AMENDMENT
      NO. 1 TO LOAN AND SECURITY AGREEMENT

     

    AMENDMENT
      NO. 1 TO LOAN AND SECURITY AGREEMENT dated as of October 16, 2007 (this
      "Agreement"),
      by
      and between Appalachian Oil Company, Inc., a Tennessee corporation
      ("Borrower"),
      Greystone Business Credit II, L.L.C., a Delaware limited liability company,
      as
      agent and lender ("Agent").

     

     

    RECITALS:

     

    WHEREAS,
      Borrower and Agent entered into certain financing arrangements pursuant to
      the
      Loan and Security Agreement dated as of September 17, 2007, by and between
      Borrower and Agent (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,
      Borrower has requested that Agent amend the Loan Agreement in order to provide
      further financial accommodations to Borrower and its affiliates; 

     

    WHEREAS,
      Agent 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 of the Loan Agreement is hereby amended by adding paragraph (e) as
      follows:

     

    (e) Term
      Loan C.
      Each
      Lender with a Term Loan C Commitment agrees (severally and not jointly) to
      convert a portion of Revolving Loans, on or prior to October ___, 2007, into
      an
      advance to Borrower in an amount equal to its Pro Rata Term Loan C Share of
      the
      principal amount, if any, set forth in Section 2(c) of Schedule A. Each such
      advance made by a Lender is sometimes referred to herein as a "Term
      Loan C Advance"
      and
      collectively as "Term
      Loan C."
      Each
      Term Loan C Advance will be evidenced by a term note in the form attached hereto
      as Exhibit D. After Term Loan C has been made, the Term Loan C Commitment
      automatically shall be terminated.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


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

     

    (f) Notwithstanding
      anything to the contrary contained herein, no Lender shall 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(a) of the Loan Agreement is hereby amended and
      restated as follows:

     

    Except
      as
      set forth in Section 1.4(c), principal of the Term Loans shall be repaid as
      set
      forth in Section 2(a)(ii), 2(b)(ii) and 2(c)(ii) of Schedule A or, in the case
      of Term Loan C, at such other times and in such other amounts as determined
      by
      Lender in its sole discretion.

    


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

     

    (c) Borrowers
      shall (i) prepay Term Loan C until paid in full and (ii) thereafter repay
      the Revolving Loans, in each case within 45 days after the end of each fiscal
      quarter (commencing with the fiscal quarter ending December 31, 2007), in an
      amount equal to the amount by which Excess Cash Flow exceeds $750,000 for such
      fiscal quarter. For purposes of this Section 1.4(c), "Excess Cash Flow" means,
      for any period, the remainder of (1) the sum of (A) Borrowers’ consolidated net
      income (or loss) for such period, plus
      (without
      duplication) (B) to the extent deducted in determining such net income (or
      loss), the sum of (I) the consolidated non-cash interest expense of Borrowers
      for such period, (II) non-cash income tax expense of Borrowers for such period,
      (III) depreciation, amortization and other non-cash charges or expenses of
      Borrowers for such period and (IV) extraordinary and non-recurring non-cash
      losses of Borrowers during such period, minus
      (C)
      extraordinary and non-recurring non-cash gains of Borrowers during such period,
      minus
      (2) the
      sum, without duplication, of (A) scheduled repayments of principal of the Term
      Loans made during such period, plus
      (B)
      non-financed capital expenditures made in such period and permitted under this
      Agreement.

    


    (e)  Section
      4.1 of the Loan Agreement is hereby amended by inserting "and Affiliates of
      Agent" immediately prior to "a continuing security interest in all of the
      property of Borrower."

     

    
      
         

      

      
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    (f)  Section
      4.3 of the Loan Agreement is hereby amended and restated as
      follows:

     

    Borrower
      shall, at the request of Agent, at any time and from time to time, authenticate,
      execute and deliver to Agent and/or its Affiliates 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 Agent
      and/or its Affiliates) and do such other acts and things or cause third parties
      to do such other acts and things as Agent and/or its Affiliates 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
      Agent and the Lenders and Affiliates of Agent (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 Agent and its Affiliates 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 Agent's and its Affiliates’ Liens in the Collateral
      without Borrower's signature. Borrower also hereby ratifies its authorization
      for Agent to have filed in any jurisdiction any financing statements filed
      prior
      to the date hereof.

     

    (g)  The
      first
      paragraph of Section 11.1 of the Loan Agreement is hereby amended and restated
      as follows:

     

    On
      a
      weekly basis (or more frequently if requested by Agent (a "Settlement
      Date"),
      Agent
      shall provide each Lender with a statement of the outstanding balance of the
      Loans as of the end of the Business Day immediately preceding the Settlement
      Date (the "Pre-Settlement
      Determination Date")
      and
      the current balance of the Loans funded by each Lender (whether made directly
      by
      such Lender to Borrower or constituting a settlement by such Lender of a
      previous Disproportionate Advance or Protective Advance made by Agent on behalf
      of such Lender to Borrower). If such statement discloses that such Lender's
      current balance of the Loans as of the Pre-Settlement Determination Date exceeds
      such Lender's (a) Pro Rata Revolving Share of the Revolving Loans plus (b)
      Pro
      Rata Term Loan A Share of Term Loan A plus (c) Pro Rata Term
      Loan B Share of Term Loan B plus (d) Pro Rata Term Loan C Share of
      Term Loan C, in each case outstanding as of the Pre-Settlement Determination
      Date, then Agent shall, on the Settlement Date, transfer, by wire transfer,
      the
      net amount due to such Lender in accordance with such Lender's instructions,
      and
      if such statement discloses that such Lender's current balance of the Loans
      as
      of the Pre-Settlement Determination Date is less than such Lender's (a) Pro
      Rata
      Revolving Share of the Revolving Loans, plus (b) Pro Rata Term Loan A Share
      of Term Loan A, plus (c) Pro Rata Term Loan B Share of Term
      Loan B, plus (d) Pro Rata Term Loan C Share of Term Loan C, in each case
      outstanding as of the Pre-Settlement Determination Date, then such Lender shall,
      on the Settlement Date, transfer, by wire transfer the net amount due to Agent
      in accordance with Agent's instructions. In addition, on a monthly basis, Agent
      shall pay to Lenders interest and fees as agreed between Agent and each Lender
      in a separate agreement with each such Lender.

     

    
      
         

      

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

     

    (a) No
      amendment or waiver of any provision of this Agreement or any of the Loan
      Documents, or consent to any departure by any Credit Party therefrom, shall
      in
      any event be effective unless the same shall be in writing and signed by Agent
      and Required Lenders, or if the Lenders shall not be parties thereto, by the
      parties thereto and consented to by Agent and Required Lenders, and each such
      amendment, waiver or consent shall be effective only in the specific instance
      and for the specific purpose for which given; provided,
      that no
      amendment, waiver or consent shall, unless in writing and signed by all the
      Lenders (or with respect to clauses (i), (ii), (iii) or (iv) below, all directly
      affected Lenders), do any of the following: (i) increase the Revolving Loan
      Commitment, Term Loan A Commitment, Term Loan B Commitment or Term
      Loan C Commitment of any Lender, (ii) reduce the principal of, or interest
      on, the Loans (other than as expressly permitted herein) or any fees hereunder,
      (iii) postpone any date fixed for any payment in respect of principal of,
      or interest on, the Loans or any fees hereunder, (iv) change the Adjusted
      Pro Rata Revolving Share, Pro Rata Revolving Share, Pro Rata Share, Pro Rata
      Term Loan A Share, Pro Rata Term Loan B Share or Pro Rata Term Loan C
      Share of any Lender, or any minimum requirement necessary for the Agent, Lenders
      or Required Lenders to take any action hereunder, (v) amend or waive this
      Section 12.6, or change the definition of Required Lenders, or (vii) except
      in connection with the financing, refinancing, sale or other disposition of
      any
      asset of Borrower permitted under this Agreement (or to the extent Agent's
      and
      Required Lenders' approval only is required with any such release pursuant
      to
      Section 10.11), release or subordinate any Agent's Liens on any of the
      Collateral and provided further, that no amendment, waiver or consent affecting
      the rights or duties of Agent under this Agreement or any Loan Documents shall
      in any event be effective, unless in writing and signed by Agent in addition
      to
      the Lenders required hereinabove to take such action. Notwithstanding any of
      the
      foregoing to the contrary, (A) for purposes of voting or consenting to
      matters with respect to this Agreement and the Loan Documents, a Defaulting
      Lender shall not be considered a Lender and such Defaulting Lender's Revolving
      Loan Commitment, Term Loan A Commitment, Term Loan B Commitment and
      Term Loan C Commitment shall each be deemed to be $0 until such Defaulting
      Lender makes the payments required in this Agreement and (B) the consent of
      Borrower shall not be required for any amendment, modification or waiver of
      the
      provisions of this Section 12.6. 

     

    (i)  The
      first
      sentence of Section 12.9(d) of the Loan Agreement is hereby amended and restated
      as follows:

     

    Agent
      shall, maintain at its address referred to in Section 12.1 a copy of each
      Assignment and Acceptance delivered to and accepted by it and a register for
      the
      recordation of the names and addresses of the Lenders and the Revolving Loan
      Commitment, Term Loan A Commitment, Term Loan B Commitment, Term Loan
      C Commitment and principal amount of the Loans owing to, each Lender from time
      to time (the "Register").
      

     

    
      
         

      

      
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    (j)  The
      first
      clause of Section 12.9(f) of the Loan Agreement is hereby amended and restated
      as follows:

     

    Each
      Lender may, with prior written notice to Agent, sell participations (without
      the
      consent of Agent, Borrower or any other Lender) to one or more parties, in
      or to
      all (or a portion) of its rights and obligations under this Agreement (including
      all or a portion of its Revolving Loan Commitment, Term Loan A Commitment,
      Term Loan B Commitment, Term Loan C Commitment or the Loans owing to it);


     

    (k)  Section
      1(a) of Schedule A to the Loan Agreement is hereby amended and restated as
      follows:

     

    
      (a)
        Maximum Facility Amount: 
$20,000,000,
        minus the outstanding principal balance at such time of (i)
        Term Loan A, (ii) Term Loan B, (iii) Term Loan C and (iv) "Term Loan C" under
        that certain Loan and Security Agreement dated as of December 29, 2006 among
        Holdings, Titan PCB West, Inc., Titan PCB East, Inc., Oblio Telecom, Inc.,
        Titan
        Wireless Communications, Inc., Start Talk Inc., Pinless, Inc. and Greystone
        Business Credit II, L.L.C.

    

     

    (l)  Section
      2
      of Schedule A to the Loan Agreement is hereby amended by adding paragraph (c)
      as
      follows:

     

    (c)
      Term
      Loan C

     

    
      (i)
        Principal Amount              
        $2,000,000.00

       

      
        (ii)
          Repayment
          Schedule:             
 Term
          Loan
          C shall be repaid in consecutive equal monthly installments of no less
          than
          $42,500 (or such other amount mutually agreed between Borrower and Lender),
          payable on the fifteenth day of each calendar month commencing October,
          2007

         

      

    

    (m)  Section
      3
      of Schedule A to the Loan Agreement is hereby amended by adding clause (d)
      as
      follows:

     

    
      	
              (d)
                Term Loan C:

            	1.5%
              per annum plus the Prime Rate


    

      

    
      
         

      

      
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    (n)  Exhibit
      D
      to the Loan Agreement shall be in the form set forth in Exhibit
      A
      attached
      hereto.

     

    (o)  Schedule
      B to the Loan Agreement is hereby amended by amending and restating the
      following definitions as follows:

     

    "Commitment"
      means,
      with respect to each Lender, its Revolving Loan Commitment, Term Loan A
      Commitment, Term Loan B Commitment and Term Loan C Commitment, and, with
      respect to all the Lenders, their Revolving Loan Commitments, their Term
      Loan A Commitments, their Term Loan B Commitments and their Term Loan
      C Commitments.

     

    "Obligations"
      means
      all present and future Loans, advances, debts, liabilities, obligations,
      guaranties, covenants, duties and indebtedness at any time owing by Borrower
      to
      Agent or the Lenders, in connection with 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 Agent or Lenders 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
      (including attorney's fees) and any other sums chargeable to Borrower under
      this
      Agreement or under any other Loan Document.

     

    "Pro
      Rata Share"
      means,
      at any time, with respect to any Lender, a fraction (expressed as a percentage
      in no more than nine (9) decimal places), the numerator of which shall be the
      sum of the Revolving Loan Commitment (or if the Revolving Loan Commitment has
      then been terminated, the outstanding principal amount of the Revolving Loans
      and the Credit Accommodation Balance), the Term Loan A Commitment (or if the
      Term Loan A Commitment has then been terminated, the outstanding principal
      amount of the Term Loan A) of such Lender at such time, the Term
      Loan B Commitment (or if the Term Loan B Commitment has then been
      terminated, the outstanding principal amount of Term Loan B) of such Lender
      at such time and the Term Loan C Commitment (or if the Term Loan C Commitment
      has then been terminated, the outstanding principal amount of Term Loan C)
      of
      such Lender at such time, and the denominator of which shall be the Maximum
      Facility Amount at such time.

     

    "Term
      Loans"
      means
      collectively Term Loan A, Term Loan B and Term Loan C.

     

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

     

    "Pro
      Rata Term Loan C Share"
      means,
      at any time, with respect to any Lender, a fraction (expressed as a percentage
      in no more than nine (9) decimal places), the numerator of which shall be the
      Term Loan C Commitment (or if the Term Loan C Commitment has then been
      terminated, the outstanding principal amount of the Term Loan C) of such
      Lender at such time and the denominator of which shall be the aggregate Term
      Loan C Commitments (or if the Term Loan C Commitment has then been
      terminated, the aggregate outstanding principal amount of the Term Loan C)
      of all Lenders at such time.

     

    
      
         

      

      
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    "Term
      Loan C"
      has the
      meaning set forth in Section 1.1(e).

    


    "Term
      Loan C Advance"
      has the
      meaning set forth in Section 1.1(e).

    


    "Term
      Loan C Commitment"
      means,
      with respect to each Lender, its Term Loan C Commitment, and, with respect
      to all the Lenders, their "Term
      Loan C Commitments,"
      in each
      case as such amounts are set forth beside such Lender's name on the signature
      pages to this Agreement or in the Assignment and Acceptance pursuant to which
      such Lender became a Lender hereunder, as such amounts may be reduced or
      increased from time to time pursuant to assignments made in accordance with
      the
      provisions of Section 12.9.

    


    SECTION
      3.  COVENANTS

     

    As
      a
      condition of Agent'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.  USAD
      Guarantee.
      Contemporaneously with the execution of this Agreement, Borrower shall cause
      USA
      Detergents, Inc. ("USAD") to
      execute a Guarantee (the "USAD
      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 USAD Guarantee
      or any provision thereof shall cease to be in full force and effect, or any
      Person (including USAD) shall contest in any manner the validity, binding nature
      or enforceability of the USAD Guarantee or any such provision
      therein.

     

    3.2.  Additional
      Security Documents.
      Within
      thirty (30) days after the date of this Agreement, (a) Borrower shall enter
      into
      (i) an amendment to the Trademark Security Agreement dated as of September
      17,
      2007, between Borrower and Agent and (ii) an amendment to the Stock Pledge
      Agreement dated as of September 17, 2007, between Borrower and Agent, (b)
      Borrower shall cause its wholly owned subsidiary APPCO-KY, Inc., a Tennessee
      corporation ("APPCO"),
      to
      enter into an amendment to the Security Agreement dated as of September 17,
      2007, between APPCO and Agent, (c) Borrower shall, and shall cause APPCO to,
      enter into an agency agreement among Agent, GBC Funding, LLC, Borrower, APPCO,
      and certain of their affiliates, and (d) Borrower shall cause its parent company
      Titan Global Holdings, Inc., a Utah corporation ("Titan
      Holdings"),
      to
      enter into an amendment to the Stock Pledge Agreement dated as of September
      17,
      2007, between Titan Holdings and Agent, in each case in form and substance
      satisfactory to Agent.

     

    
      
         

      

      
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    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 Agent
      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 Agent 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 THIS AGREEMENT

     

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

     

    (a)  Agent
      shall have received (i) an original of this Agreement, duly authorized, executed
      and delivered by Borrower, (ii) an original USAD Guarantee duly authorized,
      executed and delivered by USAD, (iii) an original of the term note in the form
      attached hereto as Exhibit
      C
      (the
      "Term
      Loan C Note"),
      duly
      authorized, executed and delivered by Borrower, and (iv) 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 Agent;

     

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

     

    (d)  Agent
      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
      Term Loan C 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.

     

    
      
         

      

      
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    6.2.  Agreement
      as a Loan Document.
      Borrower and Agent 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 Agent , on demand by Agent
      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 Agent
      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 Agent or any participant of Agent 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
      Agent or any closing shall affect the representations and warranties or the
      right of Agent to rely upon them.

     

    6.7.  Release.

     

    (a)  In
      consideration of the agreements of Agent 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 Agent, and its successors and assigns,
      and its present and former shareholders, affiliates, subsidiaries, divisions,
      predecessors, directors, officers, attorneys, employees, agents and other
      representatives (Agent 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 Agent 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.

     

    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 AGENT 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 AGENT 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 AGENT.
      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.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    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 AGENT 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]

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    


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

     

    
      	 	 	 
	 	
              APPALACHIAN
                OIL COMPANY, INC., as Borrower

            
	 
 	 
 	 
 
	
            	By 	/s/ Bryan
              Chance
	 	
              
Name
Bryan
              Chance
	 	Title
              President


    

     

    
      	 	 	 
	 	GREYSTONE BUSINESS CREDIT II,
              L.L.C.,
              as Agent
	 
 	 
 	 
 
	
            	By  	/s/ 
	 	
              
                
Name
                
                


            
	 	
              Title
                
                


            
	 	 
	 	
              Term
                Loan C Commitment: $2,000,000

            


    

     

    
      Signature
        Page - Amendment No. 1 to Loan and Security Agreement

    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

    to

    AMENDMENT
      NO. 1 TO LOAN AND SECURITY AGREEMENT


    


    FORM
      OF TERM NOTE C

    


    $__________________________,
      Tennessee

     

    _____________,
      ____

     

    FOR
      VALUE
      RECEIVED, the undersigned, APPALACHIAN OIL COMPANY, INC., a Tennessee
      corporation ("Borrower"),
      hereby unconditionally promises to pay to the order of
      _____________________________ ("Lender"),
      having an address at __________________________________________, or at such
      other place as the holder of this Term Note C ("Term
      Note C")
      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
      ________________________ and __/100 Dollars ($____________). Reference is hereby
      made to the Loan and Security Agreement among Borrower, Greystone Business
      Credit II, L.L.C., as Agent, and the Lenders party thereto of even date herewith
      (as it may be amended, supplemented or modified from time to time, 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 C evidences a Term Loan C
      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 C shall be payable in full
      on the Maturity Date. Prior thereto, the Term Note C 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 rates, and
      on
      the dates, specified in the Loan Agreement. 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 8.2 of the Loan Agreement, Borrower may prepay the outstanding
      principal balance hereof in whole or in part. Any partial prepayment of Term
      Loan C shall be applied to the Obligations as provided in the Loan
      Agreement.

     

    Payments
      received by Lender from Borrower on this Term Note C 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 C 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 C 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 C, which shall continue in
      full force and effect. Whenever in this Term Note C reference is made to
      Agent, Lender(s) or Borrower, such reference shall be deemed to include, as
      applicable, a reference to their respective successors and permitted assigns.
      The provisions of this Term Note C shall be binding upon Borrower and its
      successors and assigns, and shall inure to the benefit of Lender and its
      successors and permitted assigns.

    
      	 	 	 
	 	APPALACHIAN OIL COMPANY, INC.
	 
 	 
 	 
 
	
            	By 	 
	 	
              

            
	 	
              Its
                
                

              

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    
 

    EXHIBIT
      B

    to

    AMENDMENT
      NO. 1 TO LOAN AND SECURITY AGREEMENT

    


    


    USAD
      GUARANTEE

    


    [See
      attached]

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    EXHIBIT
      C

    to

    AMENDMENT
      NO. 1 TO LOAN AND SECURITY AGREEMENT


    


    TERM
      LOAN C NOTE

     

    
      
        	$2,000,000 	 	
                ____________,
                  Tennessee

              
	 	 	
                October
                  ___,
                  2007

              


      

    

      
      

    FOR
      VALUE
      RECEIVED, the undersigned, APPALACHIAN OIL COMPANY, INC., a Tennessee
      corporation ("Borrower"),
      hereby unconditionally promises to pay to the order of GREYSTONE BUSINESS CREDIT
      II, L.L.C. ("Lender"),
      having an address at 152 West 57th Street, 60th Floor, New York, New York 10019,
      or at such other place as the holder of this Term Note C ("Term
      Note C")
      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 Two Million
      and
      00/100 Dollars ($2,000,000). Reference is hereby made to the Loan and Security
      Agreement among Borrower, Greystone Business Credit II, L.L.C., as Agent, and
      the Lenders party thereto of even date herewith (as it may be amended,
      supplemented or modified from time to time, 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 C evidences a Term Loan C
      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 C shall be payable in full
      on the Maturity Date. Prior thereto, the Term Note C 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 rates, and
      on
      the dates, specified in the Loan Agreement. 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 8.2 of the Loan Agreement, Borrower may prepay the outstanding
      principal balance hereof in whole or in part. Any partial prepayment of Term
      Loan C shall be applied to the Obligations as provided in the Loan
      Agreement.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    Payments
      received by Lender from Borrower on this Term Note C 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 C 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 C 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 C, which shall continue in
      full force and effect. Whenever in this Term Note C reference is made to
      Agent, Lender(s) or Borrower, such reference shall be deemed to include, as
      applicable, a reference to their respective successors and permitted assigns.
      The provisions of this Term Note C shall be binding upon Borrower and its
      successors and assigns, and shall inure to the benefit of Lender and its
      successors and permitted assigns.

    
      	 	 	 
	 	APPALACHIAN OIL COMPANY, INC.
	 
 	 
 	 
 
	
            	By 	 
	 	
              

            
	 	
              Its