Exhibit 10.25
SECURITY AGREEMENT
Securing Subordinated Convertible Debenture
Issued by Natural Solutions Corporation, June 1, 2000
AGREEMENT, effective as of the 1st Day of June, 2000, by and between Natural
Solutions Corporation, for use in Virginia "Natural Solutions Corporation of
Nevada," on behalf of itself and its wholly-owned subsidiaries Roadbind America,
Inc. and Ice Ban America, Inc. (collectively, the "Company"), and M.G.
Robertson, a resident of Virginia Beach, Virginia ("Investor") (the Company and
the Investor being referred to collectively as the "Parties"):
WHEREAS, the Company, has issued or is issuing to Investor a 10% Subordinated
Convertible Debenture dated June 15, 2000 (the "Debenture") in the amount of
$250,000;
WHEREAS, the Investor's investment is contingent on there being appropriate
security for his investment; and
WHEREAS, the Company wishes to ensure the Company's financial stability through
an investment by Investor;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties, intending to be legally bound,
agree as follows:
1. Collateral.
(a) To secure payment of (i) the Debenture, (ii) all prior loans and
advances that the Investor has made to the Company, and (iii) any future
advances which the Investor, in his sole discretion, may decide to make,
including in each instance, interest, principal, penalties, and attorneys fees
called for under the terms of the Debenture or any other obligations that the
Company may owe to the Investor, the Company hereby pledges all right, title,
and interest in and to all its assets, tangible or intangible, now owned or
hereafter acquired by it, including without limitation accessions and proceeds
from the disposition of its assets (collectively, the "Collateral").
(b) The Company represents and warrants that it is the sole owner of
the Collateral, free and clear of any claims, liens, or encumbrances of any
nature whatsoever.
(c) The Company' execution, delivery and performance of this
Agreement does not and will not violate any provision of any law, order,
judgment, injunction, or award affecting the Company or the Collateral, or
result in a breach of or constitute a default under any contract, loan
agreement, trust agreement, or other obligation by which the Company or the
Collateral is bound.
2. Location.
(a) The Collateral is located at the Company's principal place of
business in Chesapeake, Virginia. The Collateral shall remain at such location
except as may be permitted by Section 6 of this Agreement.
(b) The Company shall give the Investor 30 days' advance written
notice of any removal of the Collateral such principal place of business, and
shall not move the Collateral out of the State of Virginia
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without the Investor's prior written consent.
3. Care of Collateral; Right of Inspection.
(a) So long as it is in its possession, the Company assumes all
responsibility for the care and maintenance of the Collateral. The Company shall
ensure that each item of Collateral is properly maintained and insured.
(b) The Company shall promptly notify the Investor of any damage to
or deterioration of any of the Collateral.
(c) The Investor shall have the right to inspect the Collateral from
time to time on prior written notice to the Company.
4. Insurance. The Company shall ensure that the Collateral is covered
by insurance against fire, theft, vandalism, hurricane, and water damage in an
amount not less than $1,000,000. The Company shall deliver a copy of such policy
to the INvestor within 60 days. Such policy shall name the Investor as a
coinsured.
5. Default. In the event of any default under the terms of the
Debenture, and such default is not cured within 20 days of written notice from
Investor to Company, Investor shall have the right to liquidate such portions of
the Collateral as may be necessary to pay the unpaid portion of the Debenture,
applying the proceeds of such liquidation to payment thereof. Selection of those
items to be liquidated, if less than all, shall be in Investor's sole
discretion.
6. Liquidation. In the event Investor becomes entitled to a
liquidation of Collateral, in whole or in part, Investor may himself offer to
purchase any of the Collateral, such purchase to be treated as a direct sale.
Investor shall be entitled to recover all fees and expenses charged in
connection with the liquidation of the Collateral, and such amount shall be
deducted first from the amount applied to the Debenture.
7. Term of Agreement. The term of this Agreement shall commence on
the date first above written and shall continue for so long as there shall be
any amount due and owing under the terms of the Debenture. The expiration or
termination of this Agreement shall not affect any rights accruing prior to the
date of such expiration or termination.
8. Notices; Authority.
(a) Any notice required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given when delivered
personally or sent by registered or certified mail, return receipt requested,
postage prepaid, addressed as indicated below.
(b) Notices to the Company shall be addressed to them care of Jim
Foshee, President, at the principal offices of the Company, or to such other
address of which the Company shall have advised Investor in writing.
(c) Notices to Investor shall be addressed to him at SHB-301, 977
Centerville Turnpike, Virginia Beach, Virginia 23463, or to such other address
of which he shall have advised the Company in writing.
(d) The person signing this Agreement on the part of the Company
represents and warrants that he has full authority to act for and bind the
Company with respect to all matters relating to this Agreement, and that he has
and will have authority to make all elections and to send and receive all
notices required or permitted to be given under this Agreement, including the
receipt of process and negotiation of settlement of any disputes which may
arise.
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9. Disputes. Any dispute between or among the Parties or any of them
arising out of or in any way relating to this Agreement shall be submitted to
arbitration in Chesapeake, Virginia, under the auspices of the American
Arbitration Association. A decision of an arbitrator or a panel of arbitrators,
as the case may be, shall be legally binding on the Parties and shall not be
subject to appeal to any court of law. The costs of arbitration shall be borne
by the Party instigating such arbitration, if he or it shall not prevail in the
principal relief sought, and by the Party or Parties against whom such
arbitration is brought, if the Party instigating such arbitration shall prevail
in the principal relief sought.
10. Further Instruments. The Company agree promptly to execute and
deliver any further instruments and documents, including but not limited to a
Form UCC-1 Financing Statement, and to take all further action that Investor may
reasonably request to perfect and protect the assignment, pledge and security
interest granted or purported to be granted hereby or to enable the Investor to
exercise and enforce the right and remedies provided hereunder with respect to
any Collateral.
11. Other Rights. The rights described herein are non-exclusive, and
shall not affect in any way Investor's right to sue the Debenture's issuer,
except to the extent payments may have been made pursuant to this Agreement.
12. Miscellaneous.
(a) The Parties agree that the rights the Investor has under the
Debenture are unique, that a failure by Company to perform its obligations under
this Agreement will result in irreparable damage, and that specific performance
of its obligations may be awarded by the arbitrators. A request for specific
performance shall not preclude the party filing the action from pursuing other
remedies to which he may be legally entitled, including the recovery of damages.
(b) The Company may not assign any part of their interest in this
Agreement without Investor's prior written consent.
(c) This Agreement shall insure to the benefit of, and shall be
legally binding upon, the Parties hereto and their respective legal
representatives, heirs, successors and permitted assigns.
13. Applicable Law. This Agreement shall be deemed to be made under,
and shall be governed by, the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties
hereto, each of whom has duly signed below, effective as of the day and year
first above written.
Witness: Natural Solutions Corporation
By:
Witness:
/s/ MG Robertson
M.G. Robertson
