Security Agreement Between Firestone Communications, Inc. and Varina Knight Mason Testamentary Trust II (January 24, 2003)

  SECURITY AGREEMENT January 24, 2003 FIRESTONE COMMUNICATIONS, INC. 6125 Airport Freeway, Suite 200 Fort Worth, Texas 76117 Attention: Leonard L. Firestone (Hereinafter referred to as "Borrower") VARINA KNIGHT MASON TESTAMENTARY TRUST II 2022 Hendricks Avenue Jacksonville, Florida 32202 Attention: Raymond K. Mason, Sr. (Hereinafter referred to as "Lender") For value received and to secure payment and performance of any and all obligations of Borrower to Lender however created, arising or evidenced, whether direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, and whether or not evidenced by a Loan Document, including, future advances, and all costs and expenses incurred by Lender to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, "Obligations"), Borrower hereby grants to Lender a continuing security interest in and lien upon the following described property, whether now owned or hereafter acquired, and any additions, replacements, accessions, or substitutions thereof and all cash and non-cash proceeds and products thereof (collectively, "Collateral"); All of the personal property of Borrower of every kind and nature including, without limitation, all accounts, equipment, accessions, inventory, chattel paper, instruments, investment property, documents, letter-of-credit rights, deposit accounts, and general intangibles, wherever located. Any of the foregoing terms that are defined in the Uniform Commercial Code ("UCC") shall have the meaning given to the term in the UCC. Borrower hereby represents and agrees that: OWNERSHIP. Borrower owns the Collateral free and clear of all liens, security interests, and claims, and Borrower will keep the Collateral free and clear from all liens, security interests and claims, other than those granted to or approved by Lender. NAME AND OFFICES; JURISDICTION OF ORGANIZATION. The name and address of Borrower appearing at the beginning of this Agreement are Borrower's exact legal name and the address of its chief executive office. There has been no change in the name of Borrower, or the name under which Borrower conducts business, within the five years preceding the date hereof except as previously reported in writing to Lender. Borrower has not moved its chief executive office within the five years preceding the date hereof except as previously reported in writing to Lender. Borrower is organized under the laws of the State of Delaware and has not changed the jurisdiction of its organization within the five years preceding the date hereof except as previously reported in writing to Lender. TITLE/TAXES. Borrower has good and marketable title to Collateral and will warrant and defend same against all claims. Borrower will not transfer, sell, or lease Collateral (except as permitted herein). Borrower agrees to pay promptly all taxes and assessments upon or for the use of Collateral and on this Security Agreement. At its option, Lender may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on Collateral. Borrower agrees to reimburse Lender, on demand, for any such payment made by Lender. Any amounts so paid shall be added to the Obligations. WAIVERS. Borrower agrees not to assert against Lender as a defense (legal or equitable), as a set-off, as a counterclaim, or otherwise, any claims Borrower may have against any seller or lessor that provided personal property or services relating to any part of the Collateral or against any other party liable to  Lender for all or any part of the Obligations. Borrower waives all exemptions and homestead rights with regard to the Collateral. Borrower waives any and all rights to any bond or security that might be required by applicable law prior to the exercise of any of Lender's remedies against any Collateral. All rights of Lender and security interests hereunder, and all obligations of Borrower hereunder, shall be absolute and unconditional, not discharged or Impaired irrespective of (and regardless of whether Borrower receives any notice of): (i) any lack of validity or enforceability of any Loan Document; (ii) any change in the time, manner or place of payment or performance, or in any term, of all or any of the Obligations or the Loan Documents or any other amendment or waiver of or any consent to any departure from any Loan Document; or (iii) any exchange, insufficiency, unenforceability, enforcement, release, impairment or non-perfection of any collateral, or any release of or modifications to or Insufficiency, unenforceability or enforcement of the obligations of any guarantor or other obligor. To the extent permitted by law, Borrower hereby waives any rights under any valuation, stay, appraisement, extension or redemption laws now existing or which may hereafter exist and which, but for this provision, might be applicable to any sale or disposition of the Collateral by Lender; and any other circumstance which might otherwise constitute a defense available to, or a discharge of any party with respect to the Obligations. NOTIFICATIONS; LOCATION OP COLLATERAL. Borrower will notify Lender in writing at least 30 days prior to any change in: (i) Borrower's chief place of business and/or residence; (ii) Borrower's name or identity; (iii) Borrower's corporate/organizational structure; or (iv) the jurisdiction in which Borrower is organized. In addition, Borrower shall promptly notify Lender of any claims or alleged claims of any other person or entity to the Collateral or the institution of any litigation, arbitration, governmental investigation or administrative proceedings against or affecting the Collateral. Borrower will keep Collateral at the location(s) previously provided to Lender until such time as Lender provides written advance consent to a change of location. Borrower will bear the cost of preparing and filing any documents necessary to protect Lender's liens. COLLATERAL CONDITION AND LAWFUL USE. Borrower represents that the Collateral is in good repair and condition and that Borrower shall use reasonable care to prevent Collateral from being damaged or depreciating, normal wear and tear excepted. Borrower shall immediately notify Lender of any material loss or damage to Collateral. Borrower shall not permit any item of Collateral to become a fixture to real estate or an accession to other personal property unless such property is also Collateral hereunder. Borrower represents it is in compliance in all respects with all laws, rules and regulations applicable to the Collateral and its properties, operations, business, and finances. RISK OF LOSS AND INSURANCE. Borrower shall bear all risk of loss with respect to the Collateral. The Injury to or loss of Collateral, either partial or total, shall not release Borrower from payment or other performance hereof. Borrower agrees to obtain and keep in force property insurance on the Collateral with a Lender's Loss Payable Endorsement in favor of Lender and commercial general liability insurance naming Lender as Additional insured. Such insurance is to be in form and amounts satisfactory to Lender and issued by reputable insurance carriers satisfactory to Lender with a Best Insurance Report Key Rating of at least "A-". All such policies shall provide to Lender a minimum of 30 days written notice of cancellation. Borrower shall furnish to Lender such policies, or other evidence of such policies satisfactory to Lender. If Borrower fails to obtain or maintain in force such insurance or falls to furnish such evidence Lender is authorized, but not obligated, to purchase any or all insurance or "Single Interest insurance" protecting such interest as Lender deems appropriate against such risks and for such coverage and for such amounts, including either the loan amount or value of the Collateral, all at its discretion, and at Borrower's expense. In such event, Borrower agrees to reimburse Lender for the cost of such insurance and Lender may add such cost to the Obligations. Borrower shall bear the risk of loss to the extent of any deficiency in the effective insurance coverage with respect to loss or damage to any of the Collateral. Borrower hereby assigns to Lender the proceeds of all properly insurance covering the Collateral up to the amount of the Obligations and directs any insurer to make payments directly to Lender. Borrower hereby appoints Lender its attorney-in-fact, which appointment shall be irrevocable and coupled with an interest for so long as Obligations are unpaid, to file proof of loss and/or any other forms required to collect from any insurer any amount due from any damage or destruction of Collateral, to agree to and bind Borrower as to the amount of said recovery, to designate payee(s) of such recovery, to grant releases to insurer, to grant subrogation rights to any insurer, and to endorse any settlement check Page 2  or draft. Borrower agrees not to exercise any of the foregoing powers granted to Lender without Lender's prior written consent. FINANCING STATEMENTS, CERTIFICATES OF TITLE, POWER OF ATTORNEY. No financing statement (other than any filed or approved by Lender) covering any Collateral is on file in any public filing office. Borrower authorizes the filing of one or more financing statements covering the Collateral in form satisfactory to Lender, and without Borrower's signature where authorized by law, agrees to deliver certificates of title on which Lender's lien has been indicated covering any Collateral subject to a certificate of title statue, and will pay all costs and expenses of filing or applying for the same or of filing this Security Agreement in all public filing offices, where filing is deemed by Lender to be desirable. Borrower hereby constitutes and appoints Lender the true and lawful attorney of Borrower with full power of substitution to take any and all appropriate action and to execute any and all documents, instruments or applications that may be necessary or desirable to accomplish the purpose and carry out the terms of this Security Agreement, including, without limitation, to complete, execute, and deliver any Control Agreement(s) by Lender, Borrower and Third Party(ies) that may be or become required in connection herewith (individually and collectively the "Control Agreement"), and any instructions to Third Party(ies) regarding, among other things, control and disposition of any Collateral which is the subject of such Control Agreements). The foregoing power of attorney is coupled with an interest and shall be irrevocable until all of the Obligations have been paid in full. Neither Lender nor anyone acting on its behalf shall be liable for acts, omissions, errors in Judgment, or mistakes in fact in such capacity as attorney-in-fact. Borrower ratifies all acts of Lender as attorney-in-fact. Borrower agrees to take such other actions, at Borrower's expense, as might be requested for the perfection, continuation and assignment, in whole or in part, of the security interests granted herein and to assure and preserve Lender's intended priority position. If certificates, passbooks, or other documentation or evidence is/are issued or outstanding as to any of the Collateral, Borrower will cause the security interests of Lender to be property protected, including perfection by notation thereon or delivery thereof to Lender. LANDLORD/MORTGAGEE WAIVERS. Borrower shall cause each mortgagee of real property owned by Borrower and each landlord of real property leased by Borrower to execute and deliver instruments satisfactory in form and substance to Lender by which such mortgagee or landlord subordinates its rights, if any, in the Collateral. CONTROL. Borrower will cooperate with Lender in obtaining control with respect to Collateral consisting of electronic chattel paper. Borrower authorizes and directs Third Party to comply with the terms of this Security Agreement, to enter into a Control Agreement, to mark Its records to show the security Interest of and/or the transfer to Lender of the property pledged hereunder. CHATTEL PAPER, ACCOUNTS, GENERAL INTANGIBLES. Borrower warrants that Collateral consisting of chattel paper, accounts, or general intangibles is (i) genuine and enforceable in accordance with its terms; (ii) not subject to any defense, set-off, claim or counterclaim of a material nature against Borrower except as to which Borrower has notified Lender in writing; and (iii) not subject to any other circumstances that would impair the validity, enforceability, value, or amount of such Collateral except as to which Borrower has notified Lender in writing. Borrower shall not amend, modify or supplement any lease, contract or agreement contained in Collateral or waive any provision therein, without prior written consent of Lender. Borrower will not create any tangible chattel paper without placing a legend on the chattel paper acceptable to Lender indicating that Lender has a security interest in the chattel paper. Borrower will not create any electronic chattel paper without taking all steps deemed necessary by Lender to confer control of the electronic chattel paper upon Lender in accordance with the UCC. ACCOUNT INFORMATION. From time to time, at Lender's request, Borrower shall provide Lender with schedules describing all accounts, including customers' addresses, created or acquired by Borrower and at Lender's request shall execute and deliver written assignments of contracts and other documents evidencing such accounts to Lender. Together with each schedule, Borrower shall, if requested by Lender, furnish Lender with copies of Borrower's sales journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all goods sold, and Borrower warrants the genuineness thereof. Page 3  ACCOUNT DEBTORS. If a Default should occur, Lender shall have the right to notify the account debtors obligated on any or all of the Collateral to make payment thereof directly to Lender and Lender may take control of all proceeds of any such Collateral, which rights Lender may exercise at any time. The cost of such collection and enforcement, Including attorneys' fees and expenses, shall be borne solely by Borrower whether the same is incurred by Lender or Borrower. If a Default should occur or upon demand of Lender, Borrower will, upon receipt of all checks, drafts, cash and other remittances in payment on Collateral, deposit the same in a special bank account maintained with Lender, over which Lender also has the power of withdrawal. If a Default should occur, no discount, credit, or allowance shall be granted by Borrower to any account debtor and no return of merchandise shall be accepted by Borrower without Lender's consent. Lender may, after Default, settle or adjust disputes and claims directly with account debtors for amounts and upon terms that Lender considers advisable, and in such cases Lender will credit the Obligations with the net amounts received by Lender, after deducting an of the expenses incurred by Lender. Borrower agrees to indemnify and defend Lender and hold it harmless with respect to any claim or proceeding arising out of any matter related to collection of Collateral. GOVERNMENT CONTRACTS. If any Collateral covered hereby arises from obligations due to Borrower from any governmental unit or organization, Borrower shall immediately notify Lender in writing and execute all documents and take all actions deemed necessary by Lender to ensure recognition by such governmental unit or organization of the rights of Lender in the Collateral. INVENTORY. So long as no Default has occurred, Borrower shall have the right in the regular course of business, to process and sell Borrower's inventory. If a Default should occur or upon demand of Lender, Borrower will, upon receipt of all checks, drafts, cash and other remittances, in payment of Collateral sold, deposit the same in a special bank account maintained with Lender, over which Lender also has the power of withdrawal. Borrower agrees to notify Lender immediately in the event that any inventory purchased by or delivered to Borrower is evidenced by a bill of lading, dock warrant, dock receipt, warehouse receipt or other document of title and to deliver such document to Lender upon request. INSTRUMENTS, CHATTEL PAPER, DOCUMENTS. Any Collateral that is, or is evidenced by, instruments, chattel paper or negotiable documents will be property assigned to and the originals of any such Collateral in tangible form deposited with and held by Lender, unless Lender shall hereafter otherwise direct or consent in writing. Lender may, without notice, before or after maturity of the Obligations, exercise any or all rights of collection, conversion, or exchange and other similar rights, privileges and options pertaining to such Collateral, but shall have no duty to do so. COLLATERAL DUTIES. Lender shall have no custodial or ministerial duties to perform with respect to Collateral pledged except as set forth herein; and by way of explanation and not by way of limitation, Lender shall incur no liability for any of the following: (i) loss or depreciation of Collateral (unless caused by its willful misconduct or gross negligence). (ii) failure to present any paper for payment or protest, to protest or give notice of nonpayment, or any other notice with respect to any paper or collateral. TRANSFER OF COLLATERAL. Lender may assign its rights in collateral or any part thereof to any assignee who shall thereupon become vested with all the powers and rights herein given to Lender with respect to the property so transferred and delivered, and Lender shall thereafter be forever relieved and fully discharged from any liability with respect to such property so transferred, but with respect to any property not so transferred, Lender shall retain all rights and powers hereby given. INSPECTION, BOOKS AND RECORDS. Borrower will at all times keep accurate and complete records covering each item of Collateral, including the proceeds therefrom. Lender, or any of its agents, shall have the right, at intervals to be determined by Lender and without hindrance or delay, at Borrower's expense, to inspect, audit, and examine the Collateral and to make copies of and extracts from the books, records, journals, orders, receipts, correspondence and other data relating to Collateral. Borrower's business or any other transaction between the parties hereto. Borrower will at its expense furnish Lender Page 4  copies thereof upon request. For the further security of Lender, it is agreed that Lender has and is hereby granted a security interest in all books and records of Borrower pertaining to the Collateral. COMPLIANCE WITH LAW. Borrower will comply with all federal, state and local laws and regulations, applicable to it, including without limitation, environmental and labor laws and regulations, in the creation, use, operation, manufacture and storage of the Collateral and the conduct of its business. ATTORNEYS' FEES AND OTHER COSTS OF COLLECTION. Borrower shall pay all of Lender's reasonable expenses incurred in enforcing this Security Agreement and in preserving and liquidating Collateral, Including but not limited to, reasonable arbitration, paralegals', attorneys' and experts' fees and expenses, whether incurred with or without the commencement of a suit, trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding. DEFAULT. If any of the following occurs, a default ("Default") under this Security Agreement shall exist Loan Document Default. A default under any Loan Document. Collateral Loss or Destruction. Any loss, theft, substantial damage, or destruction of Collateral not fully covered by insurance, or as to which insurance proceeds are not remitted to Lender within 30 days of the loss. Collateral Sale, Lease or Encumbrance. Any sale, lease, or encumbrance of any Collateral not specifically permitted herein without prior written consent of Lender. Levy, Seizure or Attachment. The making of any levy, seizure, or attachment on or of Collateral that is not removed within 10 days. Unauthorized Collection of Collateral. Any attempt to collect, cash in or otherwise recover deposits that are Collateral. Third Party Breach. Any default or breach by a Third Party of any provision contained in any Control Agreement executed in connection with any of the collateral. Unauthorized Termination. Any attempt to terminate, revoke, rescind, modify, or violate the terms of this Security Agreement or any Control Agreement without the prior written consent of Lender. REMEDIES ON DEFAULT (INCLUDING POWER OF SALE). If a Default occurs, all of the Obligations shall be immediately due and payable, without notice, and Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Without limitation thereto, Lender shall have the following rights and remedies: (i) to take immediate possession of Collateral, without notice or resort to legal process, and for such purpose, to enter upon any premises on which Collateral or any part thereof may be situated and to remove the same therefrom, or, at its option, to render collateral unusable or dispose of said Collateral on Borrower's premises; (II) to require Borrower to assemble the Collateral and make it available to Lender at a place to be designated by Lender: and (iii) to dispose of collateral, as a unit or in parcels, separately or with any real property interests also securing the Obligations, in any county or place to be selected by Lender, at either private or public sale (at which public sale Lender may be the purchaser) with or without having the Collateral physically present at said sale Any notice of sale, disposition or other action by Lender required by law and sent to Borrower at Borrower's address shown above, or at such other address of Borrower as may from time to time be shown on the records of Lender, at least 5 days prior to such action, shall constitute reasonable notice to Borrower. Notice shall be deemed given or sent when mailed postage prepaid to Borrower's address as provided herein. Lender shall be entitled to apply the proceeds of any sale or other disposition of the Collateral, and the payments received by Lender with respect to any of the Collateral, to Obligations in such order and manner as Lender may determine. Collateral that is subject to rapid declines in value and is customarily sold in recognized markets may be disposed of by Lender in a recognized market for such collateral without providing notice of sale. Borrower waives any and all requirements that the Lender sell or dispose of all or any part of the Collateral at any particular time, regardless of whether Borrower has requested such sale or disposition. REMEDIES ARE CUMULATIVE. No failure on the part of Lender to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Lender or any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any right, power or remedy. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law, in equity, or in other Loan Documents. Page 5  INDEMNIFICATION. Borrower shall protect, indemnify and save harmless Lender from and against all losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Damages") imposed upon, incurred by or asserted against Lender on account of (i) the Loan Documents or any failure or alleged failure of Borrower to comply with any of the terms or representations of this Agreement; (ii) any claim of loss or damage to the Collateral or any injury or claim of injury to, or death of, any person or property that may be occasioned by any cause whatsoever pertaining to the Collateral or the use, occupancy or operation thereof; (iii) any failure or alleged failure of Borrower to comply with any law, rule or regulation applicable to the Collateral or the use, occupancy or operation of the Collateral (including, without limitation, the failure to pay any taxes, fees or other charges); (iv) any Damages whatsoever by reason of any alleged action, obligation or undertaking of Lender relating in any way to or any matter contemplated by the Loan Documents; or (v) any claim for brokerage fees or such other commissions relating to the Collateral or any other Obligations; provided that such indemnity shall be effective only to the extent of any Damages that may be sustained by Lender in excess of any net proceeds received by it from any Insurance of Borrower (other than self-insurance) with respect to such Damages. Nothing contained herein shall require Borrower to indemnify Lender for any Damages resulting from Lender's gross negligence or its willful misconduct The indemnity provided for herein shall survive payment of the Obligations and shall extend to the officers, directors, employees and duly authorized agents of Lender. In the event Lender incurs any Damages arising out of or in any way relating to the transaction contemplated by the Loan Documents (including any of the matters referred to in this section), the amounts of such Damages shall be added to the Obligations, shall bear interest, to the extent permitted by law, at the interest rate borne by the Obligations from the date incurred until paid and shall be payable on demand. Page 6  MISCELLANEOUS. Amendments and Waivers. No waiver, amendment or modification of any provision of this Security Agreement shall be valid unless in writing and signed by Borrower and an officer of Lender. No waiver by Lender of any Default shall operate as a waiver of any other Default or of the same Default on a future occasion. Assignment. All rights of Lender hereunder are freely assignable, in whole or in part, and shall inure to the benefit of and be enforceable by Lender, its successors, assigns and affiliates. Borrower shall not assign its rights and interest hereunder without the prior written consent of Lender, and any attempt by Borrower to assign without Lender's prior written consent is null and void. Any assignment shall not release Borrower from the Obligations. This Security Agreement shall be binding upon Borrower, and the heirs, personal representatives, successors, and assigns of Borrower. Applicable Law; Conflict Between Documents. This Security Agreement shall be governed by and construed under the law of the jurisdiction named in the address of the Lender shown on the first page hereof (the "Jurisdiction") without regard to that Jurisdiction's conflict of laws principles, except to the extent that the UCC requires the application of the law of a different Jurisdiction. If any terms of this Security Agreement conflict with the terms of any commitment letter or loan proposal, the terms of this Security Agreement shall control. Jurisdiction. Borrower irrevocably agrees to non-exclusive personal jurisdiction in the state identified as the Jurisdiction above. Severability. If any provision of this Security Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Security Agreement Notices. Any notices to Borrower shall be sufficiently given, if in writing and mailed or delivered to the address of Borrower shown above or such other address as provided hereunder, and to Lender, if in writing and mailed or delivered to the address of Lender shown above, or such other address as Lender may specify in writing from time to time. In the event that Borrower changes Borrower's mailing address at any time prior to the date the Obligations are paid in full, Borrower agrees to promptly give written notice of said change of address by registered or certified mail, return receipt requested, all charges prepaid. Captions. The captions contained herein are inserted for convenience only and shall not affect the meaning or interpretation of this Security Agreement or any provision hereof. The use of the plural shall also mean the singular, and vice versa. Joint and Several Liability, if more than one party has signed this Security Agreement, such parties are jointly and severally obligated hereunder. Binding Contract Borrower by execution and Lender by acceptance of this Security Agreement, agree that each party is bound by all terms and provisions of this Security Agreement. DEFINITIONS. Loan Documents. The term "Loan Documents" refers to all documents, Including this Agreement, whether now or hereafter existing, executed in connection with or related to the Obligations, and may include, without limitation and whether executed by Borrower or others, commitment letters that survive closing, loan agreements, promissory notes, guaranty agreements, deposit or other similar agreements, other security agreements, letters of credit and applications for letters of credit, security instruments, financing statements, mortgage instruments, any renewals or modifications, whenever any of the foregoing are executed. Third Party. The term "Third Party" means any Broker, Collateral Agent Securities Intermediary and/or bank which from time to time maintains a securities account, and is acting in such capacity, for Borrower or maintains a deposit account for Borrower with respect to any part of the Collateral. UCC "UCC" means the Uniform Commercial Code as presently and hereafter enacted in the Jurisdiction. Terms defined in the UCC. Any term used in this Agreement and in any financing statement filed in connection herewith which is defined in the UCC and not otherwise defined in this Agreement or any other Loan Document has the meaning given to the term in the UCC. IN WITNESS WHEREOF, Borrower, on the day and year first written above, has caused this Security Agreement to be executed under seal. Page 7  Hispanic Television Network, Inc. d/b/a Firestone Communications, Inc. Taxpayer Identification Number. By: \s\ Leonard L Firestone --------------------------------------- Leonard L Firestone, Chairman and CEO Page 8