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SECURITY AGREEMENT

Security Agreement

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This Security Agreement involves

PASHMINADEPOT.COM, INC

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Title: SECURITY AGREEMENT
Date: 9/15/2009

SECURITY AGREEMENT, Parties: pashminadepot.com  inc
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Exhibit 10.5

 

 

SECURITY AGREEMENT

 

SECURITY AGREEMENT, dated September 10, 2009, by and between SwissINSO SA, a Swiss corporation (“Debtor”), with an address at Route de Friboourg 15, CH 1723, Marly, Switzerland and Pashminadepot.com, Inc., a Florida corporation (the “Secured Party”).

 

W I T N E S S E T H:

 

WHEREAS, Debtor has issued or will be issuing to Secured Party secured promissory notes (the “Notes”), in the aggregate principal amount of $750,000; and

 

WHEREAS, as security for the prompt and complete payment and performance in full of the Notes and the other Secured Obligations (as herein defined), Debtor has agreed to enter into this Security Agreement assigning, pledging, conveying, hypothecating, transferring, granting and delivering to Secured Party a security interest in and to the Collateral (as defined herein).

 

NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

 

1.            SECURITY INTEREST .

 

1.1 Grant of Security . As security for the prompt and complete payment and performance in full of the indebtedness, together with all interest, fees and other charges, arising under the Notes or this Security Agreement, and including, any of its remedies under the Notes or this Security Agreement (“Secured Oligations”), Debtor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Secured Party a first priority lien on and security interest in, all of the Debtor’s right, title and interest in, to and under, all of the property and assets currently owned or owing to, or hereafter acquired or arising in favor or, Debtor, wherever located, including, but not limited to, all accounts, deposit accounts, chattel paper, instruments, documents, securities, contract rights, receivables, equipment, goods, inventory, investment property, goodwill, general intangibles, intellectual property, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, Internet domain names, service marks, trade secrets, know-how, technology, software, hardware, commercial tort claims, warranties and guarantees, as any of the foregoing terms may be defined in the UCC, and including any products, proceeds (including insurance proceeds) or income derived therefrom, whether by disposition or otherwise (all of the above, collectively, the “Collateral”).

 

1.2 Continuing Agreement . This Security Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until performance in full of the Secured Obligations.


 

1.3            Termination. Upon satisfaction of the Secured Obligations this Agreement shall automatically be null and void and have no further force and effect without any action on the part of either party.

 

 

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2.            PERFECTION OF SECURITY INTEREST .

 

2.1 Authorization to File Financing Statements . Debtor agrees to execute all such financing statements pursuant to the Uniform Commercial Code or similar filings as in effect from time to time in Switzerland or other foreign jurisdictions (the "UCC") or other notices appropriate under applicable law.

 

2.2            Collateral Covenants.   To further insure the attachment, perfection and priority of, and the ability of Secured Party to enforce Secured Party’s security interest in the Collateral, Debtor agrees to take any and all other actions as Secured Party may determine to be necessary or useful for the attachment, perfection, and priority of, and the ability of Secured Party to enforce, Secured Party's security interest in the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor's signature is required therefor, (b) complying with any provision of any statute, regulation, or treaty of the United States or any foreign country as to the Collateral if compliance with suc


 
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