Common use of Disbursement Instructions Clause in Contracts

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 as follows: Other Disbursements: $ 84,881.80 $84,881.80 EXTEND & MODIFY LOAN #479195 (CURRENT BALANCE) Note Principal: $ 84,881.80 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 2,000.00 $2,000.00 LOAN FEE Other charges Paid in Cash: $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 $728.90 INTEREST DUE TO 8-2-07 Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERS. FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 2, 2007. BORROWER: Z-AXIS CORPORATION By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXX, CEO/CFO of Z-AXIS CORPORATION By: /s/ Sxxxxxxxx X. Xxxxx SXXXXXXXX X. XXXXX, President of Z-AXIS CORPORATION

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s 's conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 2,000,000.00 as follows: Undisbursed Funds: $993,493.50 Other Disbursements: $ 84,881.80 $84,881.80 EXTEND & MODIFY LOAN #479195 (CURRENT BALANCE) 998,241.50 $998,241.50 TO RENEW NOTE 9001 Other Charges Financed: $265.00 $40.00 UCC Recording and Post Search $225.00 Documentation Fee Tool Financed Prepaid Finance Charges: $8,000.00 $8,000.00 RENEWAL FEE ------------- Note Principal: $ 84,881.80 $2,000,000.00 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 2,000.00 $2,000.00 LOAN FEE 0.00 Other charges Charges Paid in Cash: $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 5,739.79 $728.90 INTEREST DUE TO 8-2-07 5,739.79 interest as of August 7, 2002 ----------- Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION$5,739.79 FINAL AGREEMENT. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERSBorrower understands that the loan documents signed in connection with this loan are the final expression of the agreement between Lender and Borrower and may not be contradicted by evidence of any alleged oral agreement. FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT AND THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S 'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S 'S MOST RECENT FINANCIAL FINANCAIL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 27, 20072002. BORROWER: Z-AXIS CORPORATION CATEGORY 5 TECHNOLOGIES, INC. By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXX---------------------------------- PAUL S ANDERSON, CEOCEO of CATEGORY 0 XXXXXXXXXXES, INC. NOTICE OF FINAL AGREEMENT Principal: $2,000,000.00 Loan Date: 08-07-2002 Maturity: 09-01-2003 Loan No.: 9001 Call/CFO Coll: 2/7380 Account: 3147622 Officer: 54403 Initials: Xxxxrences in the shaded area are for Lender's use only and do not limit the applicability of Z-AXIS CORPORATION Bythis document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: /s/ Sxxxxxxxx X. Xxxxx SXXXXXXXX X. XXXXXCATEGORY 5 TECHNOLOGIES, President of Z-AXIS CORPORATIONINC. Lender: ZIONS FIRST NATIONAL BANK 2795 COTTONWOOD PARKWAY, SUITE 450 XXXX XXXX XXXXXXXXXX XXXXXXX XXXXXXXX XXXX LAKE CITY, UT 84121 00 XXXT SOUTH TEMPLE, SUITE 200 XXXX XXXX XXXX, XX 00000 XX XXXXXXX XXXX XXXXXXXX XXXX PARTY REPRESENTS AND AGREES THAT: (A) THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THE WRITTEN LOAN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. As used in this Notice, the following terms have the following meanings:

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 2,250,700.00 as follows: Amount paid on Borrower's account: $2,250,000.00 $2,250,700 Payment on Loan # 9592507 and 9658178 Other DisbursementsCharges Financed: $ 84,881.80 $84,881.80 EXTEND & MODIFY LOAN #479195 (CURRENT BALANCE) 200.00 $200.00 Filing and recording Total Financed Prepaid Finance Charge: $500.00 $500.00 Loan fee Note Principal: $ 84,881.80 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 2,000.00 $2,000.00 LOAN FEE Other charges Paid in Cash: $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 $728.90 INTEREST DUE TO 8-2-07 Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERS. 2,250,700.00 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 2SEPTEMBER 30, 20072003. BORROWER: Z-AXIS CORPORATION FLOTEK INDUSTRIES, INC. By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXXXxxxx X. Xxxxx, CEO/CFO Xx. ————————————————— Xxxxx X. Xxxxx, Xx., CEO of Z-AXIS CORPORATION Flotek Industries, Inc. By: /s/ Sxxxxxxxx Xxxx X. Xxxxxxxxx ————————————————— Xxxx X. Xxxxxxxxx, Chief Financial Officer of Flotek Industries, Inc. AGREEMENT TO PROVIDE INSURANCE Principal: $2,250,700.00; Loan Date: 09-30-2003; Maturity: 08-30-2004. Grantor: Flotek Industries, Inc. (TIN: 00-0000000); 0000 Xxxxxx Xxxxxxx Xxxxx; Xxxxxxx, Xxxxx SXXXXXXXX 00000. Lender: Legacy Bank; Legacy Bank; XX Xxx 0000; 0000 X. XXXXXXxx 00; Xxxxxx, President Xxxxxxxx 00000-0000. INSURANCE REQUIREMENTS. Grantor, Flotek Industries, Inc. (“Grantor”), understands that insurance coverage is required in connection with the extending of Z-AXIS CORPORATIONa loan or the providing of other financial accommodations to Grantor by Lender. These requirements are set forth in the security documents for the loan. The following minimum insurance coverages must be provided on the following described collateral (the “Collateral”):

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s 's conditions for making the loan have been satisfiedsaisfied. Please disburse the loan proceeds of $84,881.80 19,533,458.94 as follows: Other DisbursementsOTHER DISBURSEMENTS: $ 84,881.80 $84,881.80 19,533,458.94 $19,533,458.94 EXTEND & MODIFY LOAN NOTE #479195 (CURRENT BALANCE) Note Principal53455 ----------------- NOTE PRINCIPAL: $ 84,881.80 $19,533,458.94 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in CashPREPAID FINANCE CHARGES PAID IN CASH: $ 2,000.00 $2,000.00 LOAN FEE Other charges Paid in Cash0.00 OTHER CHARGES PAID IN CASH: $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 20.50 $728.90 INTEREST DUE TO 8-2-07 Total Charges Paid in Cash20.50 FILING / RECORDING FEES ----------------- TOTAL CHARGES PAID IN CASH: $ 17,610.70 AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERS. $20.50 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S 'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S 'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 2DECEMBER 23, 20072003. BORROWER: Z-AXIS CORPORATION ByHUSKER AG, LLC BY: /s/ Axxx Xxxxxxxx AXXX XXXXXXXX(SEAL) BY: (SEAL) -------------------------- -------------------------- GARY KUESTER, CEO/CFO of Z-AXIS CORPORATION ByCHAIRMAN OF JACK FRAHM, SECRETARY OF XXXXXX XX, LLC XXXXXX AG, LLC BY: /s/ Sxxxxxxxx X. Xxxxx SXXXXXXXX X. XXXXX(SEAL) BY: (SEAL) -------------------------- -------------------------- SCOTT CARPENTER, President of Z-AXIS CORPORATIONVICE CORY FURSTENAU, TREASURER XX XXXXXXXX OF HUSKER AG, LLC XXXXXX AG, LLC

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s 's conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 2,000,000.00 as follows: Other Disbursements: $ 84,881.80 $84,881.80 EXTEND & MODIFY LOAN #479195 (CURRENT BALANCE) 2,000,000.00 [***] Current Outstanding Principal Balance [***] Available to Borrow Note Principal: $ 84,881.80 $2,000,000.00 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 2,000.00 $2,000.00 LOAN FEE 0.00 Other charges Charges Paid in Cash: $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 525.00 $728.90 INTEREST DUE TO 8-2-07 15.00 Flood Determination Fee $10.00 UCC Search Fee (KS) $500.00 Origination Fee Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERS. $525.00 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S 'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S 'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 2APRIL 15, 20072020. BORROWER: Z-AXIS CORPORATION TOROTEL, INC. By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXX, CEO/CFO of Z-AXIS CORPORATION Hxxxx X. Xxxxxxx By: /s/ Sxxxxxxxx Dxxx X. Xxxxx SXXXXXXXX Xxxxxxxx Hxxxx X. XXXXXXxxxxxx, Chief Financial Officer of Torotel, Inc. Dxxx X. Xxxxxxxx, Xx., President of Z-AXIS CORPORATIONTorotel, Inc.

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 2,000,000.00 as follows: Other DisbursementsUndisbursed Funds: $ 84,881.80 1,000,000.00 Amount paid to others on Borrower’s behalf: $84,881.80 EXTEND & MODIFY LOAN #479195 1,000,000.00 to Sub-limit (CURRENT BALANCEStandby Letter of Credit) $ 1,000,000.00 Note Principal: $ 84,881.80 2,000,000.00 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 2,000.00 $2,000.00 3,750.00 LOAN FEE ($1,250.00 has been collected) $ 3,750.00 Other charges Charges Paid in Cash: $50.00 UCC MONITORING FEE $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 $728.90 INTEREST DUE TO 8-2-07 50.00 Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION3,800.00 AUTOMATIC PAYMENTS. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERSBorrower hereby authorizes Lender automatically to deduct from Borrower’s account, numbered 101032936, the amount of any loan payment. If the funds in the account are insufficient to cover any payment, Lender shall not be obligated to advance funds to cover the payment. At any time and for any reason, Borrower or Lender may voluntarily terminate Automatic Payments. FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 2JUNE 14, 2007. 2005 BORROWER: Z-AXIS CORPORATION RAINMAKER SYSTEMS, INC. By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXXXxxxx Xxxxxxxxxx Authorized Signer for RAINMAKER SYSTEMS, CEO/CFO INC. CHANGE IN TERMS AGREEMENT Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $ 2,000,000.00 06-14-2005 05-10-2006 258901 410 0000002589-01 310 References in the shaded area are for Lender’s use only and do not limit the applicability of Z-AXIS CORPORATION Bythis document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations. Borrower: /s/ Sxxxxxxxx X. RAINMAKER SYSTEMS, INC. 0000 XXXXX XXXXX XXXX XXXXXX XXXXXX, XX 00000 Lender: BRIDGE BANK, National Association 00 Xxxxxxx Xxxxxxxxx Xxxxx SXXXXXXXX X. XXXXX000 Xxx Xxxx, President XX 00000 Principal Amount: $ 2,000,000.00 Initial Rate: 6.000% Date of Z-AXIS CORPORATIONAgreement: June 14, 2005 DESCRIPTION OF EXISTING INDEBTEDNESS. A Revolving Line of credit evidenced by that certain Promissory Note # 258901 (“Note”) dated April 29, 2004, in the original principal amount of Three Million and 00/100 Dollars ($3,000,000.00). The outstanding principal balance due under the Note, as of the date of this Agreement, is $0.00.

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 400,000.00 as follows: Undisbursed Funds: $ 100,831.52 Other Disbursements: $ 84,881.80 299,168.48 $84,881.80 EXTEND & MODIFY LOAN #479195 (CURRENT BALANCE) 299,168.48 Renew In # 0000000000 Note Principal: $ 84,881.80 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 2,000.00 $2,000.00 LOAN FEE Other charges Paid in Cash: $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 $728.90 INTEREST DUE TO 8-2-07 Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERS. 400,000.00 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 215, 20072008. BORROWER: Z-AXIS CORPORATION SUPREME VACUUM SERVICES, INC. By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXX, CEO/CFO of Z-AXIS CORPORATION By: /s/ Sxxxxxxxx X. Xxxxx SXXXXXXXX X. XXXXXXxxxxx Xxxx, President of ZSupreme Vacuum Services, Inc. NOTICE OF FINAL AGREEMENT Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $400,000.00 08-AXIS CORPORATION15-2008 08-15-2009 1395728801 4A / UR 00111 References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations. Borrower: Supreme Vacuum Services, Inc. X.X. Xxx 000 Xxxxxxxxxx , XX 00000 Lender: Broadway National Bank Main 0000 XX Xxxx 410 at Nacogdoches Rd. P O Xxx 000000 Xxx Xxxxxxx, XX 00000 (000) 000-0000 THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. As used in this Notice, the following terms have the following meanings:

Disbursement Instructions. Borrower Xxxxxxxx understands that no loan proceeds will be disbursed until all of LenderXxxxxx’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 28,000,000.00, together with funds contributed of $38,577.74, as follows: Other Disbursements: $ 84,881.80 28,038,577.74 $84,881.80 EXTEND & MODIFY LOAN 5,014.999.99 Pay Off Loan #479195 185255756 $5,009.999.99 Pay Off Loan #406267404 $4,013,577.76 Pay Off Loan #406267222 $14,000,000.00 Wire to US Bank Amount Contributed by Xxxxxxxx: $38,577.74 Additional Funds From Borrower to pay off above loans $ (CURRENT BALANCE38,577.74 ) Note Principal: $ 84,881.80 CHARGES PAID IN CASH28,000.000.00 PAYOFF VERBIAGE. Borrower has paid Xxxxxxxx agrees that, for the purposes of documentation, the payoff for existing loans #185255756, #406267404 and #406267222 was established as of July 29, 2009. After July 29, 2009, additional interest will accrue on these loans each day until the actual payoff occurs. This interest amount, as well as any unpaid applicable fees or will pay in cash as agreed charges, shall also be added to the following charges: Prepaid Finance Charges Paid in Cash: $ 2,000.00 $2,000.00 LOAN FEE Other charges Paid in Cash: $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 $728.90 INTEREST DUE TO 8-2-07 Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERSactual payoff amounts. FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER XXXXXXXX REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDERXXXXXX. THIS AUTHORIZATION IS DATED AUGUST 2JULY 29, 20072009. BORROWER: ZXxxxxxx-AXIS CORPORATION Xxxxxx, Inc., a Delaware corporation By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXX, CEO/CFO of Z-AXIS CORPORATION Xxxxxxx X. XxXxxxxx By: /s/ Sxxxxxxxx Xxxxxxx X. XxXxxxxx, CEO of Xxxxxxx-Xxxxxx, Inc. a Delaware corporation Xxxxxxx X. Xxxx, CFO/Secretary of Xxxxxxx-Xxxxxx, Inc., a Delaware corporation LIST OF DOCUMENTS SENT Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $28,000,000.00 07-29-2009 08-12-2014 406268713 Port #115131 710 References in the boxes above are for Xxxxxx’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations. Borrower: Xxxxxxx-Xxxxxx, Inc., a Delaware corporation 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx SXXXXXXXX X. XXXXX000 Xxxxxxx Xxxxx, President of Z-AXIS CORPORATIONXX 00000 Lender: Pacific Western Bank Xxxxxxx Hills Office 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxx, XX 00000 Documents sent to Branch on (07/29/09): Business Loan Agreement Corporate Resolution Disbursement Request and Authorization Promissory Note.

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 4,814,022.34 as follows: Other DisbursementsAmount paid to Borrower directly: $ 84,881.80 $84,881.80 EXTEND & MODIFY LOAN 181,684.64 $181,684.64 Deposited to Checking Account #479195 (CURRENT BALANCE) 390013456 Amount paid on Borrower’s account: $4,632,337.70 $4,314,022.34 Payment on loan # 1089921654 $318,315.36 Payment on Loan # 1089921655 Note Principal: $ 84,881.80 $4,814,022.34 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in In Cash: $ 2,000.00 $2,000.00 LOAN FEE 10,808.78 $10,066.05 Interest on Loan #1089921654 as of 8/14/2009 $742.73 Interest on Loan #1089921655 as of 8/14/2009 Other charges Charges Paid in Cash: $ 15,610.70 1,580.00 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 1,500.00 Documentation Fee $728.90 INTEREST DUE TO 8-2-07 80.00 Delaware UCC Search Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION. $12,388.78 BORROWER AUTHORIZES LENDER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS DISBURSEMENT REQUEST AND AUTHORIZATION AND ALL OTHER DOCUMENTS RELATING TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERSDEBT. FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 214, 20072009. BORROWER: Z-AXIS CORPORATION MACC PRIVATE EQUITIES INC. By: /s/ Axxx Xxxxxx X. Xxxxxxxx AXXX XXXXXXXX, CEO/CFO of Z-AXIS CORPORATION By: /s/ Sxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx X. Xxxxx SXXXXXXXX X. XXXXXXxxxxxxx, President & CEO of ZMACC Xxxxx Xxxxxxxx, Chief Financial Officer of MACC PRIVATE EQUITIES, INC. PRIVATE EQUITIES, INC. NOTICE OF FINAL AGREEMENT Principal $4,814,022.34 Loan Date 08-AXIS CORPORATION14-2009 Maturity 03-31-2010 Loan No. 0000000000 Call / Coll 410 / 4 Account MACC PEOO Officer 755 Initials References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “* * * *” has been omitted due to text length limitations. Borrower: MACC PRIVATE EQUITIES, INC. Lender: CEDAR BANK AND TRUST COMPANY 000 0XX XX XX XXXXX 000 000 0XX XXXXXX XX XXX 000 XXXXX XXXXXX, XX 00000-0000 XXXXX XXXXXX, XX 00000

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s conditions for making the loan have been satisfied. , Please disburse the loan proceeds of $84,881.80 2,000,000.00 as follows: Undisbursed Funds: $ 994,183.00 Other Disbursements: $1,00_,817.00 Renewal of and a $_00,000.00 increase to Loan #3892414-31_. Current outstanding balance of $1,00_,817.00 $ 84,881.80 $84,881.80 EXTEND & MODIFY LOAN #479195 (CURRENT BALANCE) 1,00_,817.00 Note Principal: $ 84,881.80 2,000,000.00 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 2,000.00 $2,000.00 LOAN FEE 0.00 Other charges Charges Paid in Cash: $2,500.00 Loan Fee for increase to Line of Credit $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 $728.90 INTEREST DUE TO 8-2-07 2,500.00 Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION2,500.00 DEBITING OF ACCOUNT. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERSBorrower authorizes Lender to debit from Borrower’s account number 3279435327, all of the above Charges Paid in Cash and any other closing costs associated with the Loan. FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 2MARCH 1, 20072005. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: Z-AXIS CORPORATION TRANSCEND SERVICES, INC. By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXXXxxxx X. Xxxxxx (Seal) Xxxxx X. Xxxxxx, CEO/CFO Chief Exec. Officer of Z-AXIS CORPORATION By: /s/ Sxxxxxxxx X. Xxxxx SXXXXXXXX X. XXXXXTranscend Services, President of Z-AXIS CORPORATIONInc.

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s 's conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 4,500,000.00 as follows: Other DisbursementsAMOUNT PAID TO OTHERS ON BORROWERS BEHALF: $ 84,881.80 $84,881.80 4,500,000.00 $4,500,000.00 to EXTEND & MODIFY LOAN #479195 (CURRENT BALANCE) Note Principal505-7979623550-42 ------------- NOTE PRINCIPAL: $ 84,881.80 CHARGES $4,500,000.00 CHANGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in CashPREPAID FINANCE CHARGES PAID IN CASH: $ 2,000.00 $2,000.00 23,000.00 $23,000.00 LOAN FEE Other charges Paid in Cash---------- TOTAL CHARGES PAID IN CASH: $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 $728.90 INTEREST DUE TO 8-2-07 Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERS. 23,000.00 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S 'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S 'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 215, 20071995. BORROWER: ZSCIENTIFIC SOFTWARE - INTERCOMP, INC., A COLORADO CORPORATION BY: --------------------------------- RONAXX X. XXXXXXX, XXCRETARY ================================================================================ Variable Rate. Line of Credit 4 AMENDMENT TO BUSINESS LOAN AGREEMENT BUSINESS LOAN AGREEMENT dated September 10, 1994 between SCIENTIFIC SOFTWARE-AXIS INTERCOMP, INC., A COLORADO CORPORATION By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXX("Borrower") and BANK ONE, CEO/CFO of Z-AXIS CORPORATION By: /s/ Sxxxxxxxx X. Xxxxx SXXXXXXXX X. XXXXXBOULDER, President of Z-AXIS CORPORATIONN.A., now known as BANK ONE, COLORADO, N.A., ("Lender"), is herewith amended as follows:

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lenderlender’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 2,500,000.00 as follows: Other Disbursements: $ 84,881.80 $84,881.80 EXTEND & MODIFY LOAN #479195 (CURRENT BALANCE) Note Principal: $ 84,881.80 2,500,000.00 to borrower upon request $2,500,00.00 _________ $2,500,000.00 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 2,000.00 $2,000.00 LOAN FEE 0.00 Other charges Charges Paid in Cash: $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 150.00 $728.90 INTEREST DUE TO 8-2-07 150.00 Loan Fee to Enterprise Bank & Trust __________ Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERS. $150.00 FINANCIAL CONDITIONCONDTION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED PROVBIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 2FEBRUARY 13, 20072009. BORROWER: Z-AXIS CORPORATION DIGITAL ALLY, INC. By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXXXXXXXXX X. XXXX, CEO/CFO Chairman and CEO of Z-AXIS CORPORATION By: /s/ Sxxxxxxxx X. Xxxxx SXXXXXXXX X. XXXXXDIGITAL ALLY, President of Z-AXIS CORPORATIONINC.

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 20,000,000.00 as follows: Other Disbursements: $ 84,881.80 20,000,000.00 $84,881.80 EXTEND & MODIFY LOAN #479195 (CURRENT BALANCE) 19,827,859.74 Outstanding Balance $172,140.26 AVAILABLE BALANCE Note Principal: $ 84,881.80 20,000,000.00 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 2,000.00 $2,000.00 LOAN FEE 0.00 Other charges Charges Paid in Cash: $ 15,610.70 98,833.64 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 20.50 FILING / RECORDING FEES $728.90 500.00 RENEWAL FEE $98,313.14 ACCRUED INTEREST DUE TO 8-2-07 Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERS98,833.64. FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 2SEPTEMBER 30, 20072003. BORROWER: Z-AXIS CORPORATION HUSKER AG, LLC By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXX, CEO/CFO of Z-AXIS CORPORATION (Seal) By: /s/ Sxxxxxxxx X. Xxxxx SXXXXXXXX X. (Seal) XXXX XXXXXXX, Chairman of HUSKER AG, LLC XXXX XXXXX, President Secretary of Z-AXIS CORPORATIONHUSKER AG, LLC By: (Seal) By: (Seal) XXXXX XXXXXXXXX, Vice Chairmen of HUSKER AG, LLC XXXX XXXXXXXXX, Treasurer of HUSKER AG, LLC

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s conditions for making the loan have been satisfiedsaisfied. Please disburse the loan proceeds of $84,881.80 20,000,000.00 as follows: Undisbursed Funds: $ 694,320.59 Other Disbursements: $19,305,679.41 Outstanding Balance $ 84,881.80 $84,881.80 EXTEND & MODIFY LOAN #479195 (CURRENT BALANCE) 19,305,679.41 Note Principal: $ 84,881.80 20,000,000.00 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 2,000.00 $2,000.00 LOAN FEE 0.00 Other charges Charges Paid in Cash: $20.50 FILING / RECORDING FEES $500.00 RENEWAL FEE $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 $728.90 INTEREST DUE TO 8-2-07 520.50 Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERS. 520.50 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 2JUNE 23, 20072003. BORROWER: Z-AXIS CORPORATION HUSKER AG, LLC By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXX, CEO/CFO of Z-AXIS CORPORATION (Seal) By: /s/ Sxxxxxxxx X. Xxxxx SXXXXXXXX X. (Seal) XXXX XXXXXXX, Chairman of HUSKER AG, LLC XXXX XXXXX, President Secretary of ZHUSKER AG, LLC By: (Seal) By: (Seal) XXXX XXXXXXX, Treasurer of HUSKER AG, LLC XXXXX XXXXXXXXX, Vice Chairman of HUSKER AG, LLC LIMITED LIABILITY COMPANY RESOLUTION TO BORROW / GRANT COLLATERAL / SUBORDINATE DEBT Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials $20,000,000.00 12-AXIS CORPORATION19-2001 09-30-2003 53455 47/400 119284 JB References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “* * *” has been omitted due to text length limitations. Borrower: HUSKER AG, LLC (TIN: 00-0000000) LENDER: XXXXXXX BANK NATIONAL ASSOCIATION XX XXX 00 0000 XX 0XX XX XXXXXXXXX, XX 00000 XX XXX 0000 XX XXXXX, XX 00000 I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT: THE COMPANY’S EXISTENCE. The complete and correct name of the Company is HUSKER AG, LLC (“Company”). The Company is a limited liability company which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Nebraska. The Company is duly authorized to transact business in all other states in which the Company is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which the Company is doing business. Specifically, the Company is, and at all times shall be, duly qualified as a foreign limited liability company in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. The Company has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. The Company maintains an office at XX XXX 00, XXXXXXXXX, XX 00000. Unless the Company has designated otherwise in writing, the principal office is the office at which the Company keeps its books and records. The Company will notify Lender prior to any change in the location of the Company’s state of organization or any change in the Company’s name. The Company shall do all things necessary to preserve and to keep in full fore and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to the Company and the Company’s business activities.

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s 's conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 750,000.00 as follows: Other DisbursementsUNDISBURSED FUNDS: $ 84,881.80 $84,881.80 104,187.61 AMOUNT PAID ON BORROWER'S ACCOUNT: $645,812.39 $645,812.39 Payment on Loan #EXTEND & MODIFY LOAN #479195 (CURRENT BALANCE) Note Principal4000928 ----------- NOTE PRINCIPAL: $ 84,881.80 $750,000.00 =========== CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in CashPREPAID FINANCE CHARGES PAID IN CASH: $ 2,000.00 $2,000.00 LOAN FEE Other charges Paid in Cash0.00 OTHER CHARGES PAID IN CASH: $ 15,610.70 6,567.66 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 $728.90 6,567.66 INTEREST DUE TO 8-2-07 Total Charges Paid in Cash1-97 ----------- TOTAL CHARGES PAID IN CASH: $ 17,610.70 AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERS. 6,567.66 =========== FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S 'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S 'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 2JANUARY 28, 20071997. BORROWER: Z-AXIS OPTIMUMCARE CORPORATION By: By /s/ Axxx Xxxxxxxx AXXX XXXXXXXXEDWAXX X. XXXXXXX ----------------------------------------- EDWAXX X. XXXXXXX, CEO/CFO of Z-AXIS CORPORATION By: /s/ Sxxxxxxxx X. Xxxxx SXXXXXXXX X. XXXXX, President of Z-AXIS CORPORATIONXXESIDENT

Disbursement Instructions. Borrower Xxxxxxxx understands that no loan proceeds will be disbursed until all of LenderXxxxxx’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 4,750,000.00 as follows: Other DisbursementsUndisbursed Funds: $ 84,881.80 $84,881.80 EXTEND & MODIFY LOAN #479195 (CURRENT BALANCE) 4,750,000.00 Note Principal: $ 84,881.80 4,750,000.00 CHARGES PAID IN CASH. Borrower Xxxxxxxx has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 2,000.00 2,775.00 $2,000.00 LOAN FEE Other charges Paid in Cash: $ 15,610.70 400.00 Documentation Fee (Cathay Bank) $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 $728.90 INTEREST DUE TO 8-2-07 2,375.00 Loan Fee (Cathay Bank) Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION2,775.00 METHOD OF PAYMENT OF FEES AND CHARGES. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERS[ ] By Check [ ü ] By Debit to Checking Account Number . FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER XXXXXXXX REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDERXXXXXX. THIS AUTHORIZATION IS DATED AUGUST 2DECEMBER 22, 20072011. BORROWER: Z-AXIS LAEC ENTERPRISE CORPORATION By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXX, CEO/CFO /s/ Authorized Signer for LAEC Enterprise Corporation COMMERCIAL PLEDGE AGREEMENT Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $4,750,000.00 12-22-2011 11-21-2012 129200052 57 JHO /s/ References in the boxes above are for Xxxxxx’s use only and do not limit the applicability of Zthis document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations. Grantor: LAEC Enterprise Corporation Lender: CATHAY BANK, a California Banking Corp. 0000-AXIS CORPORATION By: /s/ Sxxxxxxxx X. X Xxxxx SXXXXXXXX X. XXXXXXxxxxx HIGH TECHNOLOGY DIVISION Santa Clara, President of Z-AXIS CORPORATIONCA 95051 00000 XXXXXXX XXXXX XXXX., #000 CUPERTINO, CA 95014 THIS COMMERCIAL PLEDGE AGREEMENT dated December 22, 2011, is made and executed between LAEC Enterprise Corporation (“Grantor”) and CATHAY BANK, a California Banking Corp. (“Lender”).

Disbursement Instructions. Borrower Xxxxxxxx understands that no loan proceeds will be disbursed until all of LenderXxxxxx’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 479,984.97 as follows: Other Disbursements: $ 84,881.80 479,984.97 $84,881.80 EXTEND & MODIFY LOAN #479195 (479,984.97 CURRENT BALANCE) BALANCE AFTER $150,000.00 PRINCIPAL PAYDOWN Note Principal: $ 84,881.80 479,984.97 CHARGES PAID IN CASH. Borrower Xxxxxxxx has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 2,000.00 $2,000.00 LOAN FEE 0.00 Other charges Paid in Cash: $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 $728.90 INTEREST DUE TO 8-2-07 Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE 154,919.90 $1,000.00 LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERS. FEE $3,919.90 INTEREST DUE MARCH 3, 2010 $150,000.00 PRINCIPAL PAYDOWN Total Charges Paid in Cash $ 154,919.90 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER XXXXXX REPRESENTS AND WARRANTS TO THE LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 2MARCH 3, 2007. 2010 BORROWER: Z-AXIS CORPORATION ICOP DIGITAL, INC By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXXXxxxx X. Xxxx XXXXX X. XXXX, CEOChairman & CEO of ICOP DIGITAL, INC Loan No: 9245710 CHANGE IN TERMS AGREEMENT (Continued) Page 2 DESCRIPTION OF EXISTING INDEBTEDNESS. PROMISSORY NOTE DATED MARCH 3, 2008 IN THE AMOUNT OF $780,000.00 TOGETHER WITH ANY AND ALL RENEWALS/CFO MODIFICATIONS THEREOF (“NOTE”). DESCRIPTION OF CHANGE IN TERMS. EXTEND THE MATURITY DATE FROM MARCH 3, 2010 TO MARCH 3, 2011; DECREASE CURRENT PRINCIPAL BALANCE FROM $629,985.97 TO $479,984.97. PROMISE TO PAY. ICOP DIGITAL, INC (“Borrower”) promises to pay to Bank of Z-AXIS CORPORATION By: /s/ Sxxxxxxxx X. Xxxxx SXXXXXXXX X. XXXXXBlue Valley (“lender”), President or order, in lawful money of Z-AXIS CORPORATIONthe United States of America, the principal amount of Four Hundred Seventy~nine Thousand Nine Hundred Eighty~four & 97/100 Dollars ($479,984.97), together with interest on the unpaid principal balance from March 3, 2010, calculated as described in the “INTEREST CALCULATION METHOD” paragraph using an interest rate of 8.000% per annum based on a year of 360 days, until paid in full. The interest rate may change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.

Disbursement Instructions. Borrower understands that no loan proceeds will be disbursed until all of Lender’s 's conditions for making the loan have been satisfied. Please disburse the loan proceeds of $84,881.80 5,000,000.00 as follows: Other DisbursementsUNDISBURSED FUNDS: $4,550,000.00 OTHER DISBURSEMENTS: $ 84,881.80 450,000.00 $84,881.80 EXTEND & MODIFY LOAN #479195 (CURRENT BALANCE) Note Principal450,000.00 Previously Disbursed ------------- NOTE PRINCIPAL: $ 84,881.80 $5,000,000.00 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Prepaid Finance PREPAID FINANCE CHARGES PAID IN CASH: $ 25,000.00 $25,000.00 Loan Origination Fee ------------- TOTAL CHARGES PAID IN CASH: $ 25,000.00 DEBITING OF ACCOUNT. Borrower authorizes Lender to debit from Borrower's account number 4795118915, all of the above Charges Paid in Cash: $ 2,000.00 $2,000.00 LOAN FEE Other charges Paid in Cash: $ 15,610.70 $14,881.80 PRINCIPAL PAYDOWN AS OF 8-10-07 $728.90 INTEREST DUE TO 8-2-07 Total Charges Paid in Cash: $ 17,610.70 AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERSCash and any other closing costs associated with the Loan. FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S 'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S 'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 222, 20072002. BORROWER: Z-AXIS CORPORATION COLLEGIATE PACIFIC, INC. By: /s/ Axxx Xxxxxxxx AXXX XXXXXXXXMICHAEL J. BLUMENFELD -------------------------------------------------- Xxxxxxx X. Blumenfeld, CEO/CFO Chief Executive Officer of ZCollegiate Pacxxxx, Xxx. ================================================================================ [BANK OF AMERICA LOGO] NOTICE OF FINAL AGREEMENT ================================================================================ BORROWER: COLLEGIATE PACIFIC, INC. LENDER: BANK OF AMERICA, N.A. 13950 SENLAC DRIVE, SUITE 100 CLSC-AXIS CORPORATION ByCOMMERCIAL BANKING FARMERS BRANCH, TX 75234 TX1-609-06-01 P.O. BOX 830632 XXXXXX, XX 00000-0000 ================================================================================ THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. AS USED IN THIS NOTICE, THE FOLLOWING TERMS HAVE THE FOLLOWING MEANINGS: /s/ Sxxxxxxxx X. Xxxxx SXXXXXXXX X. XXXXXLOAN. The term "Loan" means the following described loan: a non-precomputed Variable Rate Nondisclosable Revolving Line of Credit Loan to a Corporation for $5,000,000.00 due on July 15, President 2004. A margin of Z-AXIS CORPORATION0.500% is added to the index rate. Lender will tell the Borrower the current index rate upon Borrower's request.