0001104659-05-055511 Sample Contracts

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 14th, 2005 • Jl Halsey Corp • Services-prepackaged software • California

This LOAN AND SECURITY AGREEMENT is entered into as of October 04, 2005, by and between COMERICA BANK (“Bank”) and COMMODORE RESOURCES (NEVADA), INC., LYRIS TECHNOLOGIES INC. and UPTILT INC. (each a “Borrower” and collectively, “Borrowers”).

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UNCONDITIONAL GUARANTY (Corporate)
Jl Halsey Corp • November 14th, 2005 • Services-prepackaged software • California

For and in consideration of the loan by COMERICA BANK (“Bank”) to COMMODORE RESOURCES (NEVADA), INC., LYRIS TECHNOLOGIES INC., and UPTILT, INC. (collectively, “Borrowers”), which loan is made pursuant to a Loan and Security Agreement between Borrowers and Bank dated as of September 30, 2005, as may be amended from time to time (the “Agreement”), and acknowledging that Bank would not enter into the Agreement without the benefit of this Guaranty, the undersigned guarantor (“Guarantor”) hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Borrowers owe to Bank and performance by Borrowers of the Agreement and any other agreements between Borrowers and Bank, as amended from time to time (collectively referred to as the “Agreements”), in strict accordance with their respective terms. All terms used without definition in this Guaranty shall have the meaning assigned to them in the Agreement.

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