Common use of Loan and Terms of Payment Clause in Contracts

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE MILLION AND NO/100 ---------------------- ($1,000,000.00), such amount being referred to herein as an "Overadvance". --------------- 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 (1.000) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ (8.250%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- shall be due and payable on the first day of each calendar month during the term of this Agreement and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- (N/A%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing BaseCredit Limit; provided, however, that in no event the Daily Balance shall not exceed the Credit Limit, minus all Letter of Credit Obligations and all Exchange Contract Obligations. If at any time for any reason, the amount of Indebtedness owed by Borrower to Bank pursuant to this Section 2.1 and Section 2.3 of this Agreement is greater than the aggregate amount available to be obligated to make advances to Borrower drawn under this Section 2.1 whenever 2.1, Borrower shall immediately pay to Bank, in cash, the Daily Balance exceeds, at any time, either the Borrowing Base or the sum amount of ONE MILLION AND NO/100 ---------------------- ($1,000,000.00), such amount being referred to herein as an "Overadvance". ---------------excess. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a fluctuating rate of ONE AND NO/1000 (1.000) percentage points --------------- ------- per annum above interest equal to the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ seven and one half percent (8.2507.50%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Base Rate shall be made and based on the Base Rate in effect on the date of such change. The Base Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement Agreement. A late payment charge equal to five percent (5%) of each late payment may be charged on any payment not received by Bank within ten (10) calendar days after the payment due date, but acceptance of payment of this charge shall not waive any Event of Default under this Agreement. Upon the occurrence of an Event of Default hereunder, and Bank maywithout constituting a waiver of any such Event of Default, then during the continuation thereof, at its Bank’s option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest interest, on the amount thereof Daily Balance owing, at a rate equal to N/A --- three percent (N/A%3%) percentage points per month year in excess of the rate applicable immediately prior to the occurrence of the Event of Default, and such rate of interest shall fluctuate thereafter from time to time at the same time and in the same amount as any fluctuation in the rate set forth ------ of interest applicable immediately prior to any such occurrence. 2.3 Subject to the terms and conditions of this Agreement, upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank agrees to issue or cause to be issued letters of credit for the account of Borrower during the term of this Agreement in Section 2.2the aggregate outstanding face amount not to exceed (i) the Credit Limit, from minus (ii) the date incurred then outstanding Daily Balance. All letters of credit shall be, in form and for each month thereaftersubstance, until repaid acceptable to Bank in fullits sole discretion and shall be subject to the terms and conditions of Bank’s form of standard Letter of Credit Application and Agreement.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during prior to the term hereofMaturity Date, and so long as no Event of Default has occurredoccurred and is continuing, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event the Daily Balance shall not exceed the lesser of either the Credit Limit or the Borrowing Base, minus all Letter of Credit Obligations. If at any time for any reason, the amount of Indebtedness owed by Borrower to Bank pursuant to this Section 2.1 and Section 2.3 of this Agreement is greater than the aggregate amount available to be obligated to make advances to Borrower drawn under this Section 2.1 whenever 2.1, Borrower shall immediately pay to Bank, in cash, the Daily Balance exceeds, at any time, either the Borrowing Base or the sum amount of ONE MILLION AND NO/100 ---------------------- ($1,000,000.00), such amount being referred to herein as an "Overadvance". ---------------excess. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a fluctuating rate of ONE AND NO/1000 (1.000) percentage points --------------- ------- per annum above interest equal to the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3plus zero ( 0.00%) percentage points per annum above annum, or at the Raterate of interest set forth in the LIBOR Addendum to this Agreement, attached hereto and incorporated herein by this reference. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ four and one quarter (8.2504.25%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Base Rate shall be made and based on the Base Rate in effect on the date of such change. The Base Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All LOAN & SECURITY AGREEMENT (ACCOUNTS AND INVENTORY) Except as hereinbelow provided, all interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement Agreement. A late payment charge equal to five percent (5%) of each late payment may be charged on any payment not received by Bank within ten (10) calendar days after the payment due date, but acceptance of payment of this charge shall not waive any Event of Default under this Agreement. Upon the occurrence of an Event of Default hereunder, and Bank maywithout constituting a waiver of any such Event of Default, then during the continuation thereof, at its Bank's option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest interest, on the amount thereof Daily Balance owing, at a rate equal to N/A --- three percent (N/A%3%) percentage points per month year in excess of the rate applicable immediately prior to the occurrence of the Event of Default, and such rate of interest shall fluctuate thereafter from time to time at the same time and in the same amount as any fluctuation in the rate set forth ------ of interest applicable immediately prior to any such occurrence. 2.3 Subject to the terms and conditions of this Agreement, upon request of Borrower, made at any time and from time to time prior to the Maturity Date, and so long as no Event of Default has occurred and is continuing, Bank agrees to issue or cause to be issued letters of credit for the account of Borrower during the term of this Agreement in Section 2.2the aggregate outstanding face amount not to exceed (i) the lesser of the Credit Limit or the Borrowing Base, minus (ii) the then outstanding Daily Balance, provided that the Letter of Credit Obligations shall not in any case exceed Two Hundred Fifty Thousand Dollars ($250,000). All letters of credit shall be, in form and substance, acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank's form of standard Letter of Credit Application and Agreement. The obligation of Borrower to immediately reimburse Bank for drawings made under letters of credit shall be absolute, unconditional and irrevocable in accordance with the terms of this Agreement and the Letter of Credit Application and Agreement with respect to each such letter of credit. Borrower shall indemnify, defend, protect and hold Bank harmless from any loss, cost, expense, or liability, including, without limitation, reasonable attorney's fees incurred by Bank, whether in-house or outside counsel is used, arising out of or in connection with any letters of credit, other than as a result of its gross negligence or willful misconduct. 2.4 Subject to the terms and conditions of this Agreement, Bank shall make available to Borrower a term loan in the amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000 ) (the "Term Loan"), and the outstanding balance due thereunder from time to time shall at all times be included in the Indebtedness. a. The proceeds of the Term Loan shall be used solely for the repayment in full of Borrower's existing Debt owing to Wells Fargo Bank. b. The principal amount of xxx Term Loan shall be payable in sixty (60) fully amortizing payments plus interest, due and payable on the last day of each month. The interest rate, payment terms, maturity date and certain other terms of the Term Loan shall be contained in a promissory note dated the date of this Agreement, as such may be amended or replaced from time to time. c. Anything contained in the foregoing to the contrary notwithstanding, the maximum amount of the Term Loan shall not exceed eighty percent (80%) of the appraised orderly liquidation value for all Borrower's existing equipment (such value determined by the appraisal performed by Loeb Equipment & Appraisal Company, dated October 2, 2002) or other fixed assets approved by Bank purchased on or before December 31, 2002, and (90%) of the invoice amount for all Borrower's existing equipment or other fixed assets approved by Bank purchased between January 1, 2003 and the date of this Agreement. 2.5 Subject to the terms and conditions of this Agreement, Bank shall make available to Borrower a converting non-revolving loan in the amount of One Million Dollars ($1,000,000 ) (the "Non-Revolving Loan"), and the outstanding balance due thereunder from time to time shall at all times be included in the Indebtedness. a. The proceeds of Non-Revolving Loan shall be used solely for capital expenditures, including without limit the purchase of equipment or other fixed assets. b. Subject to all of the limitations, terms and conditions contained herein or in the promissory note representing the Non-Revolving Loan, Borrower may, from time to time through the date incurred and for each month thereafterterm of this Agreement, until repay its outstanding borrowings in part or in whole; provided, however, that any amount of the Non-Revolving Loan so repaid in fullmay not be reborrowed.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 ---------------------- ($1,000,000.00500,000.00), such amount being referred to herein as an "Overadvance". ---------------. 2.2 Except as hereinbelow provided, the Credit shall bear interestInterest, on the Daily Balance owing, at a rate of ONE AND NO/1000 250/1000 (1.0000.250) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). .* The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ (8.250%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement.. * See attached addendum for interest rate option 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- (N/A%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event the Daily Balance shall not exceed the lesser of either the Credit Limit or the Borrowing Base, minus all Letter of Credit Obligations. If at any time for any reason, the amount of Indebtedness owed by Borrower to Bank pursuant to this Section 2.1 of this Agreement is greater than the aggregate amount available to be obligated to make advances to Borrower drawn under this Section 2.1 whenever 2.1, Borrower shall immediately pay to Bank, in cash, the Daily Balance exceeds, at any time, either the Borrowing Base or the sum amount of ONE MILLION AND NO/100 ---------------------- ($1,000,000.00), such amount being referred to herein as an "Overadvance". ---------------excess. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a at a fluctuating rate of ONE AND NO/1000 (1.000) percentage points --------------- ------- per annum above interest equal to the Base Rate minus one half of one percent (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3-0.50%) percentage points per annum above or at the RateLIBOR Option in accordance with the LIBOR Addendum attached hereto. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ four percent (8.2504.00%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Base Rate shall be made and based on the Base Rate in effect on the date of such change. The Base Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. . a. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement Agreement. A late payment charge equal to five percent (5%) of each late payment may be charged on any payment not received by Bank within ten (10) calendar days after the payment due date, but acceptance of payment of this charge shall not waive any Event of Default under this Agreement. Upon the occurrence of an Event of Default hereunder, and Bank maywithout constituting a waiver of any such Event of Default, then during the continuation thereof, at its Bank's option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest interest, on the amount thereof Daily Balance owing, at a rate equal to N/A --- three percent (N/A%3%) percentage points per month year in excess of the rate applicable immediately prior to the occurrence of the Event of Default, and such rate of interest shall fluctuate thereafter from time to time at the same time and in the same amount as any fluctuation in the rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in fullof interest applicable immediately prior to any such occurrence.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE FIVE MILLION AND NO/100 ---------------------- ($1,000,000.005,000,000.00), such amount being referred to herein as an "Overadvanceoveradvance". ---------------. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 (1.0000.000) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ 500/1000 (8.2508.500%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance Over advance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- (N/A%) percentage Percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; *, provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base Base* or the sum of ONE MILLION AND NO/100 ---------------------- Two Million and no/100 ($1,000,000.002,000,000.00), such amount being referred to herein as an "Overadvance". ---------------*INCLUDING LETTER OF CREDIT SUB-FEATURE 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 zero 75/100** (1.0000.750) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. **SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF FOR RATE OPTION The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ Eight and 5/10 (8.2508.500%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Agreement. A late payment charge equal to 5% of each late payment may be charged on any payment not received by the Bank maywithin 10 calendar days after the payment due date, at its option, elect to treat such interest and but acceptance of payment of this charge shall not waive any and all Bank Expenses as advances Default under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the this Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- (N/A%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full. 2.4 UNUSED LINE FEE - ON THE LAST DAY EACH CALENDAR QUARTER, BORROWER SHALL PAY TO BANK A FEE OF 0.125% PER ANNUM BASED ON THE DIFFERENCE BETWEEN THE COMMITMENT AND AN AMOUNT EQUAL TO THE WEIGHTED AVERAGE TOTAL OUTSTANDING DURING THE PREVIOUS QUARTERLY PERIOD OR PORTION THEREOF.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE FOUR MILLION AND NO/100 ---------------------- ($1,000,000.004,000,000.00), such amount being referred to herein as an "Overadvance". ---------------Borrower shall be allowed to advance up to $2,000,000.00 in excess of the eligible borrowing base, provided that such amounts over formula are cash secured and are within the commitment amount. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 500/1000 (1.0000.500) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT NINE AND 250/1000 ------------------ NO/1000 (8.2509.000%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- (N/A%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE MILLION AND NO/100 ---------------------- Two Million and no/100 ($1,000,000.002,000,000.00), such amount being referred to herein as an "Overadvance". ---------------See Addendum attached hereto and made a part hereof. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 Zero 25/100 (1.0000.250) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The the Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. See Addendum attached hereto and made a part hereof. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ Eight and 75/100 (8.2508.750%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A _________ per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Agreement. A late payment charge equal to 5% of each late payment may be charged on any payment not received by the Bank maywithin 10 calendar days after the payment due date, at its option, elect to treat such interest and but acceptance of payment of this charge shall not waive any and all Bank Expenses as advances Default under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the this Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- ____________________ (N/A%_____%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 3.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that the Daily Balance shall not exceed the lesser of either the Credit Limit or the Borrowing Base, minus all Letter of Credit Obligations provided, however, that Bank, in no event shall its sole discretion, may permit advances of up to N/A Dollars ($ N/A ) regardless of the Borrowing Base. If at any time for any reason, the amount of Indebtedness owed by Borrower to Bank pursuant to this Section 3.1 and Section 3,.3 of this Agreement is greater than the aggregate amount available to be obligated to make advances to Borrower drawn under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE MILLION AND NO/100 ---------------------- 3.1 ($1,000,000.00), such amount being referred to herein as an "Overadvance". ---------------), Borrower shall immediately pay to Bank, to cash, the amount of such excess. 2.2 3.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 one-half *(1.0000.500) percentage points --------------- ------- per annum above below the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points point: per annum above the Rate. All Interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. *See LIBOR/COST OF FUNDS Addendum attached hereto and made a part hereof. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ Is Eight and 5/10 (8.2508.500%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Agreement. A late payment charge equal to 5% of each late payment may be charged on any payment not received by the Bank maywithin 10 calendar days after the payment due date, at its option, elect to treat such interest and but acceptance of payment of this charge shall not waive any and all Bank Expenses as advances Event of Default under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the this Agreement. 2.3 Without affecting Borrower's obligation 3.3 Subject to repay immediately the terms and conditions of this Agreement, Bank agrees to issue or cause to be Issued letters of credit for the account of Borrower during the term of this Agreement in the aggregate outstanding face amount not to exceed (i) the lesser of the Credit Limit or the Borrowing Base, minus (ii) the then outstanding Daily Balance, provided the Letter of Credit Obligations shall not in any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to case exceed N/A --- Dollars ($N/A%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.A). Each letter

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; providedCredit Limit minus all Letter of Credit Obligations. If at any time for any reason, however, that in no event shall the amount of Indebtedness owed by Borrower to Bank pursuant to this Section 2.1 and Section 2.3 of this Agreement is greater than the aggregate amount available to be obligated to make advances to Borrower drawn under this Section 2.1 whenever 2.1, Borrower shall immediately pay to Bank, in cash, the Daily Balance exceeds, at any time, either the Borrowing Base or the sum amount of ONE MILLION AND NO/100 ---------------------- ($1,000,000.00), such amount being referred to herein as an "Overadvance". ---------------excess. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a fluctuating rate of ONE AND NO/1000 (1.000) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rateinterest equal to SEE LlBOR ADDENDUM ATTACHED. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ five and one quarter percent (8.2505.25%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Base Rate shall be made and based on the Base Rate in effect on the date of such change. The Base Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement Agreement. A late payment charge equal to five percent (5%) of each late payment may be charged on any payment not received by Bank within ten (10) calendar days after the payment due date, but acceptance of payment of this charge shall not waive any Event of Default under this Agreement. Upon the occurrence of an Event of Default hereunder, and Bank maywithout constituting a waiver of any such Event of Default, then during the continuation thereof, at its Bank’s option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest interest, on the amount thereof Daily Balance owing, at a rate equal to N/A --- three percent (N/A%3%) percentage points per month year in excess of the rate applicable immediately prior to the occurrence of the Event of Default, and such rate of interest rate shall fluctuate thereafter from time to time at the same time and in the same amount as any fluctuation in the date of interest applicable immediately prior to any such occurrence. 2.3 Subject to the terms and conditions of this Agreement, Bank agrees to issue or cause to be issued Letters of Credit for the account of Borrower during the term of this Agreement in the aggregate outstanding face amount not to exceed (i) the Credit Limit, minus (ii) the then outstanding Daily Balance. Each Letter of Credit shall have an initial expiration date not later than twelve (12) months from its date of issuance (subject to renewals), unless such Letter of Credit is a Warranty Letter of Credit, then an expiration date not later than thirty six (36) months from its date of issuance (subject to renewals). All Letters of Credit shall be, in form and substance, acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form of standard Letter of Credit Application and Agreement. The obligation of Borrower to immediately reimburse Bank for drawings made under letters of credit shall be absolute, unconditional and irrevocable in accordance with the terms of this Agreement and the Letter of Credit Application and Agreement with respect to each such letter of credit. Borrower shall indemnify, defend, protect and hold Bank harmless from any loss, cost, expense, or liability, including, without limitation, reasonable attorney’s fees incurred by Bank, whether in-house or outside counsel is used, arising out of or in connection with any letters of credit. a. No Letter of Credit shall be issued pursuant to Section 2.3 hereof unless, as of the requested date for issuance: (1) the stated amount of the letter of credit requested, plus the stated amounts of all other outstanding letters of credit, plus the amount of all unreimbursed drawings and payments made on letters of credit, plus all advances outstanding under the Credit shall not exceed the Credit Limit; and all undrawn amounts under all such Letters of Credit shall be deemed to constitute advances for the purpose of calculating availability under the Credit; (2) the execution of the Letter of Credit Agreement with respect to the letter of credit requested will not violate the terms and conditions of any contract, agreement or other borrowing of Borrower; (3) all Letters of Credit shall be, in form and substance, acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form of standard Letter of Credit Application and Agreement; (4) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Bank from issuing the letter of credit, and no law, rule, regulation, request or directive (whether or not having the force of law) of or from any governmental authority shall prohibit or request that Bank refrain from issuing, the letter of credit requested or letters of credit generally; (5) Bank shall have received the issuance fee required in connection with the issuance of such letter of credit; and (6) all of the conditions set forth ------ in Section 2.2, from 5 are satisfied as of the date incurred of such request and shall be satisfied as of the date requested for each month thereafter, until repaid in fullissuance of such Letter of Credit.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE TWO MILLION AND NO/100 ---------------------- ($1,000,000.00$ 2,000,000.00), such amount being referred to herein as an "Overadvance". ---------------. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 500/1000 (1.0000.500) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ 500/1000 (8.2508.500%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than _N/A A_ per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to _______N/A --- A_ (_N/A%A____%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE THREE MILLION AND NO/100 ---------------------- ($1,000,000.003,000,000.00), such amount being referred to herein as an "Overadvance". ---------------. 2.2 Except as hereinbelow herein below provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 (1.0000.000) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance Revolving Loan & Security Agreement (Accounts & Inventory) owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ 500/1000 (8.2508.500%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of Of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- (N/A%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 ---------------------- ($1,000,000.002,500,000.00), such amount being referred to herein as an "Overadvance". ---------------. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 (1.000%) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT NINE AND 250/1000 ------------------ NO/1000 (8.2509.000%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- (N/A%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full. 3.1 This Agreement shall remain in full force and effect until terminated by notice, by either party. Notice of such termination shall be effectuated by mailing of a registered or certified letter not less than one hundred and twenty (120) days prior to the effective date of such termination, addressed to the other party at the address set forth herein and the termination shall be effective as of the date so fixed in such notice. Notwithstanding the foregoing, should Borrower be in default of one or more of the provisions of this Agreement, Bank may terminate this Agreement at any time without notice. Notwithstanding the foregoing, should either Bank or Borrower become insolvent or unable to meet its debts as they mature, or fail, suspend, or go out of business, the other party shall have the right to terminate this Agreement at any time without notice. On the date of termination all Obligations shall become immediately due and payable without notice or demand; no notice of termination by Borrower shall be effective until Borrower shall have paid all Obligations to Bank in full. Notwithstanding termination, until all Obligations have been fully satisfied, Bank shall retain its security interest in all existing Collateral and Collateral arising thereafter, and Borrower shall continue to perform all of its Obligations. 3.2 After termination and when Bank has received payment in full of Borrower's Obligations to Bank, Bank shall reassign to Borrower all Collateral held by Bank, and shall execute a termination of all security agreements and security interests given by Borrower to Bank, upon the execution and delivery of mutual general releases.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE MILLION AND NO/100 ---------------------- Three Million and no/100 ------------------------ ($1,000,000.003,000,000.00), such amount being referred to herein as an "Overadvance". --------------------------- 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 75/100 (1.000*.75%) percentage points --------------- ------- per annum ------ ---- above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. *SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF FOR RATE OPTION. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ Nine and 5/10 (8.2509.500 %) ------------- ----- per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, Credit --- shall be due and payable on the first day of each calendar month during the term of this Agreement and Agreement. A late payment charge equal to 5% of each late payment may be charged on any payment not received by the Bank maywithin 10 calendar days after the payment due date, at its option, elect to treat such interest and but acceptance of payment of this charge shall not waive any and all Bank Expenses as advances Default under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the this Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- (N/A%) --- percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event the Daily Balance shall not exceed the lesser of either the Credit Limit or the Borrowing Base, minus all amounts under the sublimits for Usance Letters of Credit. If at any time for any reason, the amount of Indebtedness owed by Borrower to Bank pursuant to this Section 2.1 and Section 2.3 of this Agreement is greater than the aggregate amount available to be obligated to make advances to Borrower drawn under this Section 2.1 whenever 2.1, Borrower shall immediately pay to Bank, in cash, the Daily Balance exceeds, at any time, either the Borrowing Base or the sum amount of ONE MILLION AND NO/100 ---------------------- ($1,000,000.00), such amount being referred to herein as an "Overadvance". ---------------excess. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a fluctuating rate of ONE AND NO/1000 (1.000) percentage points --------------- ------- per annum above interest equal to the Base Rate plus zero (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (30.00%) percentage points per annum above annum; or at the RateLIBOR Rate plus 2.25% on each LIBOR issued as determined in accordance with the LIBOR Addendum attached hereto. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ Six and one-half percent (8.2506.500%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Base Rate shall be made and based on the Base Rate in effect on the date of such change. The Base Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement Agreement. A late payment charge equal to five percent (5%) of each late payment may be charged on any payment not received by Bank within ten (10) calendar days after the payment due date, but acceptance of payment of this charge shall not waive any Event of Default under this Agreement. Upon the occurrence of an Event of Default hereunder, and Bank maywithout constituting a waiver of any such Event of Default, then during the continuation thereof, at its Bank’s option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest interest, on the amount thereof Daily Balance owing, at a rate equal to N/A --- three percent (N/A%3%) percentage points per month year in excess of the rate applicable immediately prior to the occurrence of the Event of Default, and such rate of interest rate set forth ------ shall fluctuate thereafter from time to time at the same time and in Section 2.2, from the same amount as any fluctuation in the date of interest applicable immediately prior to any such occurrence. 2.3 Subject to the terms and conditions of this Agreement and during the term of this Agreement, Bank agrees to issue or cause to be issued for the account of Borrower letters of credit payable at a specified time after negotiation (each a “Usance Letter of Credit” and collectively the “Usance Letters of Credit” and collectively with any other Letter of Credit issued by the Bank for the Account of Borrower the “Letters of Credit” and each individually a “Letter of Credit”), in the aggregate outstanding face amount not to exceed (i) the lesser of the Credit Limit or the Borrowing Base, minus (ii) the then outstanding advances under this Agreement, provided that the outstanding and undrawn amounts under all such Letters of Credit Obligations shall not in any case exceed Three Million Dollars ($3,000,000.00). The tenor of each Usance Letter of Credit shall not exceed ninety (90) days, and all Usance Letters of Credit shall expire on or before that day that is after the end of the term of this Agreement. All letters of credit shall be, in form and substance, acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form of standard Letter of Credit Application and Agreement. The obligation of Borrower to immediately reimburse Bank for drawings made under letters of credit shall be absolute, unconditional and irrevocable in accordance with the terms of this Agreement and the Letter of Credit Application and Agreement with respect to each such letter of credit. Borrower shall indemnify, defend, protect and hold Bank harmless from any loss, cost, expense, or liability, including, without limitation, reasonable attorney’s fees incurred by Bank, whether in-house or outside counsel is used, arising out of or in connection with any letters of credit. 2.4 Subject to the terms and for each month thereafterconditions of this Agreement and during the term of this Agreement, until repaid Borrower shall be assessed a fee on the unused portion of this facility in fullan amount equal to one-quarter of one percent (0.25%) of the daily average unused portion of the line facility which Bank shall collect from Borrower on a quarterly basis.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below., 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE FIVE MILLION AND NO/100 ---------------------- ($1,000,000.005,000,000.00), such amount being referred to herein as an "Overadvance". ---------------. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE TWO AND NO/1000 (1.0002.000%) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ 500/1000 (8.2508.500%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than _____ N/A A____ per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance Overadvances in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to ___N/A____ (N/A --- (N/A%%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE TWO MILLION AND NO/100 ---------------------- ($1,000,000.002,000,000.00), such amount -------------------------------------- being referred to herein as an "Overadvance". ---------------." OVERFORMULA IN THE AMOUNT OF $750,000.00 IS TO BE ALLOWED ABOVE THE BORROWING BASE BUT WITHIN THE LINE AMOUNT. 2.2 Except as hereinbelow herein below provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 (1.000500/1000 ( N/A %) percentage points --------------- ------- per annum ---------------- above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. REVOLVING LOAN & SECURITY AGREEMENT (ACCOUNTS & INVENTORY) The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ (8.250500/1000 ---------------------- ( 8.500 %) per annum. In the event that the Base Rate announced is, from ------------ time -------- to time hereafter changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit ---------------- shall be due and payable on the first day of each calendar month during the term of this Agreement and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- (N/A%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal up to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE MILLION AND NO/100 ---------------------- SUM Of Six Million and No/100 ($1,000,000.006,000,000), such amount being referred to herein as an "" Overadvance". ---------------. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 one and no/100 (1.000%) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ Eight and 500/1000 (8.2508.500%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- (N/A%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE MILLION AND NO/100 ---------------------- Two Million and no/100 ($1,000,000.002,000,000.00), such amount being referred to herein as an "Overadvance". ---------------. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 One (1.0001,000) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ Seven and 75/100 (8.2507.750%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter changed, adjustment in the Rate shall be made and based on the Base Rate in In effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Agreement. A late payment charge equal to 5% of each late payment may be charged on any payment not received by the Bank maywithin 10 calendar days after the payment due date, at its option, elect to treat such interest and but acceptance of payment of this charge shall not waive any and all Bank Expenses as advances Default under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the this Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- (N/A%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE MILLION AND NO/100 ---------------------- One Exhibit 10.5 LOAN & SECURITY AGREEMENT (Accounts & Inventory) Million and no/100 ($1,000,000.00), such amount being referred to herein as an "Overadvance". ---------------. 2.2 Except as hereinbelow provided, the Credit shall bear interest, interest on the Daily Balance owing, at a rate of ONE AND NO/1000 one and 750/1000 (1.0001.750%) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ Nine and no/1000 (8.2509.000%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All --------------------- interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms Terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance Overadvice in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- (( N/A%A %) percentage points per month in excess of --------------------- -------- the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interestInterest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurredoccurred and is continuing, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the lower of (i) the Borrowing Base plus any amounts outstanding under the Letter of Credit Subfeature; or (ii) the sum of ONE MILLION AND NO/100 ---------------------- Ten Million and 00/100 Dollars ($1,000,000.0010,000,000), except that such amount being may be increased to a maximum sum of Fifteen Million and 00/100 Dollars ($15,000,000), provided that any amount in excess of Ten Million and 00/100 Dollars ($10,000,000) shall be secured by cash pledged by Borrower to Bank. Any amounts in excess of the permitted amounts herein shall be referred to herein as an "Overadvance". ---------------. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 zero (1.0000) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence and during the continuance of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ seven and three quarters percent (8.2507.75%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first business day of each calendar month during the term of this Agreement and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- three (N/A%3) percentage points per month annum in excess of the first interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event the Daily Balance shall not exceed the lesser of either the Credit Limit or the Borrowing Base, minus all outstandings under the sublimit for Foreign Exchange Contracts and any obligations of Axcess Mobile, LLC, to Bank. If at any time for any reason, the amount of Indebtedness owed by Borrower to Bank pursuant to this Section 2.1 of this Agreement is greater than the aggregate amount available to be obligated to make advances to Borrower drawn under this Section 2.1 whenever including Section 2.3, Borrower shall immediately pay to Bank, in cash, the Daily Balance exceeds, at any time, either the Borrowing Base or the sum amount of ONE MILLION AND NO/100 ---------------------- ($1,000,000.00), such amount being referred to herein as an "Overadvance". ---------------excess. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a fluctuating rate of ONE AND NO/1000 (1.000) percentage points --------------- ------- per annum above interest equal to the Base Rate plus zero (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (30.00%) percentage points per annum above annum; or at the RateLIBOR Rate plus 2.25% on the first Five Hundred Thousand ($500,000) and 2.50% on each Libor issued thereafter as determined in accordance with the LIBOR Addendum attached hereto. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ Four and Three Quarters percent (8.2504.75%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Base Rate shall be made and based on the Base Rate in effect on the date of such change. The Base Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate . A late payment charge equal to N/A --- five percent (N/A%5%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.late payment may be charged on any payment not received by Bank within ten

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank Lender such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank Lender shall lend to Borrower at Borrower's request an amount equal up to the Borrowing Base; providedCredit Limit. If at any time for any reason, the amount of Indebtedness owed by Borrower to Lender pursuant to this Section 2.1 of this Agreement is greater than the aggregate amount available to be drawn under this Section 2.1, Borrower shall immediately pay to Lender, in cash, the amount of such excess. Notwithstanding anything to the contrary herein, the amount drawn under this Agreement by Borrower shall not be less than the sum of $2,000,000 at any time during the term of this Agreement without Lender's written consent. Provided, however, in the event that either Lender or ATI exercises its right to reduce the Credit Limit in no event shall Bank be obligated to make advances to Borrower accordance with section 1.6 hereof, then the amount drawn under this Section 2.1 whenever Agreement shall not be less than the Daily Balance exceeds, revised Credit Limit at any time, either time thereafter without the Borrowing Base or the sum of ONE MILLION AND NO/100 ---------------------- ($1,000,000.00), such amount being referred to herein as an "Overadvance". ---------------Lender's written agreement. 2.2 Except as hereinbelow providedprovided below, the Credit Credits shall bear interest, on the Daily Balance owing, at a fluctuating rate of ONE AND NO/1000 (1.000) percentage points --------------- ------- per annum above interest equal to the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate plus three (3%) percentage points per annum above the Rateannum. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty sixty-five (360365) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ (8.250%) per annum. In the event that the Base Rate announced is, changes from time -------- to time hereafter changedhereafter, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement Agreement. A late payment charge equal to five percent (5%) of each late payment may be charged on any payment not received by Lender within fifteen (15) calendar days after the payment due date, but acceptance of payment of this charge shall not waive any Event of Default under this Agreement. Upon the occurrence of an Event of Default hereunder, and Bank maywithout constituting a waiver of any such Event of Default, then during the continuation thereof, at its Lender's option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest interest, on the amount thereof Daily Balance owing, at a rate equal to N/A --- three percent (N/A%3%) percentage points per month year in excess of the rate applicable immediately prior to the occurrence of the Event of Default, and such rate of interest shall fluctuate thereafter from time to time at the same time and in the same amount as any fluctuation in the rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in fullof interest applicable immediately prior to any such occurrence.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 . Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event the Daily Balance shall not exceed the lesser of either the Credit Limit or the Borrowing Base, minus all Letter of Credit Obligations. If at any time for any reason, the amount of Indebtedness owed by Borrower to Bank pursuant to this Section 2.1 and Section 2.3 of this Agreement is greater than the aggregate amount available to be obligated to make advances to Borrower drawn under this Section 2.1 whenever 2.1, Borrower shall immediately pay to Bank, in cash, the Daily Balance exceeds, at any time, either the Borrowing Base or the sum amount of ONE MILLION AND NO/100 ---------------------- ($1,000,000.00), such amount being referred to herein as an "Overadvance"excess. --------------- 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a at a fluctuating rate of ONE AND NO/1000 (1.000) percentage points --------------- ------- per annum above interest equal to the Base Rate plus one quarter percentage point (.25%) per annum, or at the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a LIBOR rate plus three (3) percentage points (3.00%) per annum above annum, in accordance with the RateLIBOR Addendum to this Agreement, which is made a part hereof and incorporated herein by this reference. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ five percentage points (8.2505.00%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Base Rate shall be made and based on the Base Rate in effect on the date of such change. The Base Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement Agreement. A late payment charge equal to five percent (5%) of each late payment may be charged on any payment not received by Bank within ten (10) calendar days after the payment due date, but acceptance of payment of this charge shall not waive any Event of Default under this Agreement. Upon the occurrence of an Event of Default hereunder, and Bank maywithout constituting a waiver of any such Event of Default, then during the continuation thereof, at its Bank's option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest interest, on the amount thereof Daily Balance owing, at a rate equal to N/A --- three percent (N/A%3%) percentage points per month year in excess of the rate applicable immediately prior to the occurrence of the Event of Default, and such rate of interest shall fluctuate thereafter from time to time at the same time and in the same amount as any fluctuation in the rate set forth ------ of interest applicable immediately prior to any such occurrence. Subject to the terms and conditions of this Agreement, Bank agrees to issue or cause to be issued letters of credit for the account of Borrower during the term of this Agreement in the aggregate outstanding face amount not to exceed (i) the lesser of the Credit Limit or the Borrowing Base, minus (ii) the then outstanding Daily Balance, provided that the Letter of Credit Obligations shall not in any case exceed Nine Hundred Thousand Dollars ($900,000). All letters of credit shall be, in form and substance, acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank's form of standard Letter of Credit Application and Agreement. The obligation of Borrower to immediately reimburse Bank for drawings made under letters of credit shall be absolute, unconditional and irrevocable in accordance with the terms of this Agreement and the Letter of Credit Application and Agreement with respect to each such letter of credit. Borrower shall indemnify, defend, protect and hold Bank harmless from any loss, cost, expense, or liability, including, without limitation, reasonable attorney's fees incurred by Bank, whether in-house or outside counsel is used, arising out of or in connection with any letters of credit. Borrower hereby authorizes Bank to collect all interest, fees, costs, or expenses due under this Agreement as follows: Borrower authorizes Bank to automatically deduct from Borrower's specified deposit account with Bank, or any other account maintained by Borrower with Bank, the full amount thereof. Should there be insufficient funds in any such account to pay all such sums when due, the full amount of such deficiency shall be immediately due and payable by Borrower; provided, however, that Bank shall not be obligated to advance funds to cover any such payment. In addition, Borrower authorizes Bank at its sole option, without prior notice to Borrower, to make a revolving loan under Section 2.22.1 for any payment due or past due hereunder, including principal and interest owing on the Indebtedness, and to pay the proceeds of such revolving loan to Bank for application toward such due or past due payment. Any such amounts not collected in accordance with the forgoing instructions may be paid in cash or deducted from loan proceeds; provided, however, that Bank shall not be obligated to advance funds to cover payment of any such amounts. In addition to any other amounts due or to become due under this Agreement concurrent with the execution hereof, Borrower shall pay to Bank the following fees: In connection with the loans provided hereunder, on the date of this Agreement, and on the first day of May in each year occurring after date hereof, an annual facility fee in an amount equal to Ten Thousand Dollars ($10,000), which shall be fully earned and non-refundable on the date of payment thereof. In addition to all Bank's customary charges, commissions, fees and costs payable to Bank in connection with the letters of credit in accordance with Letter of Credit Application and Agreement, Borrower shall pay Bank a fee equal to two percentage points (2.00%) per annum, computed on the basis of a three hundred sixty (360) day year for actual days elapsed, of the aggregate amount of all outstanding standby letters of credit issued by Bank hereunder. In addition to any other amounts due, or to become due, concurrently with the execution hereof, Borrower agrees to pay to Bank a documentation fee in the amount of One Thousand Five Hundred Dollars ($1,500), together with all other costs and expenses incurred by Bank in the preparation of this Agreement, the other loan documents entered into in connection herewith, and for each month thereafterthe perfection of any security interest granted to Bank by Borrower, until repaid including, without limitation, all reasonable attorney's fees incurred by Bank, whether in-house or outside counsel is used, in fullconnection therewith.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base or the sum of ONE MILLION AND NO/100 ---------------------- Five Million and no/100 ($1,000,000.005,000,000.00), such amount being referred to herein as an "Overadvance". ---------------. 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 Zero (1.0000.000) percentage points --------------- ------- per annum above the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. The Base Rate Rent as of the date of this Agreement is EIGHT AND 250/1000 ------------------ Eight and 5/10 (8.2508.500%) per annum. In the event that the Base Rate Rent announced is, from time -------- to time hereafter changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Agreement. A late payment charge equal to 5% of each late payment may be charged on any payment not received by the Bank maywithin 10 calendar days after the payment due date, at its option, elect to treat such interest and but acceptance of payment of this charge shall not waive any and all Bank Expenses as advances Default under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the this Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- (N/A%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred and for each month thereafter, until repaid in full.

Loan and Terms of Payment. For value received, Borrower promises to pay to the order of Bank such amount, as provided for below, together with interest, as provided for below. 2.1 Upon the request of Borrower, made at any time and from time to time during the term hereof, and so long as no Event of Default has occurred, Bank shall lend to Borrower an amount equal to the Borrowing Base; provided, however, that in no event shall Bank be obligated to make advances to Borrower under this Section 2.1 whenever the Daily Balance exceeds, at any time, either the Borrowing Base Base* or the sum of ONE MILLION AND NO/100 ---------------------- Five Million and no/100** ($1,000,000.005,000,000.00), such amount being referred to herein as an "Overadvance". ---------------* including Letter of Credit sub-feature *below 2.2 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at a rate of ONE AND NO/1000 Zero 25/100** (1.0000.250%) percentage points --------------- ------- per annum above above* the Base Rate (the "Rate"). The Credit shall bear interest, from and after the occurrence of an Event of Default and without constituting a waiver of any such Event of Default, on the Daily Balance owing, at a rate three (3) percentage points per annum above the Rate. All Interest interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed. ** See Addendum A attached hereto and made a part hereof for rate options. The Base Rate as of the date of this Agreement is EIGHT AND 250/1000 ------------------ Eight (8.2508.000%) per annum. In the event that the Base Rate announced is, from time -------- to time hereafter hereafter, changed, adjustment in the Rate shall be made and based on the Base Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit until the Base Rate is adjusted again. The minimum interest payable by the Borrower under this Agreement shall in no event be less than N/A per month. All interest payable by Borrower under the Credit, --- Credit shall be due and payable on the first day of each calendar month during the term of this Agreement and Agreement. A late payment charge equal to 5% of each late payment may be charged on any payment not received by the Bank maywithin 10 calendar days after the payment due date, at its option, elect to treat such interest and but acceptance of payment of this charge shall not waive any and all Bank Expenses as advances Default under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of the this Agreement. 2.3 Without affecting Borrower's obligation to repay immediately any Overadvance in accordance with Section 2.1 hereof, all Overadvances shall bear additional interest on the amount thereof at a rate equal to N/A --- from the date (N/A%) percentage points per month in excess of the interest rate set forth ------ in Section 2.2, from the date incurred incurred and for each month thereafter, until repaid in full. ** Total accounts receivable and inventory advances will be temporarily limited to $2,500,000 until an audit is completed and results are satisfactory to Bank.