Share Pledge And Security Agreement

SHARE PLEDGE AND SECURITY AGREEMENT


THIS SHARE PLEDGE AND SECURITY AGREEMENT (the "Agreement"), dated as of November 4, 1996 is made by and between StreamLogic Software Corporation, a Delaware corporation ("Pledgor") and FWB Software, LLC, a California limited liability company ("Secured Party").


R E C I T A L S


A. Pledgor is the owner of 750,000 membership shares (the "Pledged Shares") of FWB Software, LLC (the "Shares"), as evidenced by certificate numbers ____________.


B. As security for the "Obligations" described in Section 2 below, Pledgor has agreed to make the pledge contemplated by this Agreement.

IT IS AGREED:


1. Pledge. Pledgor hereby pledges and delivers to Secured Party, and grants to Secured Party a security interest in, all of the following (the "Pledged Collateral"):


(a) The Pledged Shares and the certificate representing the Pledged Shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; and


(b) All additional Shares or other securities of Secured Party from time to time acquired by Pledgor in connection with any Share split, Share dividend or other distribution or exchange in respect of any Shares pledged hereunder, and the certificates representing such additional shares or other securities, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.


The inclusion of proceeds in this Agreement does not authorize Pledgor to sell, dispose of or otherwise use the Pledged Collateral in any manner not specifically authorized hereby.


2. Security for Obligations. This Agreement secures the payment and performance of (i) all indebtedness evidenced by, and all liabilities and obligations of Pledgor to Secured Party under, that certain Promissory Note executed by Pledgor dated November 4, 1996 in favor of Secured Party (the "Note"), and all modifications, renewals, extensions and rearrangements thereof and substitutions and replacements therefor, and (ii) all indebtedness, liabilities and obligations of Pledgor now or hereafter existing under this Agreement (all of the foregoing collectively the "Obligations").


3. Delivery of Pledged Collateral. All certificates representing the Pledged Collateral, accompanied by instruments of transfer or assignment duly executed in blank by Pledgor, have been delivered to and held by or on behalf of Secured Party pursuant hereto, all in


form and substance satisfactory to Secured Party. Upon the occurrence and during the continuation of an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default (as defined in Section 7 hereof). Secured Party shall have the right, in its discretion and without notice to Pledgor, to transfer to or to register in its name or the name of a nominee any or all of the Pledged Collateral, subject only to the revocable rights specified in Section 5(a) hereof. In addition, Secured Party shall have the right at any time to exchange certificates representing the Pledged Collateral in its possession for certificates of smaller or larger denominations.


4. Representations and Warranties. Pledgor represents and warrants as follows:


(a) Pledgor is a corporation organized and in good standing under the laws of the State of Delaware and has full power and authority to enter into and perform all of its obligations under this Agreement.


(b) The execution, delivery and performance by Pledgor of this Agreement do not violate any provision of any statute, law, rule, regulation, judgment, order or decree binding upon Pledgor and will not conflict with, or constitute a breach or default under, any indenture, loan agreement, contract or other agreement or instrument to which Pledgor is a party or by which Pledgor or any of its property is bound.


(c) No authorization, consent or approval or other action by, and no notice to or other filing with, any governmental authority or regulatory body is required either (i) for the execution and delivery by Pledgor of this Agreement, the pledge by Pledgor of the Pledged Collateral pursuant hereto or the performance by Pledgor of any of its obligations hereunder, or (ii) for the exercise by Secured Party of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant hereto (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).


(d) Pledgor is, and in the case of any Pledged Collateral other than the Pledged Shares will be, the legal and beneficial owner of the Pledged Collateral free and clear of any lien, security interest, option, charge or encumbrance, except for the security interest created by this Agreement.


(e) The pledge of the Pledged Shares creates a valid and perfected first priority security interest in the Pledged Collateral, securing payment of the Obligations.


5. Voting Rights; Dividends, Etc.


(a) So long as no Event of Default or event which, with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred:


(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose


not inconsistent with the terms of this Agreement or any document, agreement or instrument entered into in connection with the Note.


(ii) Pledgor shall be entitled to receive and retain any and all cash dividends paid in respect of the Pledged Collateral; provided, however, that all other dividends and Shares, property or otherwise, including dividends representing Shares or liquidating dividends, or a distribution o ...