Trademark Security Agreement among RelationServe Media, Inc., RelationServe Access, Inc., Friendsand, Inc., and Christiana Corporate Services, Inc.

 Exhibit 10.5 TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (this "TRADEMARK SECURITY AGREEMENT") is made this 3rd day of February, 2006, among Grantors listed on the signature pages hereof (collectively, jointly and severally, "GRANTORS" and each individually "Grantor"), and Christiana Corporate Services, Inc., a Delaware corporation, in its capacity as Agent for the Holders (together with its successors and assigns in such capacity, "AGENT"). W I T N E S S E T H: WHEREAS, pursuant to the Securities Purchase Agreement (the "PURCHASE AGREEMENT") dated as of October 31, 2005, among SendTec Acquisition Corp. ("STAC") and the other parties thereto, and the Senior Secured Convertible Debentures (the "DEBENTURES") issued by STAC pursuant to the Purchase Agreement, the Holders have severally agreed to extend the loans evidenced by the Debentures to STAC; WHEREAS, pursuant to the Guaranty, Grantors have agreed to jointly and severally guarantee the obligations owed by STAC under the Debentures; WHEREAS, the Holders are willing to accept the Guaranty, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of Holders, that certain Guarantor Security Agreement dated as of February 3rd, 2006 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the "SECURITY AGREEMENT"); and WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of Holders, this Trademark Security Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:  1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement. 2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby grants to Agent, for the benefit of the Holders, a continuing first priority security interest in all of such Grantor's right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the "TRADEMARK COLLATERAL"): (a) all of its Trademarks and rights in and to Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto; (b) all extensions, modifications and renewals of the foregoing; (c) all goodwill of the business connected with the use of, and symbolized by, each Trademark; and (d) all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark, or (ii) injury to the goodwill associated with any Trademark. 3. SECURITY AGREEMENT. The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to Agent, for the benefit of the Holders, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. 4. AUTHORIZATION TO SUPPLEMENT. Grantors hereby authorize Agent unilaterally to modify this Agreement by amending SCHEDULE I to include any trademarks, registrations, or applications therefor (including, without limitation, extensions or renewals) which become part of the Trademark Collateral under the Security Agreement. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend SCHEDULE I shall in any way affect, invalidate or detract from Agent's continuing security interest in all Collateral, whether or not listed on SCHEDULE I. 5. COUNTERPARTS. This Trademark Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto. [signature pages follow]  IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. GRANTORS: RELATIONSERVE MEDIA, INC., a Delaware corporation, as a Grantor By: /s/ ----------------------------------- Name:_________________________________ Title:________________________________ RELATIONSERVE ACCESS, INC., a Delaware corporation, as a Grantor By: /s/ ----------------------------------- Name:_________________________________ Title:________________________________ FRIENDSAND, INC., a Delaware corporation, as a Grantor By: /s/ ----------------------------------- Name:_________________________________ Title:________________________________ SIGNATURE PAGE OF TRADEMARK SECURITY AGREEMENT  AGENT: CHRISTIANA CORPORATE SERVICES, INC., a Delaware corporation, as Agent By: /s/ ----------------------------------- Name:_________________________________ Title:________________________________ SIGNATURE PAGE OF TRADEMARK SECURITY AGREEMENT