Execution Copy
SECURITY AGREEMENT - PLEDGE
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MT ULTIMATE HEALTHCARE CORP., a Nevada corporation, hereinafter called
"Debtor" or "Company", and MARATHON HEALTH CARE, INC., a newly-formed Delaware
corporation, hereinafter called "Secured Party", agree as follows:
Section I. Creation of Security Interest.
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Debtor hereby pledges, grants a security interest in, mortgages,
assigns, transfers, delivers, sets over and confirms unto Secured Party the
Collateral described in Section II of this Security Agreement to secure
performance and payment of that certain promissory note dated September 28,
2004 in the principal amount of $295,000.00 payable to ▇▇▇▇ ▇▇▇▇▇, a
third-party ("▇▇▇▇▇"), terms of note, hereinafter sometimes called the
"Secured Indebtedness".
Section II. Collateral.
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The Collateral of this Security Agreement consists of Twenty Million
(20,000,000) shares of common stock of the Company represented by a share
certificate to be issued in the name of Marathon Health Care, Inc. in
connection with a b-reorganization (the "Common Share Certificate"). Upon the
execution of this Security Agreement, the Common Share Certificate will be
delivered to Reitler ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLC, as escrow agent (the "Escrow
Agent"). Except as provided in Section 6.01 of this Security Agreement, the
Collateral includes rights to receive dividends, stock dividends, dividends
paid in stock, distributions upon redemption or liquidation, distributions as
a result of split-ups, recapitalizations or rearrangements, all stock rights,
rights to subscribe, voting rights, rights to receive securities, and all new
securities; and all other property which Debtor may hereafter become entitled
to receive on account of such securities, and in the event Debtor receives any
such property, Debtor will immediately deliver same to Secured Party to be
held by Secured Party in the same manner as the property originally deposited
as Collateral. The Collateral of this Security Agreement also includes (i)
the proceeds of any and all property described above and (ii) any and all cash
dividends of and from any and all property described above.
Section III. Payment Obligations of Debtor.
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3.1 Debtor shall pay to ▇▇▇▇▇ any sum or sums due or which may become
due pursuant to the Secured Indebtedness. In the Event of Default (as defined
in Section 5.1), Secured Party shall pay to ▇▇▇▇▇ any sum or sums due or which
may become due pursuant to the Secured Indebtedness and shall indemnify the
Company and Debtor against any and all claims related to the Secured
Indebtedness.
3.2 Secured Party shall pay the entire unpaid indebtedness of Debtor
to ▇▇▇▇▇, due pursuant to the Secured Indebtedness upon Debtor's default under
this Security Agreement.
Section IV. Voting Rights and Dividends.
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4.1 So long as the Debtor is not in default under the terms of the
Secured Indebtedness or this Security Agreement, Debtor shall be entitled to
exercise all voting and consensual powers and rights pertaining to the
Collateral or any part thereof for all purposes not inconsistent with the
terms of this Security Agreement and shall be entitled to receive and retain
all dividends on the Collateral or any part thereof.
Section V. Event of Default.
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5.1 Debtor shall be in default under this Security Agreement upon the
occurrence of an event of default as such term is defined in the Secured
Indebtedness, including but not limited to the failure to pay any principal of
or interest on the Secured Indebtedness as and when due in accordance with the
terms of the Secured Indebtedness (hereinafter called "Event of Default")
which is not cured within five days after receiving written notice of an Event
of Default under this Security Agreement or the Secured Indebtedness:
Section VI. Remedies in Event of Default.
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6.1 Upon the occurrence of an Event of Default, upon three days prior
written notice of Secured Party's intent to exercise its remedies under this
Section 6.1 during which time Debtor shall have an opportunity to cure the
Event of Default, Secured Party shall liquidate the Collateral as provided
herein and shall apply the net proceeds thereof to the repayment of the
Secured Indebtedness. In the event that there should be any excess of such
net proceeds over and above the amount paid to discharge the Secured
Indebtedness, together with expenses relating to such liquidation and
discharge, such excess shall be promptly returned to Debtor. In the event
that such net proceeds should be insufficient to discharge the Secured
Indebtedness, together with expenses relating to such liquidation and
discharge, such the remainder of the Secured Indebtedness shall be immediately
repaid by Debtor to ▇▇▇▇▇.
6.2 The Secured Party's remedies herein expressly provided shall be in
addition to those rights and remedies provided under the Uniform Commercial
Code of New York and any and all other remedies existing at law or in equity.
6.3 It is hereby acknowledged and agreed that, subject to applicable
law, the liquidation of the Collateral pursuant to Section 6.1 shall be in
compliance with applicable securities laws.
Section VII. Additional Agreements.
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7.1 If all of the Secured Indebtedness is paid as the same becomes due
and payable, and if all of the covenants, warranties, undertakings and
agreements made in this Security Agreement are kept and performed, then and in
that event only, all rights under this Security Agreement shall terminate and
the Collateral shall become wholly clear of the security interest evidenced
hereby, and such security interest shall be released by Secured Party in due
form at Debtor's cost.
7.2 A carbon, photographic or other reproduction of this Security
Agreement of any financing statement relating to this Security Agreement shall
be sufficient as a financing statement.
7.3 Debtor will pay all such recording, filing, re-recording and
refiling taxes, fees and other charges.
7.4 In the event the ownership of the Collateral or any part thereof
becomes vested in a person other than Debtor, Secured Party may, without
notice to Debtor, deal with such successor or successors in interest with
reference to this Security Agreement and to the indebtedness secured hereby in
the same manner as with Debtor, without in any way vitiating or discharging
Debtor's liability hereunder or for the payment of the indebtedness secured
hereby.
7.5 If any part of the secured indebtedness cannot be lawfully secured
by this Security Agreement, or if any part of the Collateral cannot lawfully
be subject to the security interest hereof to the full extent of such
indebtedness, then all payments made shall be applied on said indebtedness
first in discharge of that portion thereof which is not secured by this
Security Agreement.
7.6 Secured Party may not, without obtaining the prior written consent
of Debtor, assign this Security Agreement so that the assignee shall be
entitled to the rights and remedies of Secured Party hereunder and in the
event of such assignment, Debtor will assert no claims or defenses relating to
the payment of the Secured Indebtedness it may have against the assignee
except those granted in this Security Agreement.
7.7 Any notice, request, demand or other communication required or
permitted hereunder shall be given in writing by delivering same in person to
the intended addressee, or by United States Postal Service, postage prepaid,
registered or certified mail, return receipt requested, or by prepaid telegram
(provided that such telegram is confirmed by mail in the manner previously
described), sent to the intended addressee at the address shown in this
Security Agreement, or to such different address as the addressee shall have
designated by written notice sent in accordance herewith and actually received
by the other party at least ten (10) days in advance of the date upon which
such change of address shall be effective.
7.8 This Security Agreement shall be binding upon Debtor, and the
heirs, devisees, administrators, executors, personal representatives,
receivers, trustees, successors and assigns of Debtor, including all
successors in interest of Debtor in and to all or any part of the Collateral,
and shall inure to the benefit of Secured Party and the successors and assigns
of Secured Party. All references in this Security Agreement to Debtor or
Secured Party shall be deemed to include all such parties.
7.9 Whenever possible each provision of this Security Agreement shall
be interpreted in such manner as to be effective and valid under applicable
law. A determination that any provision of this Security Agreement is
unenforceable or invalid shall not affect the enforceability or validity of
any other provision, and any determination that the application of any
provision of this Security Agreement to any person or circumstance is illegal
or unenforceable shall not affect the enforceability or validity of such
provision as it may apply to any other persons or circumstances.
7.10 Secured Party may, by any employee or employees it designates,
execute, sign, endorse, transfer, or deliver in the name of Debtor, notes,
checks, drafts, or other instruments for the payment of money and receipts or
any other documents necessary to evidence, perfect and realize upon the
security interests and obligations of this Security Agreement.
7.11 The Collateral will be held by the Escrow Agent.
7.12 The pronouns used in this Security Agreement are in the masculine
gender but shall be construed as feminine or neuter as occasion may require.
7.13 The term "Debtor" as used in this Security Agreement shall be
construed as singular or plural to correspond with the number of persons
executing this Security Agreement as Debtor. If more than one person executes
this Security Agreement as Debtor, their obligations under this Security
Agreement shall be joint and several.
7.14 The section headings appearing in this Security Agreement have
been inserted for convenience only and shall be given no substantive meaning
or significance whatever in construing the terms and provisions of this
Security Agreement.
7.15 This Security Agreement shall be governed by and construed in
accordance with the laws of the State of New York and the United States of
America.
7.16 This Security Agreement shall terminate on the date on which all
obligations of the Secured Indebtedness have been performed, satisfied, paid
or discharged in full, at which time the Secured party shall promptly return
the Common Share Certificate to the Debtor.
7.17. The parties hereto agree that, from time to time upon the
written request of any party hereto, they will execute and deliver such
further documents and do such other acts and things as such party may
reasonably request in order fully to effect the purposes of this Security
Agreement. The Secured Party acknowledge that they are aware that Debtor
shall have no obligations whatsoever to the Secured Party beyond the
Collateral pledged for the Secured Indebtedness set forth herein, and no
request for further assurance may or shall increase such Secured Indebtedness.
EXECUTED as of this 4th day of November, 2005.
MT ULTIMATE HEALTHCARE CORP.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice-President
Address:
"DEBTOR:
MARATHON HEALTH CARE, INC
By: /s/ MacDonald Tudeme
Name: MacDonald ▇▇▇▇▇▇
Title: CEO
Address:
"SECURED PARTY"