Trademark Security Agreement

Trademark Security Agreement

by Sendtec
February 9th, 2006
                                                                    Exhibit 10.5

                          TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this "TRADEMARK SECURITY AGREEMENT") is made
this 3rd day of February, 2006, among Grantors listed on the signature pages
hereof (collectively, jointly and severally, "GRANTORS" and each individually
"Grantor"), and Christiana Corporate Services, Inc., a Delaware corporation, in
its capacity as Agent for the Holders (together with its successors and assigns
in such capacity, "AGENT").

                                W I T N E S S E T H:

WHEREAS, pursuant to the Securities Purchase Agreement (the "PURCHASE
AGREEMENT") dated as of October 31, 2005, among SendTec Acquisition Corp.
("STAC") and the other parties thereto, and the Senior Secured Convertible
Debentures (the "DEBENTURES") issued by STAC pursuant to the Purchase Agreement,
the Holders have severally agreed to extend the loans evidenced by the
Debentures to STAC;

WHEREAS, pursuant to the Guaranty, Grantors have agreed to jointly and severally
guarantee the obligations owed by STAC under the Debentures;

WHEREAS, the Holders are willing to accept the Guaranty, but only upon the
condition, among others, that Grantors shall have executed and delivered to
Agent, for the benefit of Holders, that certain Guarantor Security Agreement
dated as of February 3rd, 2006 (including all annexes, exhibits or schedules
thereto, as from time to time amended, restated, supplemented or otherwise
modified, the "SECURITY AGREEMENT"); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute
and deliver to Agent, for the benefit of Holders, this Trademark Security
Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Grantor hereby agrees as
follows:



      1. DEFINED TERMS. All capitalized terms used but not otherwise defined
herein have the meanings given to them in the Security Agreement.

      2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby
grants to Agent, for the benefit of the Holders, a continuing first priority
security interest in all of such Grantor's right, title and interest in, to and
under the following, whether presently existing or hereafter created or acquired
(collectively, the "TRADEMARK COLLATERAL"):

         (a) all of its Trademarks and rights in and to Trademark Intellectual
Property Licenses to which it is a party including those referred to on Schedule
I hereto;

         (b) all extensions, modifications and renewals of the foregoing;

         (c) all goodwill of the business connected with the use of, and
symbolized by, each Trademark; and

         (d) all products and proceeds of the foregoing, including, without
limitation, any claim by such Grantor against third parties for past, present or
future (i) infringement or dilution of any Trademark, or (ii) injury to the
goodwill associated with any Trademark.

      3. SECURITY AGREEMENT. The security interests granted pursuant to this
Trademark Security Agreement are granted in conjunction with the security
interests granted to Agent, for the benefit of the Holders, pursuant to the
Security Agreement. Each Grantor hereby acknowledges and affirms that the rights
and remedies of Agent with respect to the security interest in the Trademark
Collateral made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.

      4. AUTHORIZATION TO SUPPLEMENT. Grantors hereby authorize Agent
unilaterally to modify this Agreement by amending SCHEDULE I to include any
trademarks, registrations, or applications therefor (including, without
limitation, extensions or renewals) which become part of the Trademark
Collateral under the Security Agreement. Notwithstanding the foregoing, no
failure to so modify this Trademark Security Agreement or amend SCHEDULE I shall
in any way affect, invalidate or detract from Agent's continuing security
interest in all Collateral, whether or not listed on SCHEDULE I.

      5. COUNTERPARTS. This Trademark Security Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
such separate counterparts shall together constitute but one and the same
instrument. Any signatures delivered by a party by facsimile transmission or by
e-mail transmission shall be deemed an original signature hereto.

                              [signature pages follow]




IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to
be executed and delivered by its duly authorized officer as of the date first
set forth above.

GRANTORS:                          RELATIONSERVE MEDIA, INC.,
                                   a Delaware corporation, as a Grantor

                                   By: /s/
                                      -----------------------------------

                                   Name:_________________________________

                                   Title:________________________________


                                   RELATIONSERVE ACCESS, INC.,
                                   a Delaware corporation, as a Grantor

                                   By: /s/
                                      -----------------------------------

                                   Name:_________________________________

                                   Title:________________________________


                                   FRIENDSAND, INC.,
                                   a Delaware corporation, as a Grantor

                                   By: /s/
                                      -----------------------------------

                                   Name:_________________________________

                                   Title:________________________________


                SIGNATURE PAGE OF TRADEMARK SECURITY AGREEMENT




AGENT:                             CHRISTIANA CORPORATE SERVICES, INC.,
                                   a Delaware corporation, as Agent

                                   By: /s/
                                      -----------------------------------

                                   Name:_________________________________

                                   Title:________________________________





                SIGNATURE PAGE OF TRADEMARK SECURITY AGREEMENT