<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934 (Amendment No. 06 )
------
Metro Global Media, Inc.
-----------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.0001 per share
-----------------------------------------------------------------
(Title and Class of Securities)
591917109
-----------------------------------------------------------------
(CUSIP Number)
Dennis Nichols, Zeon Corporation, 1060 Park Avenue,
Cranston, Rhode Island 02910 (401) 942-7876.
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 8, 1997
---------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
<PAGE> 2
CUSIP No. 591917109
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Zeon Corporation
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a
Group (See Instructions) n/a ..................
(a) ...........................................
(b) ...........................................
- --------------------------------------------------------------------------------
3) SEC Use Only ..................................
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions) 00 See Item 3
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ..n/a..
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization ..........
Zeon Corporation, a Rhode Island corporation
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
shares Bene- 0
ficially -----------------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 0
ing Person -----------------------------------------------------------------
With (9) Sole Dispositive Power
0
-----------------------------------------------------------------
(10) Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person Zeon Corporation 0
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) 0
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in
Row (11) ........ Zeon Corporation 0
- --------------------------------------------------------------------------------
14) Type of Reporting Person
Zeon Corporation CO
<PAGE> 3
CUSIP No. 591917109
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Greystone Associates, L.P.
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions) n/a ........................
(a) ...........................................
(b) ...........................................
- --------------------------------------------------------------------------------
3) SEC Use Only ..................................
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions) 00 See Item 3
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
x
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization ..........
Greystone Associates, L.P., a Rhode Island
limited partnership
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
shares Bene- 0
ficially -----------------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 0
ing Person -----------------------------------------------------------------
With (9) Sole Dispositive Power
0
-----------------------------------------------------------------
(10) Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person Greystone Assoc. L.P. 0
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in
Row (11) ........ Greystone Assoc. L.P. 0
- --------------------------------------------------------------------------------
14) Type of Reporting Person
Greystone Associates, L.P. PN
<PAGE> 4
CUSIP No. 591917109
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Colby Development Corp.
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions) n/a ........................
(a) ...........................................
(b) ...........................................
- --------------------------------------------------------------------------------
3) SEC Use Only ..................................
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions) 00 See Item 3
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ..n/a..
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization ..........
Colby Development Corp., a Rhode Island
corporation
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
shares Bene- 0
ficially -----------------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 0
ing Person -----------------------------------------------------------------
With (9) Sole Dispositive Power
0
-----------------------------------------------------------------
(10) Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person Colby Develop. Corp. 0
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in
Row (11) ........ Colby Develop. Corp. 0
- --------------------------------------------------------------------------------
14) Type of Reporting Person
Colby Development Corp. CO
<PAGE> 5
CUSIP No. 591917109
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Kenneth F. Guarino
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions) n/a ........................
(a) ...........................................
(b) ...........................................
- --------------------------------------------------------------------------------
3) SEC Use Only ..................................
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions) 00 See Item 3
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
x
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization ..........
Kenneth F. Guarino, a United States citizen
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
shares Bene- 351,852
ficially -----------------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 41,000
ing Person -----------------------------------------------------------------
With (9) Sole Dispositive Power
351,852
-----------------------------------------------------------------
(10) Shared Dispositive Power
41,000
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person Kenneth F. Guarino 392,852
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) x
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in
Row (11) ........ Kenneth F. Guarino 10.45%
- --------------------------------------------------------------------------------
14) Type of Reporting Person
Kenneth F. Guarino IN
<PAGE> 6
CUSIP No. 591917109
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Capital Video Corporation
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions) n/a ........................
(a) ...........................................
(b) ...........................................
- --------------------------------------------------------------------------------
3) SEC Use Only ..................................
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions) 00 See Item 3
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ..n/a..
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization ..........
Capital Video Corporation, a Rhode Island
corporation
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
shares Bene- 0
ficially -----------------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 0
ing Person -----------------------------------------------------------------
With (9) Sole Dispositive Power
0
-----------------------------------------------------------------
(10) Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person Capital Video Corp 0
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in
Row (11) ........ Capital Video Corp 0
- --------------------------------------------------------------------------------
14) Type of Reporting Person
Capital Video Corporation CO
<PAGE> 7
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.0001, of Metro
Global Media, Inc. (formerly known as South Pointe Enterprises, Inc.,
a Delaware corporation. The address of the Issuer's principal
executive office is 1060 Park Avenue, Cranston, RI 02910.
Item 2. Identity and Background
(a) - (c) Zeon Corporation, a Rhode Island corporation
1060 Park Avenue
Cranston, Rhode Island 02910
Greystone Associates, L.P., a Rhode Island limited partnership and
100% shareholder of Zeon Corporation 1060 Park Avenue Cranston, RI
02910
Colby Development Corp., a Rhode Island corporation and sole general
partner of Greystone Associates, L.P. 1060 Park Avenue Cranston, RI
02910
Kenneth F. Guarino, sole shareholder
of Colby Development Corp.
1060 Park Avenue
Cranston, RI 02910
Capital Video Corporation, a Rhode Island
corporation of which Kenneth F. Guarino owns 100% of
the outstanding capital stock
1060 Park Avenue
Cranston, RI 02910
(d) Neither Zeon Corporation, Greystone Associates, L.P., Colby
Development Corp., nor Capital Video Corporation have, during the
last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
On January 10, 1997, Mr. Guarino pled guilty in U.S. District Court
for the District of Nevada to participating in a conspiracy to impede
the Internal Revenue Service in the assessment and collection of
taxes owned by another individual, in violation of 18 USC Section
371. On April 25, 1997, Mr. Guarino was ordered to pay a fine and
serve 5 month's incarceration and 11 months community confinement.
(e) Neither Zeon Corporation, Greystone Associates, L.P., Colby
Development Corp., Mr. Guarino nor Capital Video Corporation have,
during the past five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
<PAGE> 8
and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Mr. Guarino is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction
Not applicable
Item 5. Interest in Securities of the Issuer
(a) Kenneth F. Guarino is the beneficial owner of 392,852 shares of
Common Stock of the Issuer, 10.45% of the shares of the Issuer's
Common Stock issued and outstanding at April 30, 1997. Said total
includes 200,000 shares subject to options for which Mr. Guarino has
the right to acquire within 60 days. Said total excludes 18,000
shares owned of record by Mr. Guarino's wife, for which Mr. Guarino
expressly disclaims beneficial ownership. Said total includes 41,000
shares owned of record by a charitable non-profit corporation of
which Mr. Guarino and his wife serve as 2 of 3 members of the Board
of Directors, for which Mr. Guarino expressly disclaims beneficial
ownership.
(b) With respect to the shares beneficially owned by Kenneth Guarino, Mr.
Guarino has the sole power to vote, or to direct the vote, and the
sole power to dispose, or direct the disposition (other than the
shares held of record by a charitable non-profit corporation of which
Mr. Guarino and his wife serve as 2 of 3 members of the Board of
Directors, for which Mr. Guarino expressly disclaims beneficial
ownership).
(c) Effective May 8, 1997, Briana Investment Group, L.P. acquired 730,863
shares of Common Stock of Metro Global Media, Inc. from Capital Video
Corporation in consideration of a promissory note of Briana
Investment Group, L.P. in the principal amount of $841,492,
representing a purchase price of $1.15 per share. The note was
secured by a pledge of the purchased stock as well as the guaranty of
the limited partner of the purchaser. Effective May 8, 1997, Briana
Investment Group, L.P. acquired 742,050 shares of Common Stock of
Metro Global Media, Inc. from Zeon Corporation is consideration of a
promissory note of Briana Investment Group, L.P. in the principal
amount of $853,358, representing a purchase price of $1.15 per share.
The Note is secured by a pledge of the purchased shares as
<PAGE> 9
well as the guaranty of the limited partner of the purchaser. As a
result of the transaction, Zeon Corporation, Greystone Associates,
LP, Colby Development Corporation and Capital Video Corporation are
no longer the beneficial owners of any shares of the Common Stock of
Metro Global Media, Inc. and will no longer be included in the
Kenneth F. Guarino Schedule 13D, and Kenneth F. Guarino is no longer
the beneficial owner of 315 shares of Metro Global Media, Inc. held
of record by a subsidiary of Metro Global Media, Inc.
(d) not applicable
(e) See Item 5(c) above.
Item 6. Contracts, Arrangements, Understanding, or Relationships with Respect
to Securities of the Issuer.
See Item 5(c).
Item 7. Material to be Filed as Exhibits
1. Promissory Note of Briana Investment Group, Ltd. to Capital Video
Corporation dated May 8, 1997.
2. Pledge Agreement between Briana Investment Group, Ltd. and Capital
Video Corporation dated May 8, 1997.
3. Promissory Note of Briana Investment Group, Ltd. to Zeon Corporation
dated May 8, 1997.
4. Pledge Agreement between Briana Investment Group, Ltd. and Zeon
Corporation dated May 8, 1997.
<PAGE> 10
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
May , 1997
- --------------------------------------------------------
Date
Zeon Corporation, by: /s/ Dennis Nichols
- ---------------------------------------------------------
Signature
Dennis Nichols, President
- ---------------------------------------------------------
Name/Title
Greystone Associates, L.P., by: Colby Development Corp.,
- ---------------------------------------------------------
its general partner, by: /s/ Anthony E. Nota, Pres.
- ---------------------------------------------------------
Signature
Anthony E. Nota, President
- ---------------------------------------------------------
Name/Title
Colby Development Corp., by: /s/ Anthony E. Nota, Pres.
- --------------------------------------------------------
Signature
Anthony E. Nota, President
- ---------------------------------------------------------
Name/Title
/s/ Kenneth F. Guarino
- ---------------------------------------------------------
Signature
Kenneth F. Guarino, individually
- ---------------------------------------------------------
Name/Title
Capital Video Corporation, by: /s/ A. Daniel Geribo
- ---------------------------------------------------------
Signature
A. Daniel Geribo, President
- ---------------------------------------------------------
Name/Title
<PAGE> 1
Exhibit 1
<PAGE> 2
PROMISSORY NOTE
US $841,492.00 Hamilton, Bermuda
May 8, 1997
FOR VALUE RECEIVED, BRIANA INVESTMENT GROUP, LP, a British Virgin
Islands Limited Partnership having a mailing address at Bison Court, P.O. Box
3460, Road Town, Tortola, British Virgin Islands (hereinafter referred to as
"Maker"), promises to pay to CAPITAL VIDEO CORPORATION, a Rhode Island
corporation having its principal offices at 1060 Park Ave., Cranston, RI 02920,
(hereinafter referred to as "Payee"), the principal sum of EIGHT HUNDRED
FORTY-ONE THOUSAND FOUR HUNDRED NINETY-TWO AND 00/100 (US $841,492.00) DOLLARS,
together with interest, in arrears, on the unpaid principal balance from time
to time outstanding hereunder and accrued unpaid interest, at the annual rate
of 7 percent (7%) per annum from the date hereof until this Note shall be paid
in full. Payments of interest and principal shall be due and payable in forty
(40) equal payments of THIRTY-ONE THOUSAND FOUR HUNDRED EIGHTY-EIGHT and 75/100
DOLLARS (US $31,488.75) commencing on May 8, 1998 and continuing on the last
date of each August, November, February and May thereafter. The entire
principal payable hereunder, together with all unpaid interest, fees, expenses
and other charges, if not sooner paid, shall in any event be paid on or before
May 31, 2008 (the "Maturity Date").
All sums payable hereunder are payable in lawful money of the United
States of America and in immediately available funds at the above stated office
of Payee or such other place or places as Payee may designate in writing.
All sums paid under this Note shall be applied first to any interest,
fees, expenses and other charges then due and unpaid, in such order as the
Payee shall determine, with the remaining balance, if any, to be applied to
unpaid principal.
This Note may be prepaid at any time, in whole or in part, without
penalty or premium, all such partial payments to be applied against
installments of principal in the inverse order of their maturity.
Whenever a day on which payment of interest and/or principal is
required to be made hereunder falls on a Saturday, Sunday or public holiday,
such payment shall be due
<PAGE> 3
on the next following normal business day, and where time is extended for the
payment of principal by virtue of the due date thereof falling on a Saturday,
Sunday or public holiday, such extended time shall be included in the
computation of interest.
No renewal of extension granted, or any indulgence shown to, or any
release of, or any dealings between the Payee and any other person,
corporation, or entity now or hereafter interested in this Note or in the
property securing this Note, whether as owner, encumbrancer, grantor, or
otherwise, shall discharge, extend or in any way affect the obligations of
Maker hereunder.
Maker shall remain primarily liable on this Note and the Pledge
Agreement given to secure the same until full payment, unaffected by any
alienation of all or any part of the property securing this Note, by any
agreement or transaction between any Payee and any alienee as to payment of
principal, interest or other monies, by any forbearance or extension of time,
guaranty or assumption by others, or by any other matter, as to all of which
notice is hereby waived by maker.
The principal amount of this Note and accrued interest thereon shall
be due and payable upon the occurrence of any Event of Default. The occurrence
of any one or more of the following events shall constitute an Event of Default
hereunder:
1. Nonpayment of any installment of principal interest and/or of
any other sum payable under this Note when it shall become due and payable (no
prior demand therefor being necessary).
2. (a)(i) The insolvency or inability of Maker to pay his or its
debts as they mature; (ii) the appointment of a receiver, trustee, custodian or
any other fiduciary, for, or for any of the property of, Maker; (iii) the
making of an assignment for the benefit of creditors, or the making of or
entering into a trust mortgage or deed or other instrument of similar import
for the benefit of creditors, by Maker; or (iv) the convening of a meeting of
the creditors, or the selection of a committee representing the creditors of
Maker; or
(b) The filing of a petition, complaint, motion or other
pleading seeking any relief under any receivership, insolvency, or debtor
relief law, or seeking any readjustment of similar type or relief, or the
filing of a petition, complaint, or motion under any chapter of the federal
bankruptcy code, 11 U.S.C. Section 101 et seq., as the same now exists or may
hereafter be amended, by or against Maker;
<PAGE> 4
or
(c) The entry of any judgment against, or the attachment
or garnishment of any of the property, goods or credits of, Maker which remains
unpaid, unstayed, undismissed or unbonded for a period of thirty (30) days; or
if any foreclosure is instituted (by judicial proceedings, by publication or
notice pursuant to a power of sale or other wise) against Maker under any
mortgage, deed of trust or security agreement granted by Maker and is not
dismissed or terminated within a period of fifteen (15) days.
3. The dissolution of Maker.
Upon the occurrence of any event of Default, this Note, at the option
of the Payee, shall become immediately due and payable without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived
by Maker. The Payee's failure to exercise such option shall not constitute a
waiver of the right to exercise it at any other time.
If this Note shall not be paid when due and shall be placed by the
holder hereof in the hands of any attorney for collection, through legal
proceedings or otherwise, Maker will pay a reasonable attorney's fee to Payee,
together with reasonable costs and expenses of collection.
No renewal of extension granted, or any indulgence shown to, or any
release of, or any dealings between the Payee and any other person,
corporation, or entity now or hereafter interested in this Note or in the
property securing this Note, whether as owner, encumbrancer, grantor, or
otherwise, shall discharge, extend or in any way affect the obligations of
Maker hereunder.
This note is secured by a Pledge of marketable securities in
accordance with the provisions of a Pledge Agreement of event date herewith.
All provisions of this Note and the Pledge Agreement are expressly
subject to the condition that in no event, whether by reason of acceleration of
maturity of the indebtedness evidenced hereby or otherwise, shall the amount
paid or agreed to be paid to Payee hereunder and deemed interest under
applicable law exceed the maximum rate of interest on the unpaid principal
balance of this Note allowed by applicable law (the "Maximum Allowable Rate"),
which shall mean the law in effect on the date of this Note, except that if
there is a change in such law which results in a higher Maximum Allowable Rate
being applicable to this Note, then this Note shall be
<PAGE> 5
governed by such amended law from and after its effective date. In the event
that fulfillment of any provision of this Note or the Pledge Agreement results
in the interest rate hereunder being in excess of the Maximum Allowable Rate,
the obligation to be fulfilled shall automatically be reduced to eliminate such
excess. If, notwithstanding the foregoing, Payee or any successor Payee
receives an amount which under applicable law would cause the interest rate
hereunder to exceed the Maximum Allowable Rate, the portion thereof which would
be excessive shall automatically be applied to and deemed a prepayment of the
unpaid principal balance of this Note and not a payment of interest.
This Note may not be modified or terminated orally.
This Note has been executed and delivered in the Bermuda and for all
purposes shall be enforced and construed in accordance with the substantive law
of Bermuda, without resort to its conflict of laws rules.
IN WITNESS WHEREOF, Maker has signed this Note on the date first above
written.
BRIANA INVESTMENT GROUP, LP
by: WINDBRIDGE HOLDINGS, LTD.,
a BVI ICB, its General Partner
BY: /s/ Vernon N. Douglas, Jr.
- ----------------------- ----------------------------------------
Vernon N. Douglas, Jr.,
- ----------------------- Director
Witness
<PAGE> 1
Exhibit 2
<PAGE> 2
PLEDGE AGREEMENT
May 8, 1997
Capital Video Corporation
1060 Park Ave.
Cranston, RI 02920
Gentlemen:
1. Pledge.
As collateral security for the obligations of the undersigned (the
"Pledgor") to Capital Video Corporation (the "Corporation") under that certain
Promissory Note of Pledgor of even date herewith (the "Obligations"), the
Pledgor hereby pledges, grants a security interest in, mortgages, assigns,
transfers, delivers, sets over and confirms unto the Corporation, its
successors and assigns, the following property:
Seven Hundred Thirty Thousand Eight Hundred Sixty-Three (730,863)
shares of the unregistered Common Stock of Metro Global Media, Inc., a
Delaware corporation, registered in the name of the Pledgor,
represented by certificates numbered 1272, 2343, 2344, 2345, 2346,
2347, 2348, 2349 and 2350, with stock power attached duly endorsed in
blank.
Pledgor warrants and represents that there are no restrictions upon the
transfer of any of the foregoing shares and that Pledgor has the right to
transfer said shares free of any encumbrance.
Pledgor hereby agrees promptly to pledge and deposit hereunder with
Corporation any stock or other securities declared as a dividend with respect
to or issued as a split of any securities now or hereafter held in pledge
hereunder and any additional property hereafter pledged to Corporation by
Pledgor, whether taken in substitution for or in addition to the above
described property. Such stock, other securities and property shall stand
pledged and assigned for the Obligations in the same manner as the property
described in this Section 1 (All of the property described in this Section 1
is hereinafter called the "Pledged Stock").
2. Voting Power, Dividends, Etc.
(a) Unless and until an Event of Default (as hereinafter
<PAGE> 3
defined), or an event which with the passage of time or giving of notice, or
both, would constitute an Event of Default, has occurred, the Pledgor shall
have the right to exercise all voting, consensual and other powers of ownership
pertaining to the Pledged Stock. All dividends and other distributions on the
Pledged Stock shall be paid directly to Corporation and retained by it as part
of the Pledged Stock, subject to the terms of this Pledge Agreement.
(b) If any Event of Default or an event which, with the passage of
time or giving of notice, or both, would constitute an Event of Default, shall
have occurred, then (and whether or not any holder of the Obligations exercises
any available option to declare the Obligations due and payable or seeks or
pursues any other relief or remedy available to such holder under this Pledge
Agreement, or the Obligations) Corporation, or its nominee or nominees, shall
forthwith, without further act on the part of any person, have the sole and
exclusive right to exercise all voting, consensual and other powers of
ownership pertaining to the Pledged Stock and shall exercise such powers in
such manner as Corporation, in its sole discretion, shall determine to be
necessary, appropriate or advisable, and, if Corporation shall so request in
writing, the Pledgor agrees to execute and deliver to Corporation such other
and additional powers, authorizations, proxies, dividends and such other
documents as Corporation may reasonably request to secure to Corporation the
rights, powers and authorities intended to be conferred upon Corporation by
this Subsection (b).
(c) Except as otherwise set forth above, the remedying of any such Event
of Default shall not divest Corporation of its rights under subsection (b)
unless and until Corporation in writing acknowledges that such Event of Default
has been remedied.
3. Sale of Pledged Stock After an Event of Default.
If any Event of Default shall have occurred, and the principal amount of
the Obligations shall have been declared forthwith due and payable, then,
unless the Obligations shall have been paid in full at or before the time the
notice provided for in subsection (a) of this Section 3 shall be given or at or
before the time the action provided for in subsection (b) of this Section 3
shall be commenced, Corporation may, in its sole discretion, without further
demand, advertisement or notice, except as expressly provided for in subsection
(a) of this Section 3, (i) apply the cash, if any, then held by it as
collateral hereunder, for the purposes and in the manner provided in Section 4
hereof, and (ii) if there shall be no such cash or the cash so applied
<PAGE> 4
shall be insufficient to make in full all payments provided in Subsections (a)
and (b) of Section 4 hereof:
(a) Sell the Pledged Stock, or any part thereof, in one or more sales,
at public or private sale, conducted by any officer or agent of, or auctioneer
or attorney for, Corporation, at Corporation's place of business or elsewhere,
for cash, upon credit or future delivery, and at such price or prices as
Corporation shall, in its sole discretion, determine, and Corporation may be
the purchaser of any or all of the Pledged Stock so sold. Corporation may, in
its discretion, at any such sale restrict the prospective bidders or purchasers
as to their number, nature of business and investment intention, including,
without limitation, a requirement that the persons making such purchases
represent and agree to the satisfaction of Corporation that they are purchasing
the Pledged Stock for their account, for investment, and not with a view to the
distribution or resale of any thereof. Upon any such sale Corporation shall
have the right to deliver, assign and transfer to the purchaser thereof the
Pledged Stock so sold. Each purchaser (including Corporation) at any such sale
shall hold the Pledged Stock so sold, absolutely free from any claim or right
of whatsoever kind, including, without limitation, any equity or right of
redemption, of the Pledgor, which the Pledgor hereby specifically waives, to
the extent it may lawfully do so, and all rights of redemption, stay or
appraisal which it has or may have under any rule of law or statute now
existing or hereafter adopted. Corporation shall give the Pledgor at least ten
(10) days' written notice, in case of public or private sale, of such sale and
shall state the time and place fixed for such sale. Any such public sale shall
be held at such time or times within ordinary business hours as Corporation
shall fix in the notice of such sale. At any such sale the Pledged Stock may
be sold in one lot as an entirety or in separate parcels. Corporation shall
not be obliged to make any sale pursuant to any such notice. Corporation may,
without notice or publication, adjourn any public or private sale from time to
time by announcement at the time and place fixed for such sale, or any
adjournment thereof, and any such sale may be made at any time or place to
which the same may be so adjourned without further notice or publication. In
case of any sale of all or any part of the Pledged Stock or credit or for
future delivery, the Pledged Stock so sold may be retained by Corporation until
the selling price is paid by the purchaser thereof, but Corporation shall not
incur any liability in case of the failure of such purchaser to take up and pay
for the Pledged Stock so sold, and in case of any such failure, such Pledged
Stock may again be sold under and pursuant to the provisions hereof; or
<PAGE> 5
Corporation as attorney-in-fact pursuant to Section 6 hereof may, in the
name and stead of the Pledgor, make and execute all conveyances, assignments
and transfers of the Pledged Stock sold pursuant to Subsection (a) or (b) of
this Section 3. The Pledgor shall, if so requested by Corporation, ratify and
confirm any sale or sales by executing and delivering to Corporation or to such
purchaser or purchasers, all such instruments as may, in the opinion of
Corporation, be advisable for the purpose.
The receipt of Corporation for the purchase money paid at any such sale
made by it shall be a sufficient discharge therefor to any purchaser of the
Pledged Stock, or any portion thereof, sold as aforesaid; and no such purchaser
(or his or its representatives or assigns), after paying such purchase money
and receiving such receipt, shall be bound to see to the application of such
purchase money or any part thereof or in any manner whatsoever be answerable
for any loss, misapplication or nonapplication of any such purchase money, or
any part thereof, or be bound to inquire as to the authorization, necessity,
expediency or regularity of any such sale.
The remedying of any such Event of Default shall not divest Corporation of
its rights under this Section 3 unless and until Corporation waives said rights
in writing.
4. Application of Proceeds.
The proceeds of any sale, or of collection, of all or any part of the
Pledged Stock shall be applied by Corporation, without any marshaling of
assets, in the following order:
(a) first, to the payment of all of the costs and expenses of such sale,
including, without limitation, reasonable compensation to Corporation and its
agents, attorneys and counsel, and all other expenses, liabilities and advances
made or incurred by Corporation in connection therewith; and
(b) finally, to the payment to the Pledgor, its successors and assigns, or
their respective heirs, executors or administrators, or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction
may direct, of any surplus remaining from such proceeds after payments of the
character referred to in Subsections (a) and (b) of this Section 4 shall have
been made.
5. Corporation Appointed Attorney-in-Fact; Indemnity.
(a) Corporation, its successors and assigns, is hereby appointed enduring
attorney-in-fact, with full power of substitution, of the Pledgor for the
purpose of carrying out
<PAGE> 6
the provisions of this Pledge Agreement and taking any action and executing any
instruments which such attorney-in-fact may deem necessary or advisable to
accomplish the purposes hereof. (b)The Pledgor will indemnify and save
harmless Corporation from and against any liability or damage which it may
incur, in good faith and without negligence, in the exercise and performance of
any of Corporation's powers and duties specifically set forth herein.
6. No Waiver.
No failure on the part of Corporation to exercise, and no delay on the
part of Corporation in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise by
Corporation of any right, power or remedy hereunder preclude any other or
further right, power or remedy. The remedies herein provided are cumulative
and are not exclusive of any remedies provided by law.
7. Termination of Pledge.
When the Promissory Note shall have been paid in full, this Pledge
Agreement shall terminate. Corporation shall forthwith assign, transfer and
deliver to the Pledgor or its assignees, without representation, warranty or
recourse, against appropriate receipts, all the Pledged Stock, if any, then
held by it in pledge hereunder.
8. Governing Law.
This Pledge Agreement shall in all respects be construed and interpreted
in accordance with and governed by the laws of the Bermuda.
9. Successors and Assigns.
This Pledge Agreement shall be binding upon and inure to the benefit of
the respective successors and assigns of the Pledgor and Corporation, and any
subsequent holder of the Promissory Note or the Obligations.
<PAGE> 7
10. Additional Instruments and Assurance.
The Pledgor hereby agrees, at its own expense, to execute and deliver,
from time to time, any and all further, or other, instruments, and to perform
such acts, as Corporation may reasonably request to effect the purposes of this
Pledge Agreement and to secure to Corporation, and to all persons who may from
time to time be the holder of the Promissory Note or the Obligations, the
benefits of all rights, authorities and remedies conferred upon Corporation by
the terms of this Pledge Agreement.
11. Future Holders of Notes.
This Pledge Agreement is for the benefit of any and all future holders of
the Obligations in addition to Corporation, each of whom shall, without
further act, become a party hereto by becoming a holder of the Promissory Note.
12. Notices.
All notices, requests, demands, consents or other communications given
hereunder or in connection herewith shall be in writing and sent by registered
mail, return receipt requested, postage prepaid, addressed to the Pledgor at
the address set forth below, and to the Corporation, at its principal office
set forth above. The Pledgor or Corporation may, by notice given as aforesaid,
change its address for all subsequent notices. Notice shall be deemed given
when so deposited in the mail.
13. Separability.
In case any one or more of the provisions of this Pledge Agreement shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof, but this Pledge Agreement shall be construed as if such invalid,
illegal or unenforceable provision had not been included.
14. Events of Default.
The Pledgor shall be in default under this Pledge Agreement upon the
occurrence of any one of the following events (herein referred to as an "Event
of Default"):
(a) default by the Pledgor in the due observance or performance of any
covenant or agreement contained herein or breach by the Pledgor of any
representation or warranty contained herein and such default shall continue
unremedied for thirty
<PAGE> 8
(30) days after written notice thereof is given by Corporation to the Pledgor;
or
(b) any default by the Pledger in the payment or performance when due of any
of the Obligations, including, without limitation, the payment of the principal
of, or interest on, any indebtedness of the Pledgor to Corporation, as set
forth in the Promissory Note.
15. Headings.
The headings of the Sections of this Pledge Agreement have been inserted
for convenience of reference only and shall in no way affect the construction
or interpretation of this Pledge Agreement.
Please indicate your receipt of the property described in the first
paragraph hereof and your agreement to the terms and provisions hereof by
executing this Pledge Agreement in the space provided below.
(Signature block of the following page.)
<PAGE> 9
BRIANA INVESTMENT GROUP, LP
by its General Partner
WINDBRIDGE HOLDINGS, LTD.,
BY /s/ Vernon N. Douglas, Jr.
------------------------------------------
Vernon N. Douglas, Jr., Director
Witness
- ----------------------------------
Dated this 8th day of May, 1997.
CAPITAL VIDEO CORPORATION
By /s/ A. Daniel Geribo
--------------------------------
A. Daniel Geribo,
Director
Dated this 8th day of May, 1997
<PAGE> 1
Exhibit 3
<PAGE> 2
PROMISSORY NOTE
US $853,358.00 Hamilton, Bermuda
May 8, 1997
FOR VALUE RECEIVED, BRIANA INVESTMENT GROUP, LP, a British Virgin
Islands Limited Partnership having a mailing address at Bison Court, P.O. Box
3460, Road Town, Tortola, British Virgin Islands (hereinafter referred to as
"Maker"), promises to pay to ZEON CORPORATION, a Rhode Island corporation
having its principal offices at 1060 Park Ave., Cranston, RI 02920,
(hereinafter referred to as "Payee"), the principal sum of EIGHT HUNDRED
FIFTY-THREE THOUSAND THREE HUNDRED FIFTY-EIGHT AND 00/100 (US $853,358.00)
DOLLARS, together with interest, in arrears, on the unpaid principal balance
from time to time outstanding hereunder and accrued unpaid interest, at the
annual rate of 7 percent (7%) per annum from the date hereof until this Note
shall be paid in full. Payments of interest and principal shall be due and
payable in forty (40) equal payments of TWENTY-NINE THOUSAND EIGHT HUNDRED
FORTY-THREE and 71/100 DOLLARS (US $29,843.71) commencing on May 8, 1998 and
continuing on the last date of each August, November, February and May
thereafter. The entire principal payable hereunder, together with all unpaid
interest, fees, expenses and other charges, if not sooner paid, shall in any
event be paid on or before May 31, 2008 (the "Maturity Date").
All sums payable hereunder are payable in lawful money of the United
States of America and in immediately available funds at the above stated office
of Payee or such other place or places as Payee may designate in writing.
All sums paid under this Note shall be applied first to any interest,
fees, expenses and other charges then due and unpaid, in such order as the
Payee shall determine, with the remaining balance, if any, to be applied to
unpaid principal.
This Note may be prepaid at any time, in whole or in part, without
penalty or premium, all such partial payments to be applied against
installments of principal in the inverse order of their maturity.
Whenever a day on which payment of interest and/or principal is
required to be made hereunder falls on a Saturday, Sunday or public holiday,
such payment shall be due on the next following normal business day, and where
time is extended for the payment of principal by virtue of the due
<PAGE> 3
date thereof falling on a Saturday, Sunday or public holiday, such extended
time shall be included in the computation of interest.
No renewal of extension granted, or any indulgence shown to, or any
release of, or any dealings between the Payee and any other person,
corporation, or entity now or hereafter interested in this Note or in the
property securing this Note, whether as owner, encumbrancer, grantor, or
otherwise, shall discharge, extend or in any way affect the obligations of
Maker hereunder.
Maker shall remain primarily liable on this Note and the Pledge
Agreement given to secure the same until full payment, unaffected by any
alienation of all or any part of the property securing this Note, by any
agreement or transaction between any Payee and any alienee as to payment of
principal, interest or other monies, by any forbearance or extension of time,
guaranty or assumption by others, or by any other matter, as to all of which
notice is hereby waived by maker.
The principal amount of this Note and accrued interest thereon shall
be due and payable upon the occurrence of any Event of Default. The occurrence
of any one or more of the following events shall constitute an Event of Default
hereunder:
1. Nonpayment of any installment of principal interest and/or of
any other sum payable under this Note when it shall become due and payable (no
prior demand therefor being necessary).
2. (a)(i) The insolvency or inability of Maker to pay his or its
debts as they mature; (ii) the appointment of a receiver, trustee, custodian or
any other fiduciary, for, or for any of the property of, Maker; (iii) the
making of an assignment for the benefit of creditors, or the making of or
entering into a trust mortgage or deed or other instrument of similar import
for the benefit of creditors, by Maker; or (iv) the convening of a meeting of
the creditors, or the selection of a committee representing the creditors of
Maker; or
(b) The filing of a petition, complaint, motion or other
pleading seeking any relief under any receivership, insolvency, or debtor
relief law, or seeking any readjustment of similar type or relief, or the
filing of a petition, complaint, or motion under any chapter of the federal
bankruptcy code, 11 U.S.C. Section 101 et seq., as the same now exists or may
hereafter be amended, by or against Maker; or
<PAGE> 4
(c) The entry of any judgment against, or the attachment
or garnishment of any of the property, goods or credits of, Maker which remains
unpaid, unstayed, undismissed or unbonded for a period of thirty (30) days; or
if any foreclosure is instituted (by judicial proceedings, by publication or
notice pursuant to a power of sale or other wise) against Maker under any
mortgage, deed of trust or security agreement granted by Maker and is not
dismissed or terminated within a period of fifteen (15) days.
3. The dissolution of Maker.
Upon the occurrence of any event of Default, this Note, at the option
of the Payee, shall become immediately due and payable without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived
by Maker. The Payee's failure to exercise such option shall not constitute a
waiver of the right to exercise it at any other time.
If this Note shall not be paid when due and shall be placed by the
holder hereof in the hands of any attorney for collection, through legal
proceedings or otherwise, Maker will pay a reasonable attorney's fee to Payee,
together with reasonable costs and expenses of collection.
No renewal of extension granted, or any indulgence shown to, or any
release of, or any dealings between the Payee and any other person,
corporation, or entity now or hereafter interested in this Note or in the
property securing this Note, whether as owner, encumbrancer, grantor, or
otherwise, shall discharge, extend or in any way affect the obligations of
Maker hereunder.
This note is secured by a Pledge of marketable securities in
accordance with the provisions of a Pledge Agreement of event date herewith.
All provisions of this Note and the Pledge Agreement are expressly
subject to the condition that in no event, whether by reason of acceleration of
maturity of the indebtedness evidenced hereby or otherwise, shall the amount
paid or agreed to be paid to Payee hereunder and deemed interest under
applicable law exceed the maximum rate of interest on the unpaid principal
balance of this Note allowed by applicable law (the "Maximum Allowable Rate"),
which shall mean the law in effect on the date of this Note, except that if
there is a change in such law which results in a higher Maximum Allowable Rate
being applicable to this Note, then this Note shall be
<PAGE> 5
governed by such amended law from and after its effective date. In the event
that fulfillment of any provision of this Note or the Pledge Agreement results
in the interest rate hereunder being in excess of the Maximum Allowable Rate,
the obligation to be fulfilled shall automatically be reduced to eliminate such
excess. If, notwithstanding the foregoing, Payee or any successor Payee
receives an amount which under applicable law would cause the interest rate
hereunder to exceed the Maximum Allowable Rate, the portion thereof which would
be excessive shall automatically be applied to and deemed a prepayment of the
unpaid principal balance of this Note and not a payment of interest.
This Note may not be modified or terminated orally.
This Note has been executed and delivered in the Bermuda and for all
purposes shall be enforced and construed in accordance with the substantive law
of Bermuda, without resort to its conflict of laws rules.
IN WITNESS WHEREOF, Maker has signed this Note on the date first above
written.
BRIANA INVESTMENT GROUP, LP
by: WINDBRIDGE HOLDINGS, LTD.,
a BVI ICB, its General Partner
BY: /s/ Vernon N. Douglas, Jr.
- --------------------------- ---------------------------------
Witness Vernon N. Douglas, Jr.,
Director
<PAGE> 1
Exhibit 4
<PAGE> 2
PLEDGE AGREEMENT
May 8, 1997
Zeon Corporation
1060 Park Ave.
Cranston, RI 02920
Gentlemen:
1. Pledge.
As collateral security for the obligations of the undersigned (the
"Pledgor") to Zeon Corporation (the "Corporation") under that certain
Promissory Note of Pledgor of even date herewith (the "Obligations"), the
Pledgor hereby pledges, grants a security interest in, mortgages, assigns,
transfers, delivers, sets over and confirms unto the Corporation, its
successors and assigns, the following property:
Seven Hundred Forty-Two Thousand Fifty (742,050) shares of the
unregistered Common Stock of Metro Global Media, Inc., a Delaware
corporation, registered in the name of the Pledgor, represented by
certificates numbered 1570, 1571, 1572, 1603, 2050, 2212, 2243 and
2534, with stock power attached duly endorsed in blank.
Pledgor warrants and represents that there are no restrictions upon the
transfer of any of the foregoing shares and that Pledgor has the right to
transfer said shares free of any encumbrance.
Pledgor hereby agrees promptly to pledge and deposit hereunder with
Corporation any stock or other securities declared as a dividend with respect
to or issued as a split of any securities now or hereafter held in pledge
hereunder and any additional property hereafter pledged to Corporation by
Pledgor, whether taken in substitution for or in addition to the above
described property. Such stock, other securities and property shall stand
pledged and assigned for the Obligations in the same manner as the property
described in this Section 1 (All of the property described in this Section 1
is hereinafter called the "Pledged Stock").
2. Voting Power, Dividends, Etc.
(a) Unless and until an Event of Default (as hereinafter
<PAGE> 3
defined), or an event which with the passage of time or giving of notice, or
both, would constitute an Event of Default, has occurred, the Pledgor shall
have the right to exercise all voting, consensual and other powers of ownership
pertaining to the Pledged Stock. All dividends and other distributions on the
Pledged Stock shall be paid directly to Corporation and retained by it as part
of the Pledged Stock, subject to the terms of this Pledge Agreement.
(b) If any Event of Default or an event which, with the passage of time or
giving of notice, or both, would constitute an Event of Default, shall have
occurred, then (and whether or not any holder of the Obligations exercises any
available option to declare the Obligations due and payable or seeks or pursues
any other relief or remedy available to such holder under this Pledge
Agreement, or the Obligations) Corporation, or its nominee or nominees, shall
forthwith, without further act on the part of any person, have the sole and
exclusive right to exercise all voting, consensual and other powers of
ownership pertaining to the Pledged Stock and shall exercise such powers in
such manner as Corporation, in its sole discretion, shall determine to be
necessary, appropriate or advisable, and, if Corporation shall so request in
writing, the Pledgor agrees to execute and deliver to Corporation such other
and additional powers, authorizations, proxies, dividends and such other
documents as Corporation may reasonably request to secure to Corporation the
rights, powers and authorities intended to be conferred upon Corporation by
this Subsection (b).
(c) Except as otherwise set forth above, the remedying of any such Event
of Default shall not divest Corporation of its rights under subsection (b)
unless and until Corporation in writing acknowledges that such Event of Default
has been remedied.
3. Sale of Pledged Stock After an Event of Default.
If any Event of Default shall have occurred, and the principal amount of
the Obligations shall have been declared forthwith due and payable, then,
unless the Obligations shall have been paid in full at or before the time the
notice provided for in subsection (a) of this Section 3 shall be given or at or
before the time the action provided for in subsection (b) of this Section 3
shall be commenced, Corporation may, in its sole discretion, without further
demand, advertisement or notice, except as expressly provided for in subsection
(a) of this Section 3, (i) apply the cash, if any, then held by it as
collateral hereunder, for the purposes and in the manner provided in Section 4
hereof, and
<PAGE> 4
(ii) if there shall be no such cash or the cash so applied shall be
insufficient to make in full all payments provided in Subsections (a) and (b)
of Section 4 hereof:
(a) Sell the Pledged Stock, or any part thereof, in one or more sales,
at public or private sale, conducted by any officer or agent of, or auctioneer
or attorney for, Corporation, at Corporation's place of business or elsewhere,
for cash, upon credit or future delivery, and at such price or prices as
Corporation shall, in its sole discretion, determine, and Corporation may be
the purchaser of any or all of the Pledged Stock so sold. Corporation may, in
its discretion, at any such sale restrict the prospective bidders or purchasers
as to their number, nature of business and investment intention, including,
without limitation, a requirement that the persons making such purchases
represent and agree to the satisfaction of Corporation that they are purchasing
the Pledged Stock for their account, for investment, and not with a view to the
distribution or resale of any thereof. Upon any such sale Corporation shall
have the right to deliver, assign and transfer to the purchaser thereof the
Pledged Stock so sold. Each purchaser (including Corporation) at any such sale
shall hold the Pledged Stock so sold, absolutely free from any claim or right
of whatsoever kind, including, without limitation, any equity or right of
redemption, of the Pledgor, which the Pledgor hereby specifically waives, to
the extent it may lawfully do so, and all rights of redemption, stay or
appraisal which it has or may have under any rule of law or statute now
existing or hereafter adopted. Corporation shall give the Pledgor at least ten
(10) days' written notice, in case of public or private sale, of such sale and
shall state the time and place fixed for such sale. Any such public sale shall
be held at such time or times within ordinary business hours as Corporation
shall fix in the notice of such sale. At any such sale the Pledged Stock may
be sold in one lot as an entirety or in separate parcels. Corporation shall
not be obliged to make any sale pursuant to any such notice. Corporation may,
without notice or publication, adjourn any public or private sale from time to
time by announcement at the time and place fixed for such sale, or any
adjournment thereof, and any such sale may be made at any time or place to
which the same may be so adjourned without further notice or publication. In
case of any sale of all or any part of the Pledged Stock or credit or for
future delivery, the Pledged Stock so sold may be retained by Corporation until
the selling price is paid by the purchaser thereof, but Corporation shall not
incur any liability in case of the failure of such purchaser to take up and pay
for the Pledged Stock so sold, and in case of any such failure, such Pledged
Stock may again be sold under and
<PAGE> 5
pursuant to the provisions hereof; or
Corporation as attorney-in-fact pursuant to Section 6 hereof may, in the
name and stead of the Pledgor, make and execute all conveyances, assignments
and transfers of the Pledged Stock sold pursuant to Subsection (a) or (b) of
this Section 3. The Pledgor shall, if so requested by Corporation, ratify and
confirm any sale or sales by executing and delivering to Corporation or to such
purchaser or purchasers, all such instruments as may, in the opinion of
Corporation, be advisable for the purpose.
The receipt of Corporation for the purchase money paid at any such sale
made by it shall be a sufficient discharge therefor to any purchaser of the
Pledged Stock, or any portion thereof, sold as aforesaid; and no such purchaser
(or his or its representatives or assigns), after paying such purchase money
and receiving such receipt, shall be bound to see to the application of such
purchase money or any part thereof or in any manner whatsoever be answerable
for any loss, misapplication or nonapplication of any such purchase money, or
any part thereof, or be bound to inquire as to the authorization, necessity,
expediency or regularity of any such sale.
The remedying of any such Event of Default shall not divest Corporation of
its rights under this Section 3 unless and until Corporation waives said rights
in writing.
4. Application of Proceeds.
The proceeds of any sale, or of collection, of all or any part of the
Pledged Stock shall be applied by Corporation, without any marshaling of
assets, in the following order:
(a) first, to the payment of all of the costs and expenses of such sale,
including, without limitation, reasonable compensation to Corporation and its
agents, attorneys and counsel, and all other expenses, liabilities and advances
made or incurred by Corporation in connection therewith; and
(b) finally, to the payment to the Pledgor, its successors and assigns, or
their respective heirs, executors or administrators, or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction
may direct, of any surplus remaining from such proceeds after payments of the
character referred to in Subsections (a) and (b) of this Section 4 shall have
been made.
5. Corporation Appointed Attorney-in-Fact; Indemnity.
<PAGE> 6
(a) Corporation, its successors and assigns, is hereby appointed enduring
attorney-in-fact, with full power of substitution, of the Pledgor for the
purpose of carrying out the provisions of this Pledge Agreement and taking any
action and executing any instruments which such attorney-in-fact may deem
necessary or advisable to accomplish the purposes hereof. (b)The Pledgor will
indemnify and save harmless Corporation from and against any liability or
damage which it may incur, in good faith and without negligence, in the
exercise and performance of any of Corporation's powers and duties specifically
set forth herein.
6. No Waiver.
No failure on the part of Corporation to exercise, and no delay on the
part of Corporation in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise by
Corporation of any right, power or remedy hereunder preclude any other or
further right, power or remedy. The remedies herein provided are cumulative
and are not exclusive of any remedies provided by law.
7. Termination of Pledge.
When the Promissory Note shall have been paid in full, this Pledge
Agreement shall terminate. Corporation shall forthwith assign, transfer and
deliver to the Pledgor or its assignees, without representation, warranty or
recourse, against appropriate receipts, all the Pledged Stock, if any, then
held by it in pledge hereunder.
8. Governing Law.
This Pledge Agreement shall in all respects be construed and interpreted
in accordance with and governed by the laws of the Bermuda.
9. Successors and Assigns.
This Pledge Agreement shall be binding upon and inure to the benefit of
the respective successors and assigns of the Pledgor and Corporation, and any
subsequent holder of the Promissory Note or the Obligations.
10. Additional Instruments and Assurance.
The Pledgor hereby agrees, at its own expense, to execute and deliver,
from time to time, any and all further, or other, instruments, and to perform
such acts, as Corporation may
<PAGE> 7
reasonably request to effect the purposes of this Pledge Agreement and to
secure to Corporation, and to all persons who may from time to time be the
holder of the Promissory Note or the Obligations, the benefits of all rights,
authorities and remedies conferred upon Corporation by the terms of this Pledge
Agreement.
11. Future Holders of Notes.
This Pledge Agreement is for the benefit of any and all future holders of
the Obligations in addition to Corporation, each of whom shall, without
further act, become a party hereto by becoming a holder of the Promissory Note.
12. Notices.
All notices, requests, demands, consents or other communications given
hereunder or in connection herewith shall be in writing and sent by registered
mail, return receipt requested, postage prepaid, addressed to the Pledgor at
the address set forth below, and to the Corporation, at its principal office
set forth above. The Pledgor or Corporation may, by notice given as aforesaid,
change its address for all subsequent notices. Notice shall be deemed given
when so deposited in the mail.
13. Separability.
In case any one or more of the provisions of this Pledge Agreement shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof, but this Pledge Agreement shall be construed as if such invalid,
illegal or unenforceable provision had not been included.
14. Events of Default.
The Pledgor shall be in default under this Pledge Agreement upon the
occurrence of any one of the following events (herein referred to as an "Event
of Default"):
(a) default by the Pledgor in the due observance or performance of any
covenant or agreement contained herein or breach by the Pledgor of any
representation or warranty contained herein and such default shall continue
unremedied for thirty (30) days after written notice thereof is given by
Corporation to the Pledgor; or
(b) any default by the Pledger in the payment or performance
<PAGE> 8
when due of any of the Obligations, including, without limitation, the payment
of the principal of, or interest on, any indebtedness of the Pledgor to
Corporation, as set forth in the Promissory Note.
15. Headings.
The headings of the Sections of this Pledge Agreement have been inserted
for convenience of reference only and shall in no way affect the construction
or interpretation of this Pledge Agreement.
Please indicate your receipt of the property described in the first
paragraph hereof and your agreement to the terms and provisions hereof by
executing this Pledge Agreement in the space provided below.
(Signature block on next page.)
<PAGE> 9
BRIANA INVESTMENT GROUP, LP
by its General Partner
WINDBRIDGE HOLDINGS, LTD.,
BY /s/ Vernon N. Douglas, Jr.
-----------------------------------------------------------
Vernon N. Douglas, Jr., Director
- -------------------------------------------
Witness
Dated this 8th day of May, 1997.
ZEON CORPORATION
By /s/ Dennis Nichols
-------------------------------
Dennis Nichols
Director
Dated this 8th day of May, 1997
