0001047469-03-013462 Sample Contracts

EQUIFIN, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (the "Option Agreement")
Qualified Stock Option Agreement • April 15th, 2003 • Equifin Inc • Farm machinery & equipment • New Jersey

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR ANY SECURITIES FOR WHICH SUCH SECURITIES ARE EXERCISABLE) HAVE BEEN ACQUIRED BY THE HOLDER SOLELY FOR HIS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION OF ANY SUCH SECURITIES. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT OR AN EXEMPTION THEREFROM.

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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 15th, 2003 • Equifin Inc • Farm machinery & equipment • California

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment"), dated as of February 14, 2003, is by and between EQUINOX BUSINESS CREDIT CORP., A New Jersey corporation ("Borrower"), and FOOTHILL CAPITAL CORPORATION, a California corporation ("Lender").

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Equifin Inc • April 15th, 2003 • Farm machinery & equipment • New Jersey

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY, THAT SUCH NOTE MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

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Equifin Inc • April 15th, 2003 • Farm machinery & equipment • New Jersey

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY, THAT SUCH NOTE MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

EMPLOYMENT AGREEMENT
Agreement • April 15th, 2003 • Equifin Inc • Farm machinery & equipment • New Jersey

THIS AGREEMENT is dated as of December 20, 2001, and has been entered into between Equinox Business Credit Corp., a New Jersey corporation ("Equinox"), with its principal offices at 120 Wood Avenue South, Suite 515, Iselin, New Jersey 08830 (hereinafter, together with its subsidiaries referred to as the "Employer" or "Company"), and Allen H. Vogel, an individual with a residence located at 11 Bunker Hill Run, East Brunswick, New Jersey 08816(hereinafter called the "Employee").

WAIVER AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 15th, 2003 • Equifin Inc • Farm machinery & equipment • California

THIS WAIVER AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment"), dated as of March 31, 2003, is by and between EQUINOX BUSINESS CREDIT CORP., a New Jersey corporation ("Borrower"), and FOOTHILL CAPITAL CORPORATION, a California corporation ("Lender").

STOCK AGREEMENT
Stock Agreement • April 15th, 2003 • Equifin Inc • Farm machinery & equipment • New Jersey

THIS AGREEMENT, dated as of December , 2001, by and among Allen H. Vogel ("Employee"), and Equinox Business Credit Corp., a New Jersey corporation (the "Corporation).

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