|
Exhibit 10.1
GENERAL SECURITY AGREEMENT
FROM:
Syntec Biofuel Inc., a Washington State Corporation with a
registered office at 520 Pike Street, Seattle, Washington (referred
to in this agreement as the “Debtor”),
-
in favour of –
Impulse Advertising Ltd., a British Columbia Corporation,
c/o15th Floor, 1040 West Georgia Street, Vancouver, BC, Vancouver,
BC (referred to in this agreement as the "Secured
Party").
WHEREAS the Secured Party has advanced funds to the Debtor
for use by the Debtor in its business:
AND WHEREAS the parties now wish to enter into this
agreement for purposes of securing the repayment to the Secured
Party of such funds;
NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:
|
1.
|
Grant of Security Interest
|
To
secure compliance with the obligations referred to in
paragraph 2 of this agreement, the Debtor hereby mortgages,
charges and assigns to the Secured Party and grants the
Secured Party a security interest (the "Security
Interest”) in all of the Assets and the Intellectual
Property, including patents applied for and/or issued,
relating to the method for producing catalysts and processes
for the manufacture of alcohol from syngas (collectively
referred to in this agreement as the
“Collateral”), of the Debtor now or hereafter
owned by the Debtor as outlined in Schedule A.
The
obligations secured by this agreement are the repayment by the
Debtor to the Secured Party of all amounts agreed to by the
Debtor pursuant to a promissory note between the parties in
the principal amount of $300,000 plus interest together with
all legal and other costs incurred by the Secured Party in the
collection thereof.
So
long as this agreement remains in effect, the Debtor covenants
and agrees:
|
(a)
|
To
diligently maintain, use and operate the Collateral and to conduct
the Debtor’s affairs in a proper and efficient manner so as
to preserve and protect the Collateral and the earnings, income,
rents and profits thereof;
|
|
(b)
|
Not
to sell, exchange, transfer, assign, lease or otherwise dispose of
the Collateral or any interest therein other than in the ordinary
course of the Debtor’s business or with the prior written
consent of the Secured Party;
|
|
(c)
|
To
cause all of the Collateral which is of a character usually insured
in comparable circumstances to be properly insured with reputable
insurers against loss or damage by fire or other hazards, to
maintain such insurance with loss payable to the Secured Party and
to deliver to the Secured Party evidence of such insurance
satisfactory to the Secured Party;
|
|
(d)
|
To
pay all rents, taxes, rates, levies, assessments and government
fees or dues lawfully levied, assessed or imposed in respect of the
Collateral or any part thereof as and when the same shall become
due and payable and to exhibit to the Secured Party, on demand, the
receipts and vouchers establishing such payments;
|
|
(e)
|
To
keep proper books of accounts in accordance with generally accepted
accounting principals, consistently applied, and to furnish to the
Secured Party, within 48 hours following the Secured Party’s
request during normal business hours, such financial information
and statements relating to the Collateral as the Secured Party may
from time to time require;
|
|
|
(f)
|
To
notify the Secured Party promptly of:
|
|
|
i.
|
Any
change in the information contained in this agreement;
|
|
|
ii.
|
The
details of any significant acquisition of, loss of or damage to the
Collateral;
|
|
|
iii.
|
Any
significant default in the payment to the Debtor of accounts which
are part of the Collateral; and
|
|
|
iv.
|
All
litigation before any court, administrative board or other tribunal
affecting the Debtor or the Collateral;
|
|
(g)
|
To
furnish to the Secured Party such other information with respect to
the Collateral as the Secured Party may from time to time
require;
|
|
(h)
|
Not
to, without the prior written consent of the Secured Party, create
any other security interest, mortgage, hypothec, charge, lien or
other encumbrance upon the Collateral or any part thereof ranking
or purporting to rank in priority to or equally with the Security
Interest; and
|
|
|
(i)
|
To
defend the title to the Collateral against all persons and, upon
demand by the Secured Party, to furnish such further assurance of
title and further security for the obligations herein secured and
to execute any written instruments or do any other acts necessary
to make effective the purposes and provisions of this
agreement.
|
At
the option of the Secured Party, the Security Interest shall
become enforceable if:
|
(a)
|
The
Debtor fails to pay or perform any of the obligations referred to
in paragraph 2 of this agreement;
|
|
(b)
|
The
Debtor fails to comply with any other commitments or provisions of
this agreement or other agreements between the parties referred to
herein;
|
|
