Grant of Security Interest in Patents and Trademarks between Xstream Brands, Inc. and Laurus Master Fund, Ltd.

Summary

Xstream Brands, Inc. has granted Laurus Master Fund, Ltd. a security interest in its trademarks, related business goodwill, and associated rights as collateral for loans provided under a separate Security and Purchase Agreement. This agreement allows Laurus to enforce and protect these trademark rights if Xstream Brands defaults on its obligations. The agreement also authorizes Laurus to act on Xstream Brands' behalf to maintain or enforce the security interest. No patents are included in the collateral. The agreement is effective as of March 31, 2006.

EX-10.46 8 exh_10-46.txt GRANT OF SECURITY INTEREST IN PATENTS EXHIBIT 10.46 GRANT OF SECURITY INTEREST IN PATENTS AND TRADEMARKS THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of March 31, 2006, is executed by Xstream Brands, Inc., a Florida corporation ("Brands"), in favor of Laurus Master Fund, Ltd. (the "Secured Party"). A. Pursuant to a Security and Purchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Security Agreement") among Brands, XStream Beverage Networks, Inc., a Nevada corporation (the "Parent"), certain other subsidiaries of the Parent and the Secured Party, the terms and provisions of which are hereby incorporated herein as if fully set forth herein, Brands, the Parent and certain other subsidiaries of the Parent have granted a security interest to the Secured Party in consideration of the Secured Party's agreement to provide loans to Brands. B. Brands (1) has adopted, used and is using the trademarks reflected in the trademark registrations and trademark applications in the United States Patent and Trademark Office more particularly described on Schedule 1 annexed hereto as part hereof (the "Trademarks"), and (2) has registered or applied for registration in the United States Patent and Trademark Office of the patents more particularly described on Schedule 2 annexed hereto as part hereof (the "Patents"). C. Brands wishes to confirm its grant to the Secured Party of a security interest in all right, title and interest of Brands in and to the Trademarks and Patents, and all proceeds thereof, together with the business as well as the goodwill of the business symbolized by, or related or pertaining to, the Trademarks, and the customer lists and records related to the Trademarks and Patents and all causes of action which may exist by reason of infringement of any of the Trademarks and Patents (collectively, the "T&P Collateral"), to secure the payment, performance and observance of the Obligations (as that term is defined in the Security Agreement). NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged: 1. Brands does hereby further grant to the Secured Party a security interest in the T&P Collateral to secure the full and prompt payment, performance and observance of the Obligations. 2. Brands agrees to perform, so long as the Security Agreement is in effect, all acts deemed necessary or desirable by the Secured Party to permit and assist it, at Brands expense, in obtaining and enforcing the Trademarks and Patents in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. Brands hereby appoints the Secured Party as Brands' attorney-in-fact to execute and file any and all agreements, instruments, documents and papers as the Secured Party may determine to be necessary or desirable to evidence the Secured Party's security interest in the Trademarks and Patents or any other element of the T&P Collateral, all acts of such attorney-in-fact being hereby ratified and confirmed. 3. Brands acknowledges and affirms that the rights and remedies of the Secured Party with respect to the security interest in the T&P Collateral granted hereby are more fully set forth in the Security Agreement and the rights and remedies set forth herein are without prejudice to, and are in addition to, those set forth in the Security Agreement. In the event that any provisions of this Grant are deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall govern. 4. Brands agrees to execute financing statements or other instruments to the extent required by the Uniform Commercial Code and in executing such other documents or instruments as may be required or deemed necessary by you for purposes of affecting or continuing your security interest in the T&P Collateral. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, Brands has caused this instrument to be executed as of the day and year first above written. XSTREAM BRANDS, INC. By: /s/ ------------------------- Name: Title: LAURUS MASTER FUND, LTD. By: /s/ ------------------------- Name: Title: SCHEDULE 1 TO GRANT OF SECURITY INTEREST ---------------------------------------- REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

SCHEDULE 2 TO GRANT OF SECURITY INTEREST ---------------------------------------- PATENTS AND PATENT APPLICATIONS NONE. STATE OF ______________ ) ) ss.: COUNTY OF ____________) On this ____ day of _________, ____, before me personally came ________ ________________ who, being by me duly sworn, did state as follows: that [s]he is ______________ of Xstream Brands, Inc. that [s]he is authorized to execute the foregoing Grant on behalf of said corporation and that [s]he did so by authority of the [Board of Directors] of said corporation. _________________________ Notary Public STATE OF ______________) ) ss: COUNTY OF ____________) On this ____ day of _________, ____, before me personally came ________ _____________________ who, being by me duly sworn, did state as follows: that [s]he is __________________ of Laurus Master Fund, Ltd., that [s]he is authorized to execute the foregoing Grant on behalf of said corporation and that [s]he did so by authority of the Board of Directors of said corporation. _________________________ Notary Public