EXHIBIT 10.15
TRADEMARK SECURITY AGREEMENT
----------------------------
WHEREAS, Avatar Systems, Inc., a Texas corporation ("Grantor"), owns
the Trademarks, Trademark registrations, and Trademark applications listed on
Schedule 1 annexed hereto, and is a party to the Trademark Licenses listed on
Schedule 1 annexed hereto; and
WHEREAS, Avatar Systems, Inc., a Texas corporation ("Borrower"), and
Bank One, Texas, N.A. ("Lender") are parties to a Loan Agreement dated as of
July 10, 2000 (as the same may be amended and in effect from time to time, the
"Loan Agreement"), providing for extensions of credit to be made to Borrower by
Lender; and
WHEREAS, pursuant to the terms of the Security Agreement dated as of
July 10, 2000 (as the same may be amended and in effect from time to time, the
"Security Agreement"), between Grantor and Lender (in such capacity, together
with its successors in such capacity, "Grantee"), Grantor has granted to Grantee
a security interest in substantially all the assets of Grantor including all
right, title and interest of Grantor in, to and under all now owned and
hereafter acquired Trademarks (as defined in the Security Agreement), Trademark
registrations, Trademark applications and Trademark Licenses (as defined in the
Security Agreement), together with the goodwill of the business symbolized by
Grantor's Trademarks, and all proceeds thereof, to secure, inter alia, the
payment and performance of the Secured Obligations (as therein defined);
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to
Grantee a continuing security interest in all of Grantor's right, title and
interest in, to and under the following (all of the following items or types of
property being herein collectively referred to as the "Trademark Collateral"),
whether presently existing or hereafter created or acquired:
(1) each Trademark, Trademark registration and Trademark
application, including, without limitation, the Trademarks, Trademark
registrations (together with any reissues, continuations or extensions
thereof and Trademark applications referred to in Schedule 1 annexed
hereto, and all of the goodwill of the business connected with the use
of, and symbolized by, each Trademark, Trademark registration and
Trademark application;
(2) each Trademark License and all of the goodwill of the
business connected with the use of, and symbolized by, each Trademark
License; and
(3) all products and proceeds of the foregoing, including,
without limitation, any claim by Grantor against third parties for
past, present or future (a) infringement or dilution of any Trademark
or Trademark registration including, without limitation, the Trademarks
and Trademark registrations referred to in Schedule 1 annexed hereto,
the Trademark registrations issued with respect to the Trademark
applications referred in Schedule 1 and the Trademarks licensed under
any Trademark License, or (b) injury to the goodwill associated with
any Trademark, Trademark registration or Trademark licensed under any
Trademark License.
TRADEMARK SECURITY AGREEMENT - Page 1
This security interest is granted in conjunction with the security interests
granted to Grantee pursuant to the Security Agreement. Grantor hereby
acknowledges and affirms that the rights and remedies of Grantee 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.
IN WITNESS WHEREOF, Grantor has caused this Trademark Security
Agreement to be duly executed by its duly authorized officer thereunto as of the
10" day of July, 2000.
GRANTOR:
AVATAR SYSTEM
(CORPORATE SEAL) By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------
Xxxxxx X. Xxxxxx, Xx., President
Acknowledged:
BANK ONE, TEXAS, N.A.
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, President
TRADEMARK SECURITY AGREEMENT - Page 2
ACKNOWLEDGMENT
STATE OF ss.
---------------------------
ss.
COUNTY OF ss.
--------------------------
On the _____ day of ______________, 2000, before me personally appeared
_____________________, to me personally known or proved to me on the basis of
satisfactory evidence to be the person described in and who executed the
foregoing instrument as ___________________ of ______________________, who being
by me duly sworn, did depose and say that he is _____________________ of
______________________, the described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that the said instrument was signed and
sealed on behalf of said corporation by order of its Board of Directors; that he
signed his name thereto by like order; and that he acknowledged said instrument
to be the free act and deed of said corporation.
(Seal) ---------------------------
Notary Public
TRADEMARK SECURITY AGREEMENT - Page 3
ACKNOWLEDGMENT
STATE OF ss.
---------------------------
ss.
COUNTY OF ss.
--------------------------
On the _____ day of ______________, 2000, before me personally appeared
_____________________, to me personally known or proved to me on the basis of
satisfactory evidence to be the person described in and who executed the
foregoing instrument as Vice President of Bank One, Texas, N.A. who being by me
duly sworn, did depose and say that he is Vice President of Bank One, Texas,
N.A., the national banking association described in and which executed the
foregoing instrument; that the said instrument was signed and sealed on behalf
of said national banking association under due authority granted by such
national banking association; that he signed his name thereto by like order; and
that he acknowledged said instrument to be the free act and deed of said
national banking association.
(Seal) ---------------------------
Notary Public
TRADEMARK SECURITY AGREEMENT - Page 4
Schedule 1
to Trademark
Security Agreement
UNITED STATES TRADEMARK REGISTRATIONS
Registration Registration
Grantor Xxxx Country Number Date
------- ---- ------- ------ ----
None.
UNITED STATES TRADEMARK APPLICATIONS
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Xxxx Application Serial No.
---- ----------------------
AVATAR 75-614, 378
PETROWARE 75-623, 916
PETROWARE 2000 75-894, 228
PETROWARE PLUS 75-894, 236
FOREIGN TRADEMARK REGISTRATIONS
-------------------------------
None.
FOREIGN TRADEMARK APPLICATIONS
------------------------------
None.
TRADEMARK LICENSES
------------------
None.
UNREGISTERED TRADEMARKS
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None.
TRADEMARK SECURITY AGREEMENT - Page 5
