0001144204-06-049132 Sample Contracts

REVOLVING CREDIT NOTE
Revolving Credit Note • November 20th, 2006 • Petals Decorative Accents, Inc. • Retail-catalog & mail-order houses

This Note and the Loans evidenced by it shall bear interest at the rate equal to five (5%) percent per year, on the basis of a 360-day year and actual number of days elapsed. Accrued interest shall be payable quarterly in arrears by the Borrower within ten calendar (10) days from the end of each calendar quarter.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 20th, 2006 • Petals Decorative Accents, Inc. • Retail-catalog & mail-order houses • Connecticut

THIS LOAN AND SECURITY AGREEMENT (the "Agreement") made as of the 15th day of July, 2006 by and among PETALS DECOARTIVE ACCENTS, INC., a Delaware corporation, with its principal office and place of business at 90 Grove Street, Ridgefield, CT 06877 (the "Borrower"), Southridge Partners LP, a Delaware limited partnership and Southshore Capital Fund Ltd., a Cayman Island corporation (the "Lenders"). The Borrower and the Lenders are sometimes referred to in this Agreement as (the "parties”).

REVOLVING CREDIT NOTE
Revolving Credit Note • November 20th, 2006 • Petals Decorative Accents, Inc. • Retail-catalog & mail-order houses

This Note and the Loans evidenced by it shall bear interest at the rate equal to five (5%) percent per year, on the basis of a 360-day year and actual number of days elapsed. Accrued interest shall be payable quarterly in arrears by the Borrower within ten calendar (10) days from the end of each calendar quarter.

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