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<pre>
Exhibit 10.5
RESTRICTED ACCOUNT AGREEMENT
This Restricted Account Agreement (this "Agreement") is entered
into this 13th
day of July, 2007, by and among NORTH FORK BANK, a New York
banking corporation
with offices at 275 Broadhollow Road, Melville, New York 11747
(together with
its successors and assigns, the "Bank"), RPM TECHNOLOGIES, INC.,
a Delaware
corporation with offices at 9981 West 190th Street, Suite C,
Mokena, Illinois
60448 (together with its successors and assigns, the "Company"),
and LAURUS
MASTER FUND, LTD., a Cayman Islands corporation with offices at
335 Madison
Avenue, 10th Floor, New York, New York 10017 (together with its
successors and
assigns, "Laurus"). Unless otherwise defined herein, capitalized
terms used
herein shall have the meaning provided such terms in the
Purchase Agreement
referred to below.
WHEREAS, Laurus has provided financing to the Company, which
financing is
evidenced by a Securities Purchase Agreement (as amended,
modified or
supplemented from time to time, the "Purchase Agreement") and
the Related
Agreements referred to therein;
WHEREAS, the Company and Laurus have retained the Bank to
provide certain
services with respect to the Restricted Account (as defined
below); and
WHERERAS, the Company and Laurus have agreed that an amount of
cash equal to
$679,059.50 shall be deposited by Laurus on behalf of the
Company by wire
transfer of immediately available funds into the Restricted
Account, which cash
shall be held by the Bank for the benefit of Laurus, as security
for the
Company's and its Subsidiaries' obligations under the Purchase
Agreement and the
Related Agreements. For the purposes of this Agreement, the
"Restricted
Account" shall mean that certain deposit account (as defined in
Section 9-102 of
the Uniform Commercial Code as in effect in the State of New
York on the date
hereof) described on Exhibit A hereto, which Restricted Account
shall be
maintained at the Bank and shall be in the sole dominion and
control of Laurus;
NOW THEREFORE, in consideration of the mutual promises contained
herein and for
other good and valuable consideration the sufficiency of which
is hereby
acknowledged, the parties hereto agree as follows:
1. The Bank is hereby authorized to accept for deposit into the
Restricted
Account the sum of $679,059.50. The Bank hereby agrees to hold
any and all
monies, and other amounts from time to time on deposit and/or
held in the
Restricted Account for the benefit of Laurus and shall not
release any monies
held in the Restricted Account until such time as the Bank shall
have received a
notice from Laurus substantially in the form attached hereto as
Exhibit B (a
"Release Notice"). Following the receipt of a Release Notice
from Laurus, the
Bank agrees to promptly disburse the amount of cash referred to
in such Release
Notice to such account as Laurus shall determine in its sole
discretion. The
Bank hereby agrees that it will only comply with written
instructions originated
by Laurus directing disposition of funds in the Restricted
Account. The Company
hereby irrevocably authorizes the Bank to comply with any and
all instructions
given to the Bank by Laurus with respect to the Restricted
Account without
further consent by the Company. The Bank, the Company and Laurus
agree that the
Restricted Account is in Laurus' sole dominion and control.
2. Each of the Company, Laurus and the Bank hereby agrees that
the
Restricted Account shall not be closed, and the account name and
account number
in respect thereof shall not be changed, in any case, without
the consent of
Laurus, except as specifically provided for in Section 9
below.
3. The Bank hereby subordinates any claims and security
interests it may
have against, or with respect to, the Restricted Account
(including any amounts
from time to time on deposit therein) to the security interests
of Laurus
therein, and agrees that no amounts shall be charged by it to,
or withheld or
set-off or otherwise recouped by it from, the Restricted Account
or any amounts
from time to time on deposit therein; provided that, in
connection with all
service charges and any other charges which the Bank is entitled
to receive in
connection with the servicing and maintaining of the Restricted
Account (such
charges, collectively, the "Charges"), each of the Company,
Laurus and the Bank
hereby agrees that the Bank will collect such Charges in the
following manner:
(a) first, the Bank will charge other deposit accounts
maintained by the Company
with the Bank, (b) second, in the event that there are
insufficient collected
funds in such other deposit accounts to pay such Charges, the
Bank will promptly
notify the Company and Laurus with respect to same and, within
seven (7)
business days of the Company's receipt of such notice, the
Company shall pay to
the Bank the full amount of such Charges then due, and (c)
third, if the
Company fails to pay to the Bank such Charges then due within
the time period
set forth in the preceding clause (b), the Bank will promptly
provide a written
notice to Laurus of such occurrence and, in
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