EXHIBIT 4.7
SECURITY AGREEMENT
The parties to this security agreement are:
SECURED PARTY:
Name:
DEBTOR
Name: World Diagnostics, Inc.
This security agreement is dated: July 26, 2001
1. Debtor grants to secured Party a security interest in the property
described in this security agreement ("Collateral") and its proceeds, on the
terms and conditions set forth in this security agreement.
2. The security interest in the Collateral and its proceeds is given to
secure the "Indebtedness", which is defined as: (a) the payment of a promissory
note, executed and delivered by Debtor to Secured Party, dated July 26, 2001, in
the principal amount of $ _______ payable as provide in the note, and extensions
and renewals of that note; and (b) performance by Debtor of this security
agreement. Unless Debtor shall have otherwise agreed in writing, the security
interest in the Collateral shall not include "consumer credit" subject to the
disclosure requirements of the federal Truth in Lending Act or any regulations
promulgated under that Act.
3. The property in which the security interest is granted (the Collateral)
is:
a. accounts
b. goods
c. equipment
d. inventory
e. patents
f. licenses (including software licenses)
g. trademarks and trade names
h. goodwill
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i. work in progress
j. cash
k. money in a savings or deposit account
l. securities, and any negotiable documents
m. All rights to the payment of money, whether due or to become due and
whether or not earned by performance, including but not limited to accounts,
contract rights, revolving fund credits, patronage dividends, chattel paper,
leases, conditional sale contracts, documents, warehouse receipts, and
instruments.
n. All general intangibles
o. All property similar to that described as Collateral in this
agreement, acquired by Debtor at any time, including but not limited to
addition, replacements, progeny of livestock, and all products of the
Collateral.
p. All proceeds from the sale or other disposition of the Collateral.
4. Debtor warrants that:
a. Debtor is the owner of the Collateral, clear of all liens and
security interests except the security interest granted by this security
agreement.
b. Debtor has the rights to make this security agreement.
5. Debtor agrees:
a. To pay Secured Party all amounts payable on the promissory note
mentioned in this security agreement and all other obligations of debtor held by
secured party on or before the date when due and payable, whether at maturity,
by acceleration, or otherwise; to perform all terms of the note and this
security agreements; and to pay all obligations required under the terms of this
security agreement.
b. To use proceeds of all loans for the purposes agreed on.
c. To execute and deliver to Secured Party financing statements with
respect to the Collateral (in number, form, and substance satisfactory to
Secured Party) and such additional security documentation as and when Secured
Party may request to effect the purposes of this security agreement; to deliver
to Secured Party at its request financial statements, schedules, lists of
property and accounts, budgets, books and records, forecasts, reports, tax
returns, contracts, and other information relation in any manner to the
Collateral.
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d. To defend the Collateral against the claims and demands of all
persons and entities.
e. To insure the Collateral against all hazards, in form and amount
satisfactory to Secured Party; and, if requested by Secured Party, to obtain
loss-payable endorsements in favor of Secured Party.
f. To Keep the Collateral in good condition.
g. To immediately pay Secured Party, as part of the secured debt, all
amounts, with interest, paid or advanced by Secured Party for (1) taxes, levies,
insurance, and repairs to or maintenance of the Collateral; (2) the taking of
possession of, disposing of, or preserving of the Collateral after any default
described in this agreement; and (3) attorneys' fess incurred by Secured Party
in the enforcement of its rights under this agreement.
h. To notify Secured Party in writing before any change in Debtor's
place of business, or if Debtor has or acquires more than one place of business,
before any change in Debtor's chief executive office.
i. To immediately notify Secured Party of any proposed or actual change
of Debtor's name, identity, or corporate structure.
j. To immediately notify Secured Party in writing when Debtor becomes
aware of any event that substantially affects the value of the Collateral, the
ability of Debtor or Secured Party to dispose of the Collateral, or the rights
and remedies of Secured Party in relation to the Collateral, including, but not
limited to, the levy of any legal process against the Collateral and the
adoption of any marketing order, arrangement, or procedure affecting the
Collateral, whether governmental or otherwise.
k. If any Collateral is or becomes the subject of any negotiable
document of title, including any warehouse receipt or xxxx of lading, Debtor
shall deliver that document to Secured Party.
6. Without the prior written consent of Secured Party, Debtor will not:
a. Permit any of the Collateral to be removed from the real property on
which it is located.
b. Permit any liens or security interests (other than Secured Party's
security interest) to attach to the Collateral; permit any Collateral to be
levied on under legal process; dispose of any of the Collateral except in the
ordinary course of business as it was conducted on the date of execution of this
agreement; or permit anything to be done that may impair the value of the
Collateral or of the security interest created by this agreement.
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7. If Debtor fails to obtain insurance as required by this agreement,
Secured Party shall have the right to obtain it at Debtor's expense. Debtor
hereby assigns to Secured Party the right to receive proceeds of all insurance
required by this security agreement, not exceeding the amount of the
indebtedness. Debtor directs any insurer to pay all proceeds directly to Secured
Party, and authorizes Secured Party to endorse any draft or check for the
proceeds. If Debtor fails to make any payments necessary to preserve and protect
the Collateral, Secured Party may make the payments. Any payments made by
Secured Party under the provisions of this paragraph shall be secured by this
agreement and shall be immediately due and payable by Debtor to Secured Party.
8. Secured Party may, and may require Debtor to, do the following:
a. Notify any account debtors, buyers of Collateral or other persons of
Secured Party's interest in the Collateral and its products and proceeds;
b. Make direct demand for and collect any receivables and proceeds of
Collateral; and
c. Do all things incident to such notifications, demands, and
collection.
9. Debtor nominates and appoints Secured Party as Debtor's attorney in
fact to perform all acts and things that Secured Party may consider necessary or
advisable to perfect and continue perfected the security interest created by
this agreement, and to protect the Collateral.
10. Until default, Debtor may retain possession of the Collateral and use
it in any lawful manner not inconsistent with this agreement or with the terms
and conditions of any policy of insurance.
11. Any one or more of the following shall be a default under this
agreement:
a. Debtor's failure to pay when due any payment to Secured Party
secured by this agreement.
b. Debtor's breach of any term, provision, warranty, or representation
of this agreement or of any other security agreement or other agreement between
Debtor and Secured Party.
c. The appointment of any receiver or trustee of all or a substantial
portion of the assets of Debtor.
d. Debtor's becoming insolvent or unable to pay debts as they mature,
or making a general assignment for the benefit of creditors.
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e. The issuance of any levy of attachment, execution, tax assessment,
or similar process against the Collateral if not release within then days of
issuance.
f. Debtor's furnishing to Secured Party any financial statement, profit
and loss statement, borrowing certificate or schedule, or other statement that
is false or incorrect in any material respect.
12. In the event of any default, Secured Party may do any one or more of
the following:
a. Declare any indebtedness of Debtor to Secured Party secured by this
agreement immediately due and payable.
b. Enforce the security interest given in this agreement under the
provisions of the Florida Uniform Commercial Code or any other applicable law.
c. Require Debtor to assemble the Collateral and the records pertaining
to it and to make them available to Secured Party at a place designated by
Secured Party.
d. Enter the premises of Debtor and take possession of the Collateral
or of any part of it and of the records pertaining to the Collateral.
e. Take any measures that Secured Party may consider necessary for the
care, growth, protection, preservation, and marketing of the Collateral.
f. Use, in connection with any assembly or disposition of the
collateral, any trademark, trade name, trade style, copyright, patent right, or
technical process used or utilized by Debtor.
13. Any notice to be given under the terms of this agreement shall be sent
by either party to the address shown with the name of the signing party below,
or to such other address as either party may furnish in writing to the other
party.
14. Neither any waiver, express or implied, of any provision of this
agreement, nor any delay or failure by Secured Party to enforce any provision,
shall preclude Secured Party from later enforcing any such provision.
15. All rights of Secured Party under this agreement shall inure to the
benefit of its successors and assigns. All obligations of Debtor shall bind its
heirs, executors, administrators, successors, and assigns. If there is more than
one Debtor, their obligations shall be joint and several.
16. This agreement shall be governed by and interpreted according to the
laws of the State of Florida.
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17. All rights and remedies provide in this agreement are cumulative and
are not exclusive of any rights or remedies otherwise provided by law. Any
single or partial exercise of any right or remedy shall not preclude its further
exercise or the exercise of any other right or remedy.
18. All terms not defined in this agreement are used as set forth in the
Florida Uniform Commercial Code.
19. Debtor agrees to pay the costs, including reasonable attorneys fees
and other expenses, of any action by Secured Party to enforce this security
agreement.
Dated: July 26, 2001 DEBTOR
By: ___________________________________
Xxx Xxxxxx, President
By: ___________________________________
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