AMENDMENT
      NO. 2 TO LOAN AND SECURITY AGREEMENT

     

    AMENDMENT
      NO. 2 TO LOAN AND SECURITY AGREEMENT dated as of October 16, 2007 (this
      "Agreement"),
      by
      and between USA Detergents, Inc., a Delaware corporation ("Borrower"),
      and
      GBC Funding, LLC, a Delaware limited liability company ("Lender").

     

    RECITALS:

     

    WHEREAS,
      Greystone Business Credit II, L.L.C. ("Greystone")
      and
      Borrower entered into certain financing arrangements pursuant to the Loan and
      Security Agreement dated as of December 27, 2006, by and between Greystone
      and
      Borrower (as amended hereby, and as the same may have heretofore been or may
      hereafter be further amended, modified, supplemented, extended, renewed,
      restated or replaced (the "Loan
      Agreement"));

     

    WHEREAS,
      Greystone sold, transferred and assigned to Lender all right, title and interest
      of Greystone in the Loan Agreement pursuant to the Sale Assignment dated as
      of
      March 7, 2007 executed by Greystone in favor of Lender;

     

    WHEREAS,
      Borrower and Lender entered into the Amendment, Consent and Forbearance
      Agreement dated as of July 30, 2007 (the "Forbearance
      Agreement"),
      pursuant to which Lender agreed to forbear with respect to certain Events of
      Default under the Loan Agreement and the other Loan Documents;

     

    WHEREAS,
      Borrower entered into that certain Stock Purchase Agreement dated as of July
      30,
      2007 (the "Stock
      Purchase Agreement")
      among
      Borrower, USAD Metro Holdings, LLC, Uri Evan and Titan Global Holdings, Inc.
      ("Titan
      Holdings"),
      pursuant to which Titan Holdings received an option to purchase all of the
      capital stock of Borrower (the "Option");

     

    WHEREAS,
      as of the date hereof, Titan Holdings has exercised the Option, with the effect
      that Borrower is a wholly owned subsidiary of Titan Holdings;

     

    WHEREAS,
      in connection with the exercise of the Option by Titan Holdings, Borrower has
      requested that Lender amend the Loan Agreement in order to provide further
      financial accommodations to Borrower; 

     

    WHEREAS,
      Lender is willing to amend the Loan Agreement in accordance with the terms
      set
      forth below; and

     

    NOW,
      THEREFORE, in consideration of the foregoing, and the respective agreements,
      warranties and covenants contained herein, the parties hereto agree as
      follows:

     

    SECTION
      1. DEFINITIONS

     

    1.1. Interpretation.
      All
      capitalized terms used herein (including the recitals hereto) shall have the
      respective meanings ascribed thereto in the Loan Agreement unless otherwise
      defined herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      2. AMENDMENTS
      

     

    2.1. Amendments.
      Subject
      to the satisfaction of the conditions set forth in Section 5 below, and in
      reliance on the representations and warranties, covenants and other agreements
      set forth in this Agreement, the Loan Agreement is hereby amended as
      follows:

     

    (a) Section
      1.1(b) of the Loan Agreement is hereby amended and restated as
      follows:

     

    (b) Term
      Loan.
      Make
      (i) on the date of this Agreement an advance to Borrower computed with
      respect to the value of all Eligible Equipment owned by Borrower on the date
      of
      this Agreement (the "Equipment
      Advance")
      in the
      principal amount, if any, set forth in Section 2(a)(i) of Schedule A,
      (ii) on the date of this Agreement an advance to Borrower computed with
      respect to the value of all Eligible Real Property owned by Borrower on the
      date
      of this Agreement (the "Real
      Property Advance")
      in the
      principal amount, if any, set forth in Section 2(a)(ii) of Schedule A,
      (iii) in Lender's sole and absolute discretion and upon at least fifteen
      days prior written request by Borrower, one or more advances to Borrower
      computed with respect to the value of all Capital Expenditure Equipment to
      be
      acquired with the proceeds of such advance (each, a "Capital
      Expenditure Advance")
      in a
      principal amount, if any, set forth in Section 2(a)(iii) of
      Schedule A, (iv) on or prior to July 30, 2007, advances to Borrower
      (collectively, the "Term
      Overadvance")
      in the
      aggregate principal amount set forth in Section 2(a)(iv) of Schedule A, (v)
      on
      or prior to October ___, 2007, advances to Borrower (collectively, the
      "Titan
      Overadvance")
      in the
      aggregate principal amount set forth in Section 2(a)(v) of Schedule A, and
      (vi)
      on October ___, 2007, an advance to Borrower for working capital purposes (the
      "Working
      Capital Overadvance")
      in the
      aggregate principal amount set forth in Section 2(a)(vi) of Schedule A. The
      Equipment Advance, the Real Property Advance, all Capital Expenditure Advances,
      the Term Overadvance, the Titan Overadvance and the Working Capital Overadvance
      are referred to individually as a "Term
      Loan Advance"
      and
      collectively as the "Term
      Loan."
      Each
      Term Loan Advance will be evidenced by a term note in the form attached hereto
      as Exhibit A.

     

    (b) Section
      1.1 of the Loan Agreement is hereby amended by adding paragraph (c) as
      follows:

     

    (c) Notwithstanding
      anything to the contrary contained herein, Lender shall not have any obligation
      to make any Loan under this Agreement if the making of such Loan would have
      the
      effect of creating a breach of, or causing a conflict with, any of the
      provisions of the Subordination Agreement dated as of September 17, 2007
      between YA Global Investments, L.P. and Greystone Business Credit II,
      L.L.C.

     

    (c) The
      second sentence of Section 1.4 of the Loan Agreement is hereby amended and
      restated as follows:

     

    
      
        
        

      

      
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    Principal
      of the Term Loan shall be repaid as set forth in Section 2(b) of Schedule A
      or,
      following the occurrence of an Event of Default, at such other times and in
      such
      other amounts as determined by Lender in its sole discretion.

     

    (d) Section
      3.1 of the Loan Agreement is hereby amended by inserting "and its Affiliates
      (and their assignees, whether direct or indirect)" immediately following the
      first and second uses of "Lender" therein.

     

    (e) Section
      3.3 of the Loan Agreement is hereby amended and restated in its entirety as
      follows:

     

    3.3 Preservation
      of Collateral and Perfection of Security Interest Therein.
      Borrower
      shall, at Lender's request, at any time and from time to time, authenticate,
      execute and deliver to Lender and/or its Affiliates (and/or their assignees,
      whether direct or indirect) such financing statements, documents and other
      agreements and instruments (and pay the cost of filing or recording the same
      in
      all public offices deemed necessary or desirable by Lender and/or its Affiliates
      (and/or their assignees, whether direct or indirect) and do such other acts
      and
      things or cause third parties to do such other acts and things as Lender and/or
      its Affiliates (and/or their assignees, whether direct or indirect) may deem
      necessary or desirable in its sole discretion in order to establish and maintain
      a valid, attached and perfected security interest in the Collateral in favor
      of
      Lender and its Affiliates (and their assignees, whether direct or indirect)
      (free and clear of all other liens, claims, encumbrances and rights of third
      parties whatsoever, whether voluntarily or involuntarily created, except
      Permitted Liens) to secure payment of the Obligations and to facilitate the
      collection of the Collateral. Borrower authorizes Lender and its Affiliates
      (and
      their assignees, whether direct or indirect) to file, transmit, or communicate,
      as applicable, financing statements and amendments describing the Collateral
      as
      "all personal property of debtor" or "all assets of debtor" or words of similar
      effect, in order to perfect Lender’s and its Affiliates’ (and their assignees’,
      whether direct or indirect) security interests in the Collateral without
      Borrower's signature. Borrower also hereby ratifies its authorization for Lender
      to have filed in any jurisdiction any financing statements filed prior to the
      date hereof.

     

    (f) Clause
      (iv) of Section 2(b) of Schedule A to the Loan Agreement is hereby amended
      and
      restated as follows:

     

    (iv) Term
      Overadvance:           
   The
      Term
      Overadvance shall be repaid in equal consecutive monthly installments of no
      less
      than $14,500 (or such other amount mutually agreed between Borrower and Lender)
      payable on the fifteenth day of each calendar month commencing with November
      15,
      2007, with the entire unpaid balance due and payable on the Maturity
      Date.

     

    
      
        
        

      

      
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    (g) Section
      2(a) of Schedule A to the Loan Agreement is hereby amended by adding clause
      (v)
      as follows:

     

    (v) Titan
      Overadvance:      
           $1,700,000.00

     

    (h) Section
      2(b) of Schedule A to the Loan Agreement is hereby amended by adding clause
      (v)
      as follows:

     

    (v) Titan
      Overadvance:           
    The
      Titan
      Overadvance shall be repaid in equal consecutive monthly installments of no
      less
      than $36,000 (or such other amount mutually agreed between Borrower and Lender)
      payable on the fifteenth day of each calendar month commencing with November
      15,
      2007, with the entire unpaid balance due and payable on the Maturity
      Date.

    


    (i) Section
      2(a) of Schedule A to the Loan Agreement is hereby amended by adding clause
      (vi)
      as follows:

     

    (vi) Working
      Capital Overadvance:        
 $750,000.00

    


    (j) Section
      2(b) of Schedule A to the Loan Agreement is hereby amended by adding clause
      (vi)
      as follows:

     

    (vi) Working
      Capital
      Overadvance:          The
      Working Capital Overadvance shall be repaid in equal consecutive monthly
      installments of no less than $16,000 (or such other amount mutually agreed
      between Borrower and Lender) payable on the fifteenth day of each calendar
      month
      commencing with November 15, 2007, with the entire unpaid balance due and
      payable on the Maturity Date.

     

    (k) Schedule
      B to the Loan Agreement is hereby amended by amending and restating the
      definition of "Obligations" as follows:

     

    "Obligations"
      means
      all present and future Loans, advances, debts, liabilities, obligations,
      guaranties, covenants, duties and indebtedness at any time owing by Borrower
      to
      Lender and its Affiliates (and their assignees, whether direct or indirect),
      whether evidenced by this Agreement, any other Loan Document or otherwise,
      whether arising from an extension of credit, opening of a Credit Accommodation,
      guaranty, indemnification or otherwise (including all fees, costs and other
      amounts which may be owing to issuers of Credit Accommodations and all taxes,
      duties, freight, insurance, costs and other expenses, costs or amounts payable
      in connection with Credit Accommodations or the underlying goods), whether
      direct or indirect (including those acquired by assignment and any participation
      by Lender or its Affiliates (or their assignees, whether direct or indirect)
      in
      Borrower's indebtedness owing to others), whether absolute or contingent,
      whether due or to become due, and whether arising before or after the
      commencement of a proceeding under the Bankruptcy Code or any similar statute,
      including all interest, charges, expenses, fees, attorney's fees, expert witness
      fees, audit fees, letter of credit fees, Closing Fees, Facility Fees, Servicing
      Fees, Unused Line Fees, Minimum Borrowing Fees, Success Fees, amounts owing
      under Warrants, Credit Accommodation Fees and any other sums chargeable to
      Borrower under this Agreement or under any other Loan Document.

     

    
      
        
        

      

      
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    (l) Schedule
      B to the Loan Agreement is hereby amended by adding the following definitions
      in
      alphabetical order:

     

    "Titan
      Overadvance"
      has the
      meaning set forth in Section 1.1(b).

     

    "Working
      Capital Overadvance"
      has the
      meaning set forth in Section 1.1(b).

     

    SECTION
      3. COVENANTS

     

    As
      a
      condition of Lender's agreements hereunder, the following terms and provisions
      shall apply (it being agreed that the violation by Borrower of any of the
      following provisions shall constitute an immediate Event of
      Default):

     

    3.1. Titan
      Guarantee.
      Contemporaneously with the execution of this Agreement, Borrower shall cause
      each of Titan Holdings, Titan PCB West, Inc., Titan PCB East, Inc., Oblio
      Telecom, Inc., Titan Wireless Communications, Inc., Start Talk Inc., Pinless,
      Inc. and Titan Card Services, Inc. (collectively, "Titan") to
      execute a Guarantee (the "Titan
      Guarantee")
      in the
      form attached hereto as Exhibit
      A.
      Borrower acknowledges, confirms and agrees that an Event of Default shall occur
      and be continuing hereunder and under the Loan Agreement if the Titan Guarantee
      or any provision thereof shall cease to be in full force and effect, or any
      Person (including Titan) shall contest in any manner the validity, binding
      nature or enforceability of the Titan Guarantee or any such provision
      therein.

     

    3.2. APPCO
      Guarantee.
      Contemporaneously with the execution of this Agreement, Borrower shall cause
      each of Appalachian Oil Company and APPCO-KY, Inc. (together,
      "APPCO") to
      execute a Guarantee (the "APPCO
      Guarantee")
      in the
      form attached hereto as Exhibit
      B.
      Borrower acknowledges, confirms and agrees that an Event of Default shall occur
      and be continuing hereunder and under the Loan Agreement if the APPCO Guarantee
      or any provision thereof shall cease to be in full force and effect, or any
      Person (including APPCO) shall contest in any manner the validity, binding
      nature or enforceability of the APPCO Guarantee or any such provision
      therein.

     

    3.3. Patent
      Mortgage.
      Within
      thirty (30) days after the date of this Agreement, Borrower shall, or shall
      cause Air Fresh, Inc. to, execute and deliver a patent mortgage, in form and
      substance satisfactory to Lender, with respect to Patent No. US 6,749,066 B2
      dated June 15, 2004 for a single use Liquid Detergent Container and
      Dispenser.

     

    
      
        
        

      

      
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    3.4. Additional
      Security Documents. Within
      thirty (30) days after the date of this Agreement, Borrower shall enter into
      (a)
      an amendment to the Trademark Security Agreement dated as of December 27, 2006,
      executed by Borrower in favor of Lender and (b) an agency agreement among
      Lender, Greystone, Titan Holdings and certain of its affiliates, in each case
      in
      form and substance satisfactory to Lender.

     

    SECTION
      4. REPRESENTATIONS
      AND WARRANTIES 

     

    Borrower
      hereby represents, warrants and covenants as follows:

     

    4.1. Representations
      in Loan Documents.
      Each of
      the representations and warranties made by or on behalf of Borrower to Lender
      in
      any of the Loan Documents was true and correct when made, and is true and
      correct on and as of the date of this Agreement with the same full force and
      effect as if each of such representations and warranties had been made by
      Borrower on the date hereof and in this Agreement.

     

    4.2. Binding
      Effect of Documents.
      This
      Agreement has been duly authorized, executed and delivered to Lender by
      Borrower, is enforceable in accordance with its terms and is in full force
      and
      effect.

     

    4.3. No
      Conflict.
      The
      execution, delivery and performance of this Agreement by Borrower will not
      violate any requirement of law or contractual obligation of Borrower and will
      not result in, or require, the creation or imposition of any Lien on any of
      its
      properties or revenues.

     

    SECTION
      5. CONDITIONS
      TO EFFECTIVENESS OF CERTAIN PROVISIONS OF THIS AGREEMENT

     

    The
      effectiveness of the terms and provisions of this Agreement shall be subject
      to
      the following conditions precedent:

     

    (a) Lender
      shall have received (i) an original of this Agreement, duly authorized, executed
      and delivered by Borrower, (ii) an original APPCO Guarantee duly authorized,
      executed and delivered by APPCO, (iii) an original Titan Guarantee duly
      authorized, executed and delivered by Titan, (iv) an original of the term note
      in the form attached hereto as Exhibit
      C
      (the
      "Titan
      Overadvance Note"),
      duly
      authorized, executed and delivered by Borrower, (v) an original of the term
      note
      in the form attached hereto as Exhibit
      D
      (the
      "Working
      Capital Overadvance Note"),
      duly
      authorized, executed and delivered by Borrower, and (vi) such other documents,
      agreements and instruments as may be requested by Lender, each such document,
      agreement and instrument to be in form and substance satisfactory to
      Lender;

     

    (b) All
      proceedings taken in connection with the transactions contemplated by this
      Agreement and all agreements, documents, instruments, materials and other legal
      matters incident hereto shall be satisfactory to Lender;

     

    (c) Lender
      shall have been reimbursed for all reasonable costs, fees and expenses incurred
      by Lender in connection with the preparation, execution, administration or
      enforcement of this Agreement;

     

    
      
        
        

      

      
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    (d) Lender
      shall have been paid all interest, fees and other charges accrued and owing
      through the date hereof in respect of the outstanding principal amount under
      the
      Titan Overadvance Note; and

     

    (e) No
      Event
      of Default shall be in existence as of the date hereof. 

     

    SECTION
      6. MISCELLANEOUS

     

    6.1. Effect
      of Agreement.
      Except
      as modified pursuant hereto, no other changes or modifications to the Loan
      Documents are intended or implied and, in all other respects, the Loan Documents
      hereby are ratified, restated and confirmed by all parties hereto as of the
      effective date hereof. To the extent of conflict between the terms of this
      Agreement and the other Loan Documents, the terms of this Agreement shall govern
      and control. The Loan Agreement and this Agreement shall be read and construed
      as one agreement.

     

    6.2. Agreement
      as a Loan Document.
      Borrower and Lender hereby agree that this Agreement shall constitute a "Loan
      Document" for all purposes of the Loan Agreement and the other Loan Documents,
      and any references to the Loan Documents contained in any notice, request,
      certificate or other document executed concurrently with or after the execution
      and delivery of this Agreement shall be deemed to include this Agreement unless
      the context shall otherwise specify.

     

    6.3. Costs
      and Expenses.
      Borrower
      absolutely and unconditionally agrees to pay to Lender, on demand by Lender
      at
      any time, whether or not all or any of the transactions contemplated by this
      Agreement are consummated: all fees and disbursements of any counsel to Lender
      in connection with the preparation, negotiation, execution, or delivery of
      this
      Agreement and any agreements contemplated hereby and expenses which shall at
      any
      time be incurred or sustained by Lender or any participant of Lender or any
      of
      their respective directors, officers, employees or agents as a consequence
      of or
      in any way in connection with the preparation, negotiation, execution, or
      delivery of this Agreement and any agreements contemplated hereby. 

     

    6.4. Further
      Assurances.
      At
      Borrower's expense, the parties hereto shall execute and deliver such additional
      documents and take such further action as may be necessary or desirable to
      effectuate the provisions and purposes of this Agreement.

     

    6.5. Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of each of the parties
      hereto and their respective successors and assigns.

     

    6.6. Survival
      of Representations and Warranties.
      All
      representations and warranties made in this Agreement or any other document
      furnished in connection with this Agreement shall survive the execution and
      delivery of this Agreement and the other documents, and no investigation by
      Lender or any closing shall affect the representations and warranties or the
      right of Lender to rely upon them.

     

    6.7. Release.

     

    (a) In
      consideration of the agreements of Lender contained herein and for other good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Borrower, on behalf of itself and its successors, assigns, and
      other legal representatives, hereby absolutely, unconditionally and irrevocably
      releases, remises and forever discharges Lender, and its successors and assigns,
      and its present and former shareholders, affiliates, subsidiaries, divisions,
      predecessors, directors, officers, attorneys, employees, agents and other
      representatives (Lender and all such other Persons being hereinafter referred
      to
      collectively as the "Releasees"
      and
      individually as a "Releasee"),
      of
      and from all demands, actions, causes of action, suits, covenants, contracts,
      controversies, agreements, promises, sums of money, accounts, bills, reckonings,
      damages and any and all other claims, counterclaims, defenses, rights of
      set-off, demands and liabilities whatsoever (individually, a "Claim"
      and
      collectively, "Claims")
      of
      every kind and nature, known or unknown, suspected or unsuspected, at law or
      in
      equity, which Borrower or any of its successors, assigns, or other legal
      representatives may now or hereafter own, hold, have or claim to have against
      the Releasees or any of them for, upon, or by reason of any circumstance,
      action, cause or thing whatsoever which arises at any time on or prior to the
      date of this Agreement, including, without limitation, for or on account of,
      or
      in relation to, or in any way in connection with this Agreement, the Loan
      Agreement, or any of the other Loan Documents or transactions hereunder or
      thereunder.

     

    
      
        
        

      

      
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    (b) Borrower
      understands, acknowledges and agrees that the release set forth above may be
      pleaded as a full and complete defense and may be used as a basis for an
      injunction against any action, suit or other proceeding which may be instituted,
      prosecuted or attempted in breach of the provisions of such
      release.

     

    (c) Borrower
      agrees that no fact, event, circumstance, evidence or transaction which could
      now be asserted or which may hereafter be discovered shall affect in any manner
      the final, absolute and unconditional nature of the release set forth
      above.

     

    6.8. Covenant
      Not to Sue.
      Borrower, on behalf of itself and its successors, assigns, and other legal
      representatives, hereby absolutely, unconditionally and irrevocably, covenants
      and agrees with and in favor of each Releasee that it will not sue (at law,
      in
      equity, in any regulatory proceeding or otherwise) any Releasee on the basis
      of
      any Claim released, remised and discharged by Borrower pursuant to Section
      6.7
      above. If Borrower or any of its successors, assigns or other legal
      representatives violates the foregoing covenant, Borrower, for itself and its
      successors, assigns and legal representatives, agrees to pay, in addition to
      such other damages as any Releasee may sustain as a result of such violation,
      all attorneys' fees and costs incurred by any Releasee as a result of such
      violation.

     

    6.9. Severability.
      Any
      provision of this Agreement held by a court of competent jurisdiction to be
      invalid or unenforceable shall not impair or invalidate the remainder of this
      Agreement.

     

    6.10. Reviewed
      by Attorneys.
      Borrower
      represents and warrants to Lender that it (a) understands fully the terms
      of this Agreement and the consequences of the execution and delivery of this
      Agreement, (b) has been afforded an opportunity to discuss this Agreement
      with, and have this Agreement reviewed by, such attorneys and other persons
      as
      Borrower may wish, and (c) has entered into this Agreement and executed and
      delivered all documents in connection herewith of its own free will and accord
      and without threat, duress or other coercion of any kind by any Person. The
      parties hereto acknowledge and agree that neither this Agreement nor the other
      documents executed pursuant hereto shall be construed more favorably in favor
      of
      one than the other based upon which party drafted the same, it being
      acknowledged that all parties hereto contributed substantially to the
      negotiation and preparation of this Agreement and the other documents executed
      pursuant hereto or in connection herewith.

     

    
      
        
        

      

      
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    6.11. Governing
      Law: Consent to Jurisdiction and Venue.
      EXCEPT
      AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, THIS AGREEMENT
      AND
      THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
      AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
      PRINCIPLES. BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS
      LOCATED IN NEW YORK COUNTY, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR
      AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND LENDER PERTAINING
      TO
      THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING
      OUT
      OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED,
      THAT
      NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM
      BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT
      THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
      OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LENDER.
      BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN
      ANY
      ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND BORROWER HEREBY WAIVES ANY
      OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
      VENUE OR FORUM NON CONVENIENS
      AND
      HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
      APPROPRIATE BY SUCH COURT. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND
      ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
      PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT
      THE
      ADDRESS SET FORTH IN THE LOAN AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED
      COMPLETED UPON THE EARLIER OF BORROWER'S ACTUAL RECEIPT THEREOF OR THREE (3)
      DAYS THE SAME HAS BEEN POSTED.

     

    6.12. Mutual
      Waiver of Jury Trial.
      THE
      PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
      PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT,
      OR
      OTHERWISE BETWEEN LENDER AND BORROWER ARISING OUT OF, CONNECTED WITH, RELATED
      OR
      INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH
      THIS
      AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED
      THERETO.

     

    6.13. Counterparts.
      This
      Agreement may be executed in any number of counterparts, but all of such
      counterparts shall together constitute but one and the same
      agreement.

     

    [Signature
      Page Follows]

    


     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        



    

    IN
      WITNESS WHEREOF, this Agreement is executed and delivered as of the day and
      year
      first above written.

     

    
      	 	 	 
	 	USA
              DETERGENTS, INC.
	 
 	 
 	 
 
	
            	By  	/s/
              Frank J. Orlando
	 	 	
              
 
	 	
              Name


            	  Frank J. Orlando
	 	Title	  Chief
              Executive Officer
	 	
            
	 	
            


    

     

    
      
        	 	 	 
	 	GBC
                FUNDING, LLC
	 
 	 
 	 
 
	
              	By  	/s/ 
	 	 	
                

              
	 	
                Name

              	 
	 	
                Title

              	 
	 	
              
	 	
              


      

    

     

    
      Signature
        Page - Amendment No. 2 to Loan and Security Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    to

    AMENDMENT
      NO. 2 TO LOAN AND SECURITY AGREEMENT

     

    TITAN
      GUARANTEE

    


    [See
      attached]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    to

    AMENDMENT
      NO. 2 TO LOAN AND SECURITY AGREEMENT

     

    APPCO
      GUARANTEE

    


    [See
      attached]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    to

    AMENDMENT
      NO. 2 TO LOAN AND SECURITY AGREEMENT

    


    


    TITAN
      OVERADVANCE NOTE

    

      
        	
                $1,700,000.00

              	
                New
                  York, New York

              
	 	
                October
                  ___, 2007

              


      

    

     

    FOR
      VALUE
      RECEIVED, the undersigned, USA
      Detergents, Inc.,
      a
      Delaware corporation ("Borrower"),
      hereby unconditionally promises to pay to the order of GBC Funding,
      LLC,
      a
      Delaware limited liability company having an address at 152 West 57th Street,
      60th Floor, New York, New York 10019 ("Lender"),
      at
      such place as the holder of this Term Overadvance Note ("Term
      Note")
      may
      from time to time designate in writing, in lawful money of the United States
      of
      America and in immediately available funds, the principal sum of One Million
      Seven Hundred Thousand and 00/100 Dollars ($1,700,000.00). Reference is hereby
      made to the Loan and Security Agreement between Borrower and Lender dated as
      of
      December 27, 2006 (as amended on the date hereof, and as amended, modified
      or
      otherwise supplemented, the "Loan
      Agreement")
      for a
      statement of the terms and conditions under which the loan evidenced hereby
      was
      made and is to be repaid. This Term Note evidences a Term Loan Advance described
      in the Loan Agreement. Capitalized terms used herein which are not otherwise
      specifically defined herein shall have the meanings ascribed to such terms
      in
      the Loan Agreement.

     

    The
      outstanding principal balance of this Term Note shall be payable in full on
      the
      Maturity Date. Prior thereto, the Term Note shall be repayable as set forth
      in
      the Loan Agreement.

     

    Borrower
      further promises to pay interest on the outstanding principal amount hereof
      from
      the date hereof until payment in full hereof at the per annum rate equal to
      the
      Prime Rate in effect from time to time plus one percent per annum (1.0%).
      Following the occurrence and during the continuance of an Event of Default,
      the
      entire outstanding principal balance of this Term Note shall, at Lender's
      option, bear interest until paid in full at a per annum rate equal to the
      interest rate applicable to the Term Loan from time to time in effect plus
      two
      percent per annum (2.0%). Until maturity, interest on the outstanding principal
      amount hereof shall be payable in arrears on the fifteenth day of each month,
      commencing November 15, 2007 and on the Maturity Date. After maturity, whether
      by acceleration or otherwise, accrued interest shall be payable on demand.
      Interest as aforesaid shall be charged for the actual number of days elapsed
      over a year consisting of three hundred sixty (360) days on the actual daily
      outstanding balance hereof. Changes in the interest rate provided for herein
      which are due to changes in the Prime Rate shall be effective on the date of
      the
      change in the Prime Rate.

     

    Notwithstanding
      anything to the contrary contained herein, the aggregate of all interest
      hereunder and charged or collected by Lender is not intended to exceed the
      highest rate permissible under any applicable law, but if it should, such
      interest shall automatically be reduced to the extent necessary to comply with
      applicable law and Lender will refund to Borrower any such excess interest
      received by Lender.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Subject
      to Section 7.2 of the Loan Agreement, Borrower may prepay the outstanding
      principal balance hereof in whole or in part. Any partial prepayment of the
      Term
      Loan shall be applied to the unpaid installments of the Term Loan in the inverse
      order of their maturities.

     

    Upon
      and
      after the occurrence of an Event of Default, this Term Note may, at the option
      of Lender, and without demand, notice or legal process of any kind, be declared,
      and immediately shall become, due and payable.

     

    Payments
      received by Lender from Borrower on this Term Note shall be applied to the
      Obligations as provided in the Loan Agreement.

     

    Presentment,
      demand, protest and notice of presentment, demand, nonpayment and protest are
      hereby waived by Borrower.

     

    THIS
      TERM
      NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO
      DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. If any
      provision of this Term Note or the application thereof shall be held to be
      void
      or unenforceable by any court of competent jurisdiction, such defect shall
      not
      affect the remainder of this Term Note, which shall continue in full force
      and
      effect. Whenever in this Term Note reference is made to Lender or Borrower,
      such
      reference shall be deemed to include, as applicable, a reference to their
      respective successors and assigns. The provisions of this Term Note shall be
      binding upon Borrower and its successors and assigns, and shall inure to the
      benefit of Lender and its successors and assigns.

     

    
      	 	 	 
	 	USA DETERGENTS, INC.
	 
 	 
 	 
 
	
            	By  	 
	 	
              

            
	 	Its
	 	
              
                

              

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    to

    AMENDMENT
      NO. 2 TO LOAN AND SECURITY AGREEMENT

    


    


    WORKING
      CAPITAL OVERADVANCE NOTE

    
      

        
          	
                  $750,000.00

                	
                  New
                    York, New York

                
	 	
                  October
                    ___, 2007

                


        

      

       

    

    FOR
      VALUE
      RECEIVED, the undersigned, USA
      Detergents, Inc.,
      a
      Delaware corporation ("Borrower"),
      hereby unconditionally promises to pay to the order of GBC Funding,
      LLC,
      a
      Delaware limited liability company having an address at 152 West 57th Street,
      60th Floor, New York, New York 10019 ("Lender"),
      at
      such place as the holder of this Term Overadvance Note ("Term
      Note")
      may
      from time to time designate in writing, in lawful money of the United States
      of
      America and in immediately available funds, the principal sum of Seven Hundred
      and Fifty Thousand and 00/100 Dollars ($750,000.00). Reference is hereby made
      to
      the Loan and Security Agreement between Borrower and Lender dated as of December
      27, 2006 (as amended on the date hereof, and as amended, modified or otherwise
      supplemented, the "Loan
      Agreement")
      for a
      statement of the terms and conditions under which the loan evidenced hereby
      was
      made and is to be repaid. This Term Note evidences a Term Loan Advance described
      in the Loan Agreement. Capitalized terms used herein which are not otherwise
      specifically defined herein shall have the meanings ascribed to such terms
      in
      the Loan Agreement.

     

    The
      outstanding principal balance of this Term Note shall be payable in full on
      the
      Maturity Date. Prior thereto, the Term Note shall be repayable as set forth
      in
      the Loan Agreement.

     

    Borrower
      further promises to pay interest on the outstanding principal amount hereof
      from
      the date hereof until payment in full hereof at the per annum rate equal to
      the
      Prime Rate in effect from time to time plus one percent per annum (1.0%).
      Following the occurrence and during the continuance of an Event of Default,
      the
      entire outstanding principal balance of this Term Note shall, at Lender's
      option, bear interest until paid in full at a per annum rate equal to the
      interest rate applicable to the Term Loan from time to time in effect plus
      two
      percent per annum (2.0%). Until maturity, interest on the outstanding principal
      amount hereof shall be payable in arrears on the fifteenth day of each month,
      commencing November 15, 2007 and on the Maturity Date. After maturity, whether
      by acceleration or otherwise, accrued interest shall be payable on demand.
      Interest as aforesaid shall be charged for the actual number of days elapsed
      over a year consisting of three hundred sixty (360) days on the actual daily
      outstanding balance hereof. Changes in the interest rate provided for herein
      which are due to changes in the Prime Rate shall be effective on the date of
      the
      change in the Prime Rate.

     

    Notwithstanding
      anything to the contrary contained herein, the aggregate of all interest
      hereunder and charged or collected by Lender is not intended to exceed the
      highest rate permissible under any applicable law, but if it should, such
      interest shall automatically be reduced to the extent necessary to comply with
      applicable law and Lender will refund to Borrower any such excess interest
      received by Lender.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Subject
      to Section 7.2 of the Loan Agreement, Borrower may prepay the outstanding
      principal balance hereof in whole or in part. Any partial prepayment of the
      Term
      Loan shall be applied to the unpaid installments of the Term Loan in the inverse
      order of their maturities.

     

    Upon
      and
      after the occurrence of an Event of Default, this Term Note may, at the option
      of Lender, and without demand, notice or legal process of any kind, be declared,
      and immediately shall become, due and payable.

     

    Payments
      received by Lender from Borrower on this Term Note shall be applied to the
      Obligations as provided in the Loan Agreement.

     

    Presentment,
      demand, protest and notice of presentment, demand, nonpayment and protest are
      hereby waived by Borrower.

     

    THIS
      TERM
      NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO
      DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. If any
      provision of this Term Note or the application thereof shall be held to be
      void
      or unenforceable by any court of competent jurisdiction, such defect shall
      not
      affect the remainder of this Term Note, which shall continue in full force
      and
      effect. Whenever in this Term Note reference is made to Lender or Borrower,
      such
      reference shall be deemed to include, as applicable, a reference to their
      respective successors and assigns. The provisions of this Term Note shall be
      binding upon Borrower and its successors and assigns, and shall inure to the
      benefit of Lender and its successors and assigns.

     

    
      
        	 	 	 
	 	USA DETERGENTS, INC.
	 
 	 
 	 
 
	
              	By  	 
	 	
                

              
	 	Its