Exhibit
10.3
SECURITY AGREEMENT
Security Agreement,
dated as of April 13,
2007 between Cy E. Hammond and Irene
Lebovics ("Secured
Parties"),
and Pro Tech
Communications,
Inc., a Florida
corporation ("Debtor").
1. Security
Interest. Debtor hereby grants to Secured
Parties a
continuing,
first priority
security interest (the
"Security Interest")
in all of the
collateral described in Exhibit A hereto (collectively,
the "Collateral").
The
Security Interest in the Collateral shall secure the payment and
performance of the Secured Promissory Notes, dated as the date
hereof, from
Debtor to each of the Secured Parties, each in the principal amount of
Two
Thousand Eight
Hundred Seventy-Two Dollars and Fifty Cents
($2,872.50)
along with the
payment and performance of all other liabilities and
obligations of Debtor
to Secured Parties
of every kind and
description,
direct or indirect,
absolute or
contingent,
due or to become
due, now
existing or hereafter arising; provided, however, that such
liabilities and
obligations shall not
include any
liabilities or obligations arising out
of,
or in connection with, either of the Secured Parties employment by, or
service as an
officer or a member of
the Board of Directors
of, Debtor
(collectively, the
"Obligations"). The
parties intend that the Collateral
is
and will at all times remain personal property despite the fact that,
and
irrespective of the manner in which, it may be attached to
realty.
2. Debtor
Covenants.
Debtor hereby
warrants and covenants
that (a) Debtor's
chief place of business is at 375 Bridgeport Avenue, 2nd Floor, Shelton,
Connecticut 06484 (the
"Premises") and Debtor will give each of the Secured
Parties prior
written notice of any change in
Debtor's chief place of
business; (b) the
Collateral will be
kept at the Premises and will not be
removed therefrom
other than in the ordinary course of business to another
location within
the State of
Connecticut,
or with each of the Secured
Parties' prior
written consent; (c) Debtor will not sell,
dispose, or
otherwise transfer the
Collateral or any interest therein, other than in
the
ordinary course of business for fair consideration, or with each of
the
Secured Parties'
prior written consent; (d) Debtor shall keep the
Collateral free and clear from all other liens or encumbrances, including
but
not limited to those
relating to unpaid
charges (including
rent) or
taxes; (e) Debtor
shall upon
request of either of the Secured Parties
execute, alone or with
Secured Parties, any
Financing Statement or
other
documents to record or evidence the Security Interest, and shall cooperate
with
Secured Parties in the
filing of same in all public offices in which
filing is deemed by Secured Parties to be necessary or appropriate; (f)
Debtor shall maintain insurance with respect to all physical
Collateral at
all
times against risks of fire, theft and other similar risks, in such
amounts as Secured
Parties may reasonably
require; and (g) Debtor shall
make
all repairs,
replacements,
additions and
improvements necessary
to
maintain any equipment Collateral in good working o
