will at its expense execute and deliver to the
Secured Party such documents, agreements, notices, assignments and instruments
and take such further actions as may be reasonably requested by the Secured
Party from time to time for the purpose of creating a valid and perfected first
priority lien (or, alternatively, as high a priority security interest as is
permitted by law) on such item, enforceable against the Grantor and all third
parties to secure the Secured Indebtedness.
3. Representations and Warranties. Grantor represents, warrants
-------------------------------
and covenants to the Secured Party that:
(a) Grantor is the legal and beneficial owner and holder
of the Collateral and Grantor has and will continue to have good and marketable
title to the Collateral which Grantor purports to own or which is reflected as
owned in its books and records.
(b) The Grantor has received value from the Secured Party
for Grantor's grant of security interests hereunder and, except for the security
interests granted to and created in favor of the Secured Party hereunder, all of
the Collateral is and will continue to be free and clear of all liens, except
any lien possessed by the Secured Party (the "Permitted Lien").
(c) Grantor has full power to enter into, execute,
deliver and carry out this Security Agreement and to perform its obligations
hereunder and all such actions have been duly authorized by all necessary
proceedings on its part. This Security Agreement has been duly and validly
executed and delivered by Grantor. This Security Agreement constitutes the
legal, valid and binding obligations of Grantor, enforceable against it in
accordance with its terms, except to the extent that enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforceability of creditors' rights generally or limiting the
right of specific performance.
(d) Neither the execution and delivery of this Security
Agreement nor compliance with the terms and provisions hereof (i) will conflict
with or result in any breach of the terms and conditions of the articles of
incorporation, bylaws or equivalent documents of Grantor or of any law or any
material agreement or instrument to which Grantor is a party or by which it is
bound or to which it is subject, (ii) will constitute a default under any of the
documents referred to in clause 3(d)(i) above or (iii) will result in the
4
creation or enforcement of any lien (other than the Permitted Lien) whatsoever
upon any Collateral (now or hereafter acquired) of Grantor.
4. Further Assurances. Grantor will, from time to time, at its
-------------------
expense, faithfully preserve and protect the Secured Party's security interests
in the Collateral as continuing first priority perfected security interests (or,
alternatively, as high a priority security interest as is permitted by law), and
will do all such other acts and things and will, upon request therefor by the
Secured Party, execute, deliver, file and record all such other documents and
instruments, including financing statements, security agreements, pledges,
assignments, documents and powers of attorney with respect to the Collateral,
and pay all filing fees and taxes related thereto as the Secured Party in its
reasonable discretion may deem necessary or advisable from time to time in order
to preserve, perfect or protect any security interest granted or purported to be
granted hereby or to enable the Secured Party to exercise and enforce its rights
and remedies hereunder with respect to any of the Collateral. Without limiting
the generality of the foregoing, to the extent Article 9 of the Code does not
govern the creation and/or perfection of the security interests intended to be
created hereunder, Grantor agrees to execute and deliver such further documents
and instruments and do such further acts as the Secured Party may from time to
time require.
5. Covenants. Grantor covenants and agrees that, (a) it will not
----------
sell, assign or otherwise dispose of any portion of the Collateral; (b) it will
obtain and maintain sole and exclusive possession of its Collateral; (c) it will
keep materially accurate and complete books and records concerning the
Collateral (d) it will promptly furnish to the Secured Party such information
and documents relating to the Collateral as the Secured Party may reasonably
request in order to confirm the status of the Secured Party's security interests
in such Collateral; (e) it will not take or omit to take any actions, the taking
or the omission of which might result in a material adverse alteration or
impairment of the Collateral or in a violation of this Security Agreement; and
(f) it will execute and deliver to the Secured Party and record such supplements
to this Security Agreement and additional assignments as the Secured Party
reasonably may request to evidence and confirm the security interests herein
contained.
6. Preservation of Security Interests. Grantor assumes full
----------------------------------------
responsibility for taking and hereby agrees to take any and all necessary steps
to preserve and defend the Secured Party's right, title and security interests
in and to the Collateral against the claims and demands of all persons. The
Secured Party shall be deemed to have exercised reasonable care in the custody
and preservation of the Collateral in the Secured Party's possession if, prior
to the existence of an Event of Default, the Secured Party takes such action for
that purpose as such Grantor shall reasonably request in writing, provided that
such requested action will not, in the judgment of the Secured Party, impair the
security interests in the Collateral created hereby or the Secured Party's
rights in, or the value of, such Collateral, and provided further that such
5
written request is received by the Secured Party in sufficient time to permit
the Secured Party to take the requested action.
7. Secured Party's Rights with Respect to the Collateral. At
----------------------------------------------------------
any time and from time to time, whether or not an Event of Default shall have
occurred, and without notice to or consent of the Grantor, the Secured Party
may, at its option, do any or all of the following: (a) do anything which the
Grantor is required but fails to do hereunder, and in particular the Secured
Party may, if the Grantor fails to do so, (i) insure or take any reasonable
steps to protect the Collateral, (ii) pay any or all taxes, levies, expenses and
costs arising with respect to the Collateral, or (iii) pay any or all premiums
payable on any policy of insurance required to be obtained or maintained
hereunder, and add any amounts paid under this Section 7 to the principal amount
of the Note, and other liabilities of Grantor secured by this Security
Agreement; (b) inspect the Collateral at any reasonable time; and (c) pay any
amounts the Secured Party reasonably elects to pay or advance hereunder on
account of insurance, taxes or other costs, fees or charges arising in
connection with the Collateral, either directly to the payee(s) of such cost,
fee or charge, directly to the Grantor, or to such payee(s) and Grantor,
jointly.
8. Remedies on Default. If there shall have occurred and be
----------------------
continuing an Event of Default under the terms of the Note, then the Secured
Party shall have such rights and remedies with respect to the Collateral or any
part thereof and the proceeds thereof as are provided by the Code and such other
rights and remedies with respect thereto which it may have at law or in equity
or under this Security Agreement, including to the extent not inconsistent with
the provisions of the Code or any other applicable law, the right to take over
and collect the Collateral which consists of amounts owing to Grantor to the
extent not prohibited by applicable law. To this end, the Secured Party shall
have the right to (a) transfer all or any part of any of the Collateral into the
Secured Party's name or into the name of its nominee or nominees and thereafter
receive all cash, stock and other dividends or distributions paid or payable in
respect thereof, and otherwise act with respect thereto as the absolute owner
thereof; (b) notify the obligors on any of the Collateral, whether accounts or
otherwise, to make payment thereon directly to the Secured Party, whether or not
the Grantor was theretofore making collections thereon; (c) take control of and
manage the Collateral; (d) apply to the payment of the Secured Indebtedness,
whether it be due and payable or not, any moneys, including cash dividends and
income from the Collateral, now or hereafter in the hands of the Secured Party,
on deposit or otherwise, belonging to Grantor, in accordance with Section 9
hereof; (e) endorse the name of the Grantor upon any checks or other evidences
of payment or any document or instrument that may come into the possession of
the Secured Party as proceeds of or relating to such Grantor's Collateral; (f)
demand, ▇▇▇ for, collect, compromise and give acquittances for the Collateral;
(g) prosecute, defend or compromise any action, claim or proceeding with respect
to the Collateral; and (h) take such other action as the Secured Party may deem
appropriate, including extending or modifying the terms of payment of the
6
debtors of Grantor. In addition, upon the occurrence of an Event of Default,
Grantor, at the request of the Secured Party, shall assemble all or any portion
of the Grantor's Collateral at such locations as the Secured Party shall
designate which are reasonably convenient to Grantor, and the Secured Party may
sell, assign, give an option or options to purchase or otherwise dispose of all
or any part of the Collateral at any public or private sale at such place or
places and at such time or times and upon such terms, whether for cash or on
credit, and in such manner, as the Secured Party may determine, and apply the
proceeds so received in accordance with Section 9 hereof. Written notice of sale
mailed by certified mail, return receipt requested, to the Grantor, at least ten
(10) calendar days prior to such sale shall be deemed reasonable notice.
In the event of a breach by Grantor in the performance of any
of the terms of this Security Agreement, the Secured Party may demand specific
performance of this Security Agreement and seek injunctive relief and may
exercise any other remedy, available at law or in equity, it being recognized
that the remedies of the Secured Party at law may not fully compensate the
Secured Party for the damages it may suffer in the event of a breach hereof.
9. Application of Proceeds. The proceeds of the Collateral shall
------------------------
be applied to Secured Indebtedness. Grantor shall be liable for any deficiency
if the proceeds of any sale, assignment, giving of an option or options to
purchase or other disposition of the Collateral is insufficient to pay all
amounts to which the Secured Party is entitled.
10. Attorneys-in-Fact. After an Event of Default the Grantor
------------------
hereby irrevocably appoints the Secured Party, its officers, employees and
agents, or any of them, as attorneys-in-fact, with full power of substitution,
for Grantor for the purpose of carrying out the provisions of this Security
Agreement and taking any action and executing, delivering, filing and recording
any instruments which the Secured Party may deem necessary or advisable to
accomplish the purposes hereof, which power of attorney being given for security
is coupled with an interest and irrevocable. The Grantor hereby ratifies and
confirms and agrees to ratify and confirm all action taken by the Secured Party,
its officers, employees or agents pursuant to the foregoing power of attorney.
11. Indemnity and Expenses.
-----------------------
(a) The Grantor unconditionally agrees to indemnify the
Secured Party from and against any and all claims, losses and liabilities
arising out of or resulting from this Security Agreement (including enforcement
of this Security Agreement), except claims, losses or liabilities resulting from
the gross negligence or willful misconduct of the Secured Party.
(b) The Grantor unconditionally agrees upon demand to pay
to the Secured Party the amount of any and all reasonable and necessary
out-of-pocket costs, expenses and disbursements, including fees and expenses of
7
its counsel, which the Secured Party may incur in connection with (i) the
administration of this Security Agreement, (ii) the custody, preservation, use
or operation of, or the sale of, collection from, or other realization upon, the
Collateral, (iii) the exercise or enforcement of any of the rights of the
Secured Party hereunder or (iv) the failure by the Grantor to perform or observe
any of the provisions hereof.
12. Security Interest Absolute; Waiver of Notices. All rights of
-----------------------------------------------
the Secured Party hereunder, all security interests hereunder, and all
obligations of the Grantor hereunder shall be absolute and unconditional,
irrespective of: (a) any lack of validity the Note or any of the other documents
delivered in connection therewith ("Other Documents"); (b) any change in the
time, manner or place or payment of, or in any other term of, all or any of the
Secured Indebtedness or any other amendment or waiver of or any consent to any
departure from the Note or any of the Other Documents; (c) any exchange, release
or non-perfection of any other Collateral; or (d) any other circumstance which
might otherwise constitute a defense available to, or a discharge of, any
Grantor or any third party mortgagors, pledgors or grantors of security
interests. Grantor waives any and all notice with respect to acceptance by the
Secured Party of this Security Agreement, the provisions of the Note or any of
the Other Documents or any other note, instrument or agreement relating to the
Secured Indebtedness, and any default in connection with the Secured
Indebtedness. Grantor waives any presentment, demand, notice of dishonor or
nonpayment, protest, notice of protest and any other notice of any kind in
connection with the Secured Indebtedness.
13. Termination. Upon payment in full of the Secured Indebtedness
------------
and termination of the Note, this Security Agreement shall terminate and be of
no further force and effect, and the Secured Party, at the Grantor's expense,
shall thereupon promptly return to Grantor the Collateral and such other
documents delivered by Grantor hereunder as may then be in the Secured Party's
possession. Upon any such termination, the Secured Party will, at the Grantor's
expense, execute and deliver to the Grantor such documents as that Grantor shall
reasonably request to evidence such termination.
14. Modifications, Amendments and Waivers. Any and all agreements
--------------------------------------
amending or changing any provision of this Security Agreement or the rights of
any of the Secured Party or the Grantor, and any and all waivers or consents to
Events of Default or other departures from the due performance of the Grantor
hereunder shall be made only pursuant to the provisions of the Note.
15. No Implied Waivers; Cumulative Remedies. No course of dealing
----------------------------------------
and no failure or delay on the part of the Secured Party in exercising any
right, remedy, power or privilege hereunder shall operate as a waiver thereof or
of any other right, remedy, power or privilege of the Secured Party hereunder;
and no single or partial exercise of any such right, remedy, power or privilege
shall preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights and remedies of the Secured
8
Party under this Security Agreement are cumulative and not exclusive of any
rights or remedies which it may otherwise have.
16. Notices. Unless otherwise provided in this Agreement, all
--------
notices are required or permitted to be given pursuant to this Agreement shall
be in writing, and shall be delivered either personally, by overnight delivery
service or by U.S. certified or registered mail, postage prepaid, return-receipt
requested and addressed to the parties at their respective addresses as the
appear below their signatures hereon. Notices may also be given by facsimile
transmission to the facsimile telephone numbers which appear below the parties'
respective signatures hereon, provided that either (a) receipt of the facsimile
transmission is acknowledged in writing by the receiving party, which may also
be by a facsimile transmission is acknowledged in writing by the receiving
party, which may also be by facsimile transmission, or (b) the transmitting
party obtains a written confirmation from its own facsimile machine showing that
the entire transmission was transmitted to the receiving party. The parties may
also change their addresses or facsimile telephone numbers for notice by giving
notice of such change in accordance with this section. Notices sent by overnight
delivery service shall be deemed received on the business day following the date
of deposit with the delivery service. Mailed notices shall be deemed received
upon the earlier of the date of delivery shown on the return-receipt, or the
second business day after the date of mailing. Notices sent by facsimile
transmission shall be deemed served on the date of transmission, provided that
all such notices are sent during regular business hours, otherwise on the next
business day.
17. Severability.
-------------
(a) Grantor agrees that the provisions of this Security
Agreement are severable, and in an action or proceeding involving any state or
federal bankruptcy, insolvency or other law affecting the rights of creditors
generally:
(i) if any clause or provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall affect only such clause or provision, or
part thereof, in such jurisdiction and shall not in any manner affect such
clause or provision in any other jurisdiction, or any other clause or provision
in this Agreement in any jurisdiction;
(ii) if this Security Agreement would be held or
determined to be void, invalid or unenforceable on account of the amount of the
aggregate liability of Grantor under this Security Agreement, then,
notwithstanding any other provision of this Security Agreement to the contrary,
the aggregate amount of such liability shall, without any further action by the
Secured Party, Grantor or any other person, be automatically limited and reduced
to the highest amount which is valid and enforceable as determined in such
action or proceeding.
9
(iii) If the grant of any security interest
hereunder by Grantor is held or determined to be void, invalid or unenforceable,
in whole or in part, such holding or determination shall not impair or affect
the validity and enforceability of any clause or provision not so held to be
void, invalid or unenforceable.
18. Governing Law. This Security Agreement shall be deemed to
---------------
be a contract under the laws of New Jersey and for all purposes shall be
governed by and construed in accordance with such internal laws, without
reference to its conflicts of law principles, except as required by mandatory
provisions of law and except to the extent that the validity or perfection of
security interests hereunder, or remedies hereunder with respect to the
Collateral, is governed by the laws of a jurisdiction other than the law of New
Jersey.
19. Successors and Assigns. This Security Agreement shall be
-------------------------
freely assignable and transferable by the Secured Party in connection with the
assignment or transfer of the Secured Indebtedness; provided, however, the
duties and obligations of the Grantor may not be delegated or transferred by the
Grantor, without the written consent of the Secured Party. The rights and
privileges of the Secured Party shall inure to their benefit and the benefit of
its respective successors and assigns and the duties and obligations of the
Grantor shall bind the Grantor and its respective successors and assigns.
20. Counterparts. This Security Agreement may be executed in any
-------------
number of counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed and delivered, shall be deemed an
original, but all such counterparts shall constitute but one and the same
instrument.
21. Consent to Jurisdiction; Waiver of Jury Trial. The Grantor
-------------------------------------------------
hereby irrevocably consents to the exclusive jurisdiction of the courts of New
Jersey and waives personal service of any and all process upon it and consents
that all such service of process be made by certified or registered mail
directed to the Grantor at the addresses set forth below and service so made
shall be deemed to be completed upon actual receipt thereof. The Grantor waives
any objection to jurisdiction and venue of any action instituted against it as
provided herein and agrees not to assert any defense based on lack of
jurisdiction or venue, AND THE SECURED PARTY WAIVES TRIAL BY JURY IN ANY ACTION,
SUIT, PROCEEDING OR COUNTERCLAIM WITH RESPECT TO THIS SECURITY AGREEMENT TO THE
FULL EXTENT PERMITTED BY LAW.
22. Interpretation. No rule of construction requiring
---------------
interpretation against the drafting party shall apply to the interpretation of
this Agreement. Additionally, nothwithstanding any other term in this Agreement,
this Agreement is meant to augment and supplement the rights and benefits
conferred upon Secured Party in other security agreements executed by Grantor
10
for the benefit of the Secured Party and shall not be interpreted to the
contrary.
WITNESS the due execution hereof as of the day and year first above
written.
ATTEST: "GRANTOR"
/s/ ▇▇▇▇▇ Santa ▇▇▇▇▇ NETWORK CONSULTING GROUP, INC.
---------------------
Signature
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ President
---------------------------------
▇▇▇▇▇ Santa ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------- President
Print Name
▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
-----------------------
ATTEST: "SECURED PARTY"
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ VDC COMMUNICATIONS, INC.
------------------
Signature
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------- Chief Executive Officer
Print Name
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
-----------------------
11