EXHIBIT
      10.6

     

    

       

      


      LOAN
        AGREEMENT

       

      
        This
          Agreement dated as of January 10, 2006, is among Bank of America, N.A.
          (the
“Bank”), Radiant Logistics, Inc. (“Radiant”) and Airgroup Corporation
          (“Airgroup”) (Radiant and Airgroup are sometimes referred to collectively as the
“Borrowers” and individually as the “Borrower”). 

        


        1.    DEFINITIONS

        


        In
          addition to the terms that are defined elsewhere in this Agreement, the
          following terms have the meanings indicated for the purposes of this
          Agreement:

        


        1.1    “Borrowing
          Base”
means
          (a) 75% of the balance due on Acceptable Receivables if the Borrowers’ Funded
          Debt to EBITDA ratio (as defined herein) is less than or equal to 3.0X
          and (b)
          70% of the balance due on Acceptable Receivables if the Borrowers’ Funded Debt
          to EBITDA ratio is greater than 3.0X and less than 3.25X.

        


        After
          calculating the Borrowing Base as provided above, the Bank may deduct such
          reserves as the Bank may establish from time to time in its reasonable
          credit
          judgment, including, without limitation, reserves for rent at leased locations
          subject to statutory or contractual landlord’s liens, inventory shrinkage,
          dilution, customs charges, warehousemen’s or bailees’ charges, liabilities to
          growers of agricultural products which are entitled to lien rights under
          the
          federal Perishable Agricultural Commodities Act or any applicable state
          law, and
          the amount of estimated maximum exposure, as determined by the Bank from
          time to
          time, under any interest rate contracts which any Borrower enters into
          with the
          Bank (including interest rate swaps, caps, floors, options thereon, combinations
          thereof, or similar contracts).

        


        1.2    “Acceptable
          Receivable”
means
          an account receivable which satisfies the following requirements:

        


        
          	
                  (a)

                	
                  The
                    account has resulted from the performance of services by any
                    Borrower in
                    the ordinary course of such Borrower’s
                    business.

                


        

        


        
          	
                  (b)

                	
                  There
                    are no conditions which must be satisfied before the Borrowers
                    are
                    entitled to receive payment of the account. Accounts arising
                    from COD
                    sales, consignments or guaranteed sales are not
                    acceptable.

                


        

        


        
          	
                  (c)

                	
                  The
                    debtor upon the account does not claim any defense to payment
                    of the
                    account, whether well founded or
                    otherwise.

                


        

        


        
          	
                  (d)

                	
                  The
                    account is not the obligation of an account debtor who has asserted
                    or may
                    properly assert any counterclaims or offsets against the Borrowers
                    (including offsets for any “contra accounts” owed by the Borrowers to the
                    account debtor for goods purchased by the Borrowers or for services
                    performed for the Borrowers).

                


        

        


        
          	
                  (e)

                	
                  The
                    account represents a genuine obligation of the debtor for goods
                    sold to
                    and accepted by the debtor, or for services performed for and
                    accepted by
                    the debtor. To the extent any credit balances exist in favor
                    of the
                    debtor, such credit balances shall be deducted from the account
                    balance.

                


        

        


        
          	
                  (f)

                	
                  The
                    account balance does not include the amount of any finance or
                    service
                    charges payable by the account debtor. To the extent any finance
                    charges
                    or service charges are included, such amounts shall be deducted
                    from the
                    account balance.

                


        

        


        
          	
                  (g)

                	
                  The
                    Borrowers have sent an invoice to the debtor in the amount of
                    the
                    account.

                


        

        


        
          	
                  (h)

                	
                  The
                    Borrowers are not prohibited by the laws of the state where the
                    account
                    debtor is located from bringing an action in the courts of that
                    state to
                    enforce the debtor’s obligation to pay the account. The Borrowers have
                    taken all appropriate actions to ensure access to the courts
                    of the state
                    where the account debtor is located, including, where necessary,
                    the
                    filing of a Notice of Business Activities Report or other similar
                    filing
                    with the applicable state agency or the qualification by the
                    Borrowers as
                    a foreign corporation authorized to transact business in such
                    state.

                


        

        


        
          	
                  (i)

                	
                  The
                    account is owned by the Borrowers free of any title defects or
                    any liens
                    or interests of others except the security interest in favor
                    of the
                    Bank.

                


        

         

        
          
            
            

          

          
            -1-

            
              

            

          

          
            
            

          

        

         

        
          	
                  (j)

                	
                  The
                    debtor upon the account is not any of the
                    following:

                


        

        


        
          	 	
                  (i)

                	
                  An
                    employee, affiliate, parent or subsidiary of any Borrower, or
                    an entity
                    which has common officers or directors with any
                    Borrower.

                


        

        


        
          	 	
                  (ii)

                	
                  The
                    U.S. government or any agency or department of the U.S. government
                    unless
                    the Bank agrees in writing to accept the obligation, the Borrowers
                    comply
                    with the procedures in the Federal Assignment of Claims Act of
                    1940 (41
                    U.S.C. §15) with respect to the obligation, and the underlying contract
                    expressly provides that neither the U.S. government nor any agency
                    or
                    department thereof shall have the right of set-off against the
                    Borrowers.

                


        

        


        
          	 	
                  (iii)

                	
                  Any
                    state, county, city, town or
                    municipality.

                


        

        


        
          	 	
                  (iv)

                	
                  Any
                    person or entity located in a foreign
                    country.

                


        

        


        
          	
                  (k)

                	
                  The
                    account is not in default. An account will be considered in default
                    if any
                    of the following occur:

                


        

        


        
          	 	
                  (i)

                	
                  The
                    account is not paid within ninety (90) days from its invoice
                    date;

                


        

        


        
          	 	
                  (ii)

                	
                  The
                    debtor obligated upon the account suspends business, makes a
                    general
                    assignment for the benefit of creditors, or fails to pay its
                    debts
                    generally as they come due; or

                


        

        


        
          	 	
                  (iii)

                	
                  Any
                    petition is filed by or against the debtor obligated upon the
                    account
                    under any bankruptcy law or any other law or laws for the relief
                    of
                    debtors.

                


        

        


        
          	
                  (l)

                	
                  The
                    account is not the obligation of a debtor who is in default (as
                    defined
                    above) on 25% or more of the accounts upon which such debtor
                    is
                    obligated.

                


        

        


        
          	
                  (m)

                	
                  The
                    account does not arise from the sale of goods which remain in
                    any
                    Borrower’s possession or under the Borrower’s
                    control.

                


        

        


        
          	
                  (n)

                	
                  The
                    account is not evidenced by a promissory note or chattel paper,
                    nor is the
                    account debtor obligated to any Borrower under any other obligation
                    that
                    is evidenced by a promissory note.

                


        

        


        
          	
                  (o)

                	
                  The
                    account is otherwise acceptable to the
                    Bank.

                


        

        


        In
          addition to the foregoing limitations, the dollar amount of accounts included
          as
          Acceptable Receivables that are the obligations of a single debtor shall
          not
          exceed the concentration limit established for that debtor. To the extent
          the
          total of such accounts exceeds a debtor’s concentration limit, the amount of any
          such excess shall be excluded. The concentration limit for each debtor
          shall be
          equal to 20% of the total amount of the Borrowers’ Acceptable Receivables.


        


        1.3    “Credit
          Limit”
means
          the amount of Ten Million and 00/100 Dollars ($10,000,000.00).

        


        1.4    “Permitted
          Acquisition” means an acquisition of a company by Radiant, whether by stock
          purchase, asset purchase, stock exchange, merger, consolidation or otherwise,
          that meet the following conditions and requirements:

        


        
          	(a)	
                  No
                    default shall have occurred and be continuing, and after giving
                    effect to
                    such acquisition, no default shall have occurred and be continuing;
                    

                


        

        


        
          	(b)	
                  The
                    company that is the subject and target of such proposed acquisition
                    (the
                    “Target”) is engaged in the conduct of business in the transportation
                    and
                    logistics industry materially similar to that of Radiant;
                    

                


        

        


        
          	(c)	
                  The
                    proposed purchase price to be paid by Radiant in connection with
                    such
                    proposed acquisition shall be consistent with the business and
                    acquisition
                    historical model of Radiant; 

                


        

        


        
          	(d)	
                  Internally
                    prepared quarterly projected financial statements (including
                    balance
                    sheet, profit and loss statement, cash flow statement and availability
                    report) for a period of 12 months following the proposed closing
                    date of
                    the proposed acquisition, prepared on a consolidated basis for
                    Radiant and
                    the Target (but having a separate column for the status and performance
                    of
                    the Target, and including consolidating numbers for the end of
                    such 12
                    month period) including a demonstration of continued compliance
                    with all
                    financial covenants set forth in this Agreement during such 12
                    month
                    period (“Acquisitions Projections”) shall have been provided to the Bank
                    and are reasonably satisfactory to the
                    Bank;

                


        

         

        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        

         

        
          	(e)	
                  All
                    documents, instruments and agreements, and the terms and conditions
                    thereof, specifically including all purchase agreements, merger
                    agreements, documents relating to the creation of new subsidiaries
                    by
                    Radiant in connection with the proposed acquisition, documents,
                    certificates and other evidences showing that all approvals necessary
                    in
                    connection with such proposed acquisition as contemplated by
                    the parties
                    to the proposed acquisition and/or required by law have been
                    obtained and
                    all other documents relating to any transactions to be consummated
                    in
                    connection with such proposed acquisition (“Acquisition Documents”) shall
                    have been provided to and are consistent with the description
                    of the
                    transaction given to the Bank by Radiant and do not reflect any
                    violation
                    or reasonably likely violation of this Agreement or applicable
                    law;
                    

                


        

        


        
          	(f)	
                  The
                    number of Permitted Acquisitions consummated and closed by Radiant
                    during
                    each year following the date of this Agreement shall not exceed
                    three (3)
                    such Permitted Acquisitions and shall not exceed $7,500,000 aggregate
                    cash
                    purchase price financed by the incurrence of funded debt (excluding
                    from
                    such calculation in this clause (f) any stock only, no cash
                    transaction).

                


        

        


        
          	(g)	
                  Radiant
                    has provided a certificate that all of the conditions set forth
                    herein
                    have been met.

                


        

        


        
          	(h)	
                  Borrowers
                    shall, and after giving effect to the funding of such proposed
                    acquisition, have undrawn borrowing availability under Facility
                    No. 1 of
                    at least $2,000,000.

                


        

        


        
          	
                  (j)

                	
                  The
                    conditions precedent set forth in clauses (d) and (e) shall be
                    completed
                    at least twenty (20) business days prior to the date any such
                    proposed
                    Permitted Acquisition is to be consummated and
                    closed.

                


        

        


        
          	
                  (k)

                	
                  If
                    Radiant desires to include the accounts of the newly acquired
                    subsidiary
                    as Acceptable Receivables, the Bank shall first have completed
                    a field
                    audit and examination of such new subsidiary (“Acquisition Field Audit”),
                    the conduct of which (including the access provided to the Bank
                    to the
                    books and records, employees and locations of the Target) and
                    results of
                    which must be satisfactory to the Bank, no later than twenty
                    (20) business
                    days prior to the date on which Radiant wishes to include such
                    accounts as
                    Acceptable Receivables. 

                


        

        


        
          	
                  (l)

                	
                  The
                    newly acquired subsidiary shall become a Borrower under this
                    Agreement and
                    shall execute and deliver a security agreement to grant the Bank
                    a
                    security interest in its personal property, including without
                    limitation,
                    accounts, equipment, furniture, fixtures, inventory and general
                    intangibles. 

                


        

        


        
          	
                  (m)

                	
                  The
                    Airgroup Corporation acquisition shall be a Permitted
                    Acquisition.

                


        

        


        2.    FACILITY
          NO. 1: LINE OF CREDIT AMOUNT AND TERMS

        


        2.1    Line
          of Credit Amount.

        


        
          	
                  (a)

                	
                  During
                    the availability period described below, the Bank will provide
                    a line of
                    credit to the Borrowers. The amount of the line of credit (the
“Facility
                    No. 1 Commitment”) is equal to the lesser of (i) the Credit Limit or (ii)
                    the Borrowing Base.

                


        

        


        
          	
                  (b)

                	
                  This
                    is a revolving line of credit. During the availability period,
                    the
                    Borrowers may repay principal amounts and reborrow
                    them.

                


        

        


        
          	
                  (c)

                	
                  The
                    Borrowers agree not to permit the principal balance outstanding
                    to exceed
                    the Facility No. 1 Commitment. If the Borrowers exceed this limit,
                    the
                    Borrowers will immediately pay the excess to the Bank upon the
                    Bank’s
                    demand.

                


        

        


        2.2    Availability
          Period.
          The
          line of credit is available between the date of this Agreement and February
          1,
          2008, or such earlier date as the availability may terminate as provided
          in this
          Agreement (the “Facility No. 1 Expiration Date”).

        


        The
          availability period for this line of credit will be considered renewed
          if and
          only if the Bank has sent to the Borrowers a written notice of renewal
          effective
          as of the Facility No. 1 Expiration Date for the line of credit (the “Renewal
          Notice”). If this line of credit is renewed, it will continue to be subject to
          all the terms and conditions set forth in this Agreement except as modified
          by
          the Renewal Notice. The Borrower specifically understands and agrees that
          the
          interest rate applicable to this line of credit may be increased upon renewal
          and that the new interest rate will apply to the entire outstanding principal
          balance of the line of credit. If this line of credit is renewed, the term
          “Expiration Date” shall mean the date set forth in the Renewal Notice as the
          Expiration Date and the same process for renewal will apply to any subsequent
          renewal of this line of credit. A renewal fee may be charged at the Bank’s
          option; provided that the Bank shall not charge a fee for any renewal occurring
          before March 31, 2007. The amount of any renewal fee will be specified
          in the
          Renewal Notice. The Bank shall conduct an annual review to determine whether
          the
          Bank, in its sole discretion, shall renew this Facility No. 1.

         

        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

        

        


        2.3    Conditions
          to Availability of Credit.
          In
          addition to the items required to be delivered to the Bank under the paragraph
          entitled “Financial Information” in the “Covenants” section of this Agreement,
          the Borrowers will promptly deliver the following to the Bank at such times
          as
          may be requested by the Bank:

        


        
          	
                  (a)

                	
                  A
                    borrowing certificate, in form and detail satisfactory to the
                    Bank,
                    setting forth the Acceptable Receivables on which the requested
                    extension
                    of credit is to be based.

                


        

        


        
          	
                  (b)

                	
                  Copies
                    of the invoices or the record of invoices from each Borrower’s sales
                    journal for such Acceptable Receivables and a listing of the
                    names and
                    addresses of the debtors obligated
                    thereunder.

                


        

        


        
          	
                  (c)

                	
                  Copies
                    of the delivery receipts, purchase orders, shipping instructions,
                    bills of
                    lading and other documentation pertaining to such Acceptable
                    Receivables.

                


        

        


        
          	(d)	
                  Copies
                    of the cash receipts journal pertaining to the borrowing
                    certificate.

                


        

        


        2.4    Repayment
          Terms.

        


        
          	
                  (a)

                	
                  The
                    Borrowers will pay interest on outstanding principal beginning
                    February
                    10, 2006, for the month ending January 31, 2006, and then on
                    the same day
                    of each month thereafter until payment in full of any principal
                    outstanding under this facility. 

                


        

        


        
          	
                  (b)

                	
                  The
                    Borrowers will repay in full any principal, interest or other
                    charges
                    outstanding under this facility no later than the Facility No.
                    1
                    Expiration Date. Any interest period for an optional interest
                    rate (as
                    described below) shall expire no later than the Facility No.
                    1 Expiration
                    Date. 

                


        

        


        2.5    Interest
          Rate.

        


        
          	
                  (a)

                	
                  The
                    interest rate is a rate per year equal to the Bank’s Prime Rate plus the
                    Applicable Margin as defined below.

                


        

        


        
          	
                  (b)

                	
                  The
                    Prime Rate is the rate of interest publicly announced from time
                    to time by
                    the Bank as its Prime Rate. The Prime Rate is set by the Bank
                    based on
                    various factors, including the Bank’s costs and desired return, general
                    economic conditions and other factors, and is used as a reference
                    point
                    for pricing some loans. The Bank may price loans to its customers
                    at,
                    above, or below the Prime Rate. Any change in the Prime Rate
                    shall take
                    effect at the opening of business on the day specified in the
                    public
                    announcement of a change in the Bank’s Prime
                    Rate.

                


        

        


        2.6    Optional
          Interest Rates.
          Instead
          of the interest rate based on the rate stated in the paragraph entitled
          “Interest Rate” above, the Borrowers may elect the optional interest rates
          listed below for this Facility No. 1 during interest periods agreed to
          by the
          Bank and the Borrowers. The optional interest rates shall be subject to
          the
          terms and conditions described later in this Agreement. Any principal amount
          bearing interest at an optional rate under this Agreement is referred to
          as a
“Portion.” The following optional interest rates are available:

        


        
          	
                  (a)

                	
                  The
                    LIBOR Rate plus the Applicable Margin as defined
                    below.

                


        

        


        2.7    Applicable
          Margin.
          The
          Applicable Margin shall be the following amounts per annum, based upon
          the
          Funded Debt to EBITDA Ratio (as defined in the “Covenants” section of this
          Agreement), as set forth in the most recent compliance certificate (or,
          if no
          compliance certificate is required, the Borrowers’ most recent financial
          statements) received by the Bank as required in the Covenants section;
          provided,
          however, that, until the Bank receives the first compliance certificate
          or
          financial statement, such amounts shall be those indicated for pricing
          level
4
          set
          forth below:

        

          
            	
                    Applicable
                      Margin

                    (in
                      percentage points per annum)

                  
	
                    Pricing
                      Level

                  	
                    Funded
                      Debt to EBITDA Ratio

                  	
                    Banks
                      Prime

                  	
                    LIBOR

                  
	
                    1

                  	
                    ≥3.00:1,
                      but ≤3.25:1

                  	
                    minus
                      -0.15

                  	
                    LIBOR
                      rate plus 2.25

                  
	
                    2

                  	
                    ≥2.50:1,<
                      3.00:1

                  	
                    minus
                      -0.5

                  	
                    LIBOR
                      rate plus 1.95

                  
	
                    3

                  	
                    ≥1.50:1,
                      but < 2.50:1

                  	
                    minus
                      -0.75

                  	
                    LIBOR
                      rate plus 1.75

                  
	
                    4

                  	
                    Below
                      1.50:1

                  	
                    minus
                      -1

                  	
                    LIBOR
                      rate plus 1.55

                  


          

        

         

        
          
            
            

          

          
            -4-

            
              

            

          

          
            
            

          

        

         

        The
          Applicable Margin shall be in effect from the date the most recent compliance
          certificate or financial statement is received by the Bank until the date
          the
          next compliance certificate or financial statement is received; provided,
          however, that if the Borrowers fail to timely deliver the next compliance
          certificate or financial statement, the Applicable Margin from the date
          such
          compliance certificate or financial statement was due until the date such
          compliance certificate or financial statement is received by the Bank shall
          be
          the highest pricing level set forth above.

        


        2.8    Letters
          of Credit.

        


        
          	
                  (a)

                	
                  During
                    the availability period, at the request of the Borrowers, the
                    Bank will
                    issue:

                


        

        


        
          	 	
                  (i)

                	
                  standby
                    letters of credit with a maximum maturity of three hundred sixty-five
                    (365) days but not to extend more than ninety (90) days beyond
                    the
                    Facility No. 1 Expiration Date. The standby letters of credit
                    may include
                    a provision providing that the maturity date will be automatically
                    extended each year for an additional year unless the Bank gives
                    written
                    notice to the contrary. 

                


        

        


        
          	
                  (b)

                	
                  The
                    amount of the letters of credit outstanding at any one time (including
                    the
                    drawn and unreimbursed amounts of the letters of credit) may
                    not exceed
                    One Million and 00/100 Dollars
                    ($1,000,000.00).

                


        

        


        
          	
                  (c)

                	
                  In
                    calculating the principal amount outstanding under the Facility
                    No. 1
                    Commitment for purposes of availability under Facility No. 1,
                    the
                    calculation shall include the amount of any
                    letters of credit outstanding, including amounts drawn on any
                    letters of
                    credit and not yet reimbursed. In calculating the principal amount
                    outstanding under Facility No. 1 for purposes of determining
                    actual
                    advances and interest due, only those letters of credit drawn
                    and not yet
                    reimbursed shall be included.

                


        

        


        
          	(d)	
                  The
                    Borrowers agree:

                


        

        


        
          	 	
                  (i)

                	
                  Any
                    sum drawn under a letter of credit may, at the option of the
                    Bank, be
                    added to the principal amount outstanding under this Agreement.
                    The amount
                    will bear interest and be due as described elsewhere in this
                    Agreement.

                


        

        


        
          	 	
                  (ii)

                	
                  If
                    there is a default and acceleration under this Agreement, to
                    immediately
                    prepay and make the Bank whole for any outstanding letters of
                    credit.

                


        

        


        
          	 	
                  (iii)

                	
                  The
                    issuance of any letter of credit and any amendment to a letter
                    of credit
                    is subject to the Bank’s written approval and must be in form and content
                    satisfactory to the Bank and in favor of a beneficiary acceptable
                    to the
                    Bank.

                


        

        


        
          	 	
                  (iv)

                	
                  To
                    sign the Bank’s form Application and Agreement for Commercial Letter of
                    Credit or Application and Agreement for Standby Letter of Credit,
                    as
                    applicable.

                


        

        


        
          	 	
                  (v)

                	
                  To
                    pay any issuance and/or other customary and standard fees that
                    the Bank
                    notifies the Borrowers will be charged for issuing and processing
                    letters
                    of credit for the Borrowers.

                


        

        


        
          	 	
                  (vi)

                	
                  To
                    allow the Bank to automatically charge its checking account for
                    agreed
                    upon applicable fees, discounts, and other
                    charges.

                


        

        


        3.    OPTIONAL
          INTEREST RATES

        


        3.1    Optional
          Rates.
          Each
          optional interest rate is a rate per year. Interest will be paid on February
          10,
          2006, and then on the same day of each month thereafter until payment in
          full of
          any principal outstanding under this Agreement. No Portion will be converted
          to
          a different interest rate during the applicable interest period. Upon the
          occurrence of an event of default under this Agreement, the Bank may terminate
          the availability of optional interest rates for interest periods commencing
          after the default occurs. At the end of each interest period, the interest
          rate
          will revert to the rate stated in the paragraph(s) entitled “Interest Rate”
above, unless the Borrowers have designated another optional interest rate
          for
          the Portion.

         

        
          
            
            

          

          
            -5-

            
              

            

          

          
            
            

          

        

        


        3.2    LIBOR
          Rate.
          The
          election of LIBOR Rates shall be subject to the following terms and
          requirements:

        


        
          	
                  (a)

                	
                  The
                    interest period during which the LIBOR Rate will be in effect
                    will be one
                    month. The first day of the interest period must be a day other
                    than a
                    Saturday or a Sunday on which banks are open for business in
                    New York and
                    London and dealing in offshore dollars (a “LIBOR Banking Day”). The last
                    day of the interest period and the actual number of days during
                    the
                    interest period will be determined by the Bank using the practices
                    of the
                    London inter-bank market.

                


        

        


        
          	
                  (b)

                	
                  Each
                    LIBOR Rate portion will be for an amount not less than One Hundred
                    Thousand and 00/100 Dollars
                    ($100,000.00).

                


        

        


        
          	
                  (c)

                	
                  The
                    “LIBOR Rate” means the interest rate determined by the following formula.
                    (All amounts in the calculation will be determined by the Bank
                    as of the
                    first day of the interest period.)

                


        

        


        LIBOR
          Rate = London
          Inter-Bank Offered Rate

        (1.00
          -
          Reserve Percentage)

        


        Where,

        


        
          	 	
                  (i)

                	
                  “London
                    Inter-Bank Offered Rate” means for any applicable interest period, the
                    rate per annum equal to the British Bankers Association LIBOR
                    Rate (“BBA
                    LIBOR”), as published by Reuters (or other commercially available source
                    providing quotations of BBA LIBOR as selected by the Bank from
                    time to
                    time) at approximately 11:00 a.m. London time two (2) London
                    Banking Days
                    before the commencement of the interest period for U.S. Dollar
                    deposits
                    (for delivery on the first day of such interest period) with
                    a term
                    equivalent to such interest period. If such rate is not available
                    at such
                    time for any reason then the rate for that interest period will
                    be
                    determined by such alternate method as reasonably selected by
                    the Bank. A
                    “London Banking Day” is a day on which banks in London are open for
                    business and dealing in offshore
                    dollars.

                


        

        


        
          	 	
                  (ii)

                	
                  “Reserve
                    Percentage” means the total of the maximum reserve percentages for
                    determining the reserves to be maintained by member banks of
                    the Federal
                    Reserve System for Eurocurrency Liabilities, as defined in Federal
                    Reserve
                    Board Regulation D, rounded upward to the nearest 1/100 of one
                    percent.
                    The percentage will be expressed as a decimal, and will include,
                    but not
                    be limited to, marginal, emergency, supplemental, special, and
                    other
                    reserve percentages.

                


        

        


        
          	
                  (d)

                	
                  The
                    Borrowers shall irrevocably request a LIBOR Rate Portion no later
                    than
                    12:00 noon Pacific time
                    on the LIBOR Banking Day preceding the day on which the London
                    Inter-Bank
                    Offered Rate will be set, as specified above. For example, if
                    there are no
                    intervening holidays or weekend days in any of the relevant locations,
                    the
                    request must be made at least three days before the LIBOR Rate
                    takes
                    effect.

                


        

        


        
          	
                  (e)

                	
                  The
                    Bank will have no obligation to accept an election for a LIBOR
                    Rate
                    Portion if any of the following described events has occurred
                    and is
                    continuing:

                


        

        


        
          	 	
                  (i)

                	
                  Dollar
                    deposits in the principal amount, and for periods equal to the
                    interest
                    period, of a LIBOR Rate Portion are not available in the London
                    inter-bank
                    market; or

                


        

        


        
          	
                	(ii)	
                  The
                    LIBOR Rate does not accurately reflect the cost of a LIBOR Rate
                    Portion.

                


        

        


        
          	
                  (f)

                	
                  Each
                    prepayment of a LIBOR Rate Portion, whether voluntary, by reason
                    of
                    acceleration or otherwise, will be accompanied by the amount
                    of accrued
                    interest on the amount prepaid and a prepayment fee as described
                    below. A
                    “prepayment” is a payment of an amount on a date earlier than the
                    scheduled payment date for such amount as required by this
                    Agreement.

                


        

        


        
          	
                  (g)

                	
                  The
                    prepayment fee will be the sum of fees calculated separately
                    for each
                    Prepaid Installment, as follows:

                


        

        


        
          	 	
                  (i)

                	
                  The
                    Bank will first determine the amount of interest which would
                    have accrued
                    each month for the Prepaid Installment had it remained outstanding
                    until
                    the applicable Original Payment Date, using the interest rate
                    applicable
                    to the Prepaid Installment under this
                    Agreement.

                


        

         

         

        
          
            
            

          

          
            -6-

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (ii)

                	
                  The
                    Bank will then subtract from each monthly interest amount determined
                    in
                    (i), above, the amount of interest which would accrue for that
                    Prepaid
                    Installment if it were reinvested from the date of prepayment
                    through the
                    Original Payment Date, using the Treasury
                    Rate.

                


        

        


        
          	 	
                  (iii)

                	
                  If
                    (i) minus (ii) for the Prepaid Installment is greater than zero,
                    the Bank
                    will discount the monthly differences to the date of prepayment
                    by the
                    Treasury Rate. The Bank will then add together all of the discounted
                    monthly differences for the Prepaid
                    Installment.

                


        

        


        
          	
                  (h)

                	
                  The
                    following definitions will apply to the calculation of the prepayment
                    fee:

                


        

        


        
          	 	
                  (i)

                	
                  “Original
                    Payment Dates” mean the dates on which the prepaid principal would have
                    been paid if there had been no prepayment. If any of the principal
                    would
                    have been paid later than the end of the fixed rate interest
                    period in
                    effect at the time of prepayment, then the Original Payment Date
                    for that
                    amount will be the last day of the interest
                    period.

                


        

        


        
          	 	
                  (ii)

                	
                  “Prepaid
                    Installment” means the amount of the prepaid principal which would have
                    been paid on a single Original Payment
                    Date.

                


        

        


        
          	 	
                  (iii)

                	
                  “Treasury
                    Rate” means the interest rate yield for U.S. Government Treasury
                    Securities which the Bank determines could be obtained by reinvesting
                    a
                    specified Prepaid Installment in such securities from the date
                    of
                    prepayment through the Original Payment Date. The Bank may adjust
                    the
                    Treasury Rate to reflect the compounding, accrual basis, or other
                    costs of
                    the prepaid amount. Each of the rates is the Bank’s estimate only and the
                    Bank is under no obligation to actually reinvest any prepayment.
                    The rates
                    will be based on information from either the Telerate or Reuters
                    information services, The
                    Wall Street Journal,
                    or other information sources the Bank deems
                    appropriate..

                


        

        


        4.    COLLATERAL

        


        4.1    Personal
          Property.
          The
          personal property listed below now owned or owned in the future by the
          parties
          listed below will secure the Borrowers’ obligations to the Bank under this
          Agreement. The collateral is further defined in security agreement(s) executed
          by the owners of the collateral. In addition, all personal property collateral
          owned by any of the Borrowers securing this Agreement shall also secure
          all
          other present and future obligations of any of the Borrowers to the Bank
          (excluding any consumer credit covered by the federal Truth in Lending
          law,
          unless the Borrowers have otherwise agreed in writing or received written
          notice
          thereof). All personal property collateral securing any other present or
          future
          obligations of any of the Borrowers to the Bank shall also secure this
          Agreement. 

        


        
          	
                  (a)

                	
                  Equipment,
                    Furniture and Fixtures owned by each
                    Borrower.

                


        

        


        
          	
                  (b)

                	
                  Inventory
                    owned by each Borrower.

                


        

        


        
          	
                  (c)

                	
                  Receivables
                    owned by each Borrower.

                


        

        


        
          	(d)	
                  Patents,
                    trademarks and other general intangibles owned by each
                    Borrower.

                


        

        


        5.    FEES
          AND
          EXPENSES

        


        5.1    Fees.

        


        
          	
                  (a)

                	
                  Loan
                    Fee.
                    The Borrowers agree to pay a loan fee in the amount of Fifty
                    Thousand and
                    00/100 Dollars ($50,000.00). Twenty-Five Thousand and 00/100
                    Dollars
                    ($25,000) of this fee is due upon execution of the commitment
                    letter and
                    Twenty-Five Thousand and 00/100 Dollars ($25,000) of this fee
                    is due on
                    the date of this Agreement.

                


        

        


        
          	
                  (b)

                	
                  Unused
                    Commitment Fee.
                    The Borrowers agree to pay a fee on any difference between the
                    Facility
                    No. 1 Commitment and the amount of credit they actually use,
                    determined by
                    the average of the daily amount of credit outstanding during
                    the specified
                    period. The fee will be calculated at 0.1% per year. The calculation
                    of
                    credit outstanding shall include the undrawn amount of letters
                    of credit.
                    

                


        

        


        This
          fee
          is due on April 30, 2006, for the quarter ending March 31, 2006, and on
          the last
          day of the monthfollowing each quarter’s end until the expiration of the
          availability period (e.g., April 30, July 31, October 31 and January
          31).

         

        
          
            
            

          

          
            -7-

            
              

            

          

          
            
            

          

        

        


        
          	
                  (c)

                	
                  Late
                    Fee.
                    To the extent permitted by law, the Borrowers agree to pay a
                    late fee in
                    an amount not to exceed four percent (4%) of any payment that
                    is more than
                    fifteen (15) days late. The imposition and payment of a late
                    fee shall not
                    constitute a waiver of the Bank’s rights with respect to the
                    default.

                


        

        


        5.2    Expenses.
          The
          Borrowers agree to immediately repay the Bank for expenses that include,
          but are
          not limited to, filing, recording and search fees, appraisal fees, title
          report
          fees, and documentation fees.

        


        5.3    Reimbursement
          Costs.

        


        
          	(a)	
                  The
                    Borrowers agree to reimburse the Bank for any expenses it incurs
                    in the
                    preparation of this Agreement and any agreement or instrument
                    required by
                    this Agreement. Expenses include, but are not limited to, reasonable
                    attorneys’ fees, including any allocated costs of the Bank’s in-house
                    counsel to the extent permitted by applicable
                    law.

                


        

        


        
          	
                  (b)

                	
                  The
                    Borrowers agree to reimburse the Bank for the cost of periodic
                    field
                    examinations of the Borrowers’ books, records and collateral, and
                    appraisals of the collateral, at such intervals as the Bank may
                    reasonably
                    require. The actions described in this paragraph may be performed
                    by
                    employees of the Bank or by independent appraisers. Unless the
                    Borrowers
                    are in default, field examinations will be conducted no more
                    frequently
                    than annually. 

                


        

        


        6.    DISBURSEMENTS,
          PAYMENTS AND COSTS

         

        6.1    Disbursements
          and Payments.

        


        
          	
                  (a)

                	
                  Each
                    payment by the Borrowers will be made in U.S. Dollars and immediately
                    available funds by direct debit to a deposit account as specified
                    below
                    or, for payments not required to be made by direct debit, by
                    mail to the
                    address shown on the Borrowers’ statement or at one of the Bank’s banking
                    centers in the United States.

                


        

        


        
          	
                  (b)

                	
                  Each
                    disbursement by the Bank and each payment by the Borrowers will
                    be
                    evidenced by records kept by the Bank. In addition, the Bank
                    may, at its
                    discretion, require the Borrowers to sign one or more promissory
                    notes.

                


        

        


        6.2    Requests
          for Credit; Equal Access by all Borrowers.
          If
          there is more than one Borrower, any Borrower (or a person or persons authorized
          by any one of the Borrowers), acting alone, can borrow up to the full amount
          of
          credit provided under this Agreement. Each Borrower will be liable for
          all
          extensions of credit made under this Agreement to any other
          Borrower.

        


        6.3    Telephone
          and Telefax Authorization.

        


        
          	
                  (a)

                	
                  The
                    Bank may honor telephone or telefax instructions for advances
                    or
                    repayments or for the designation of optional interest rates
                    and telefax
                    requests for the issuance of letters of credit given, or purported
                    to be
                    given, by any one of the individuals authorized to sign loan
                    agreements on
                    behalf of any of the Borrowers, or any other individual designated
                    by any
                    one of such authorized signers.

                


        

        


        
          	
                  (b)

                	
                  Advances
                    will be deposited in and repayments will be withdrawn from account
                    number
                    ____________ owned by Radiant or such other of the Borrowers’ accounts
                    with the Bank as designated in writing by the Borrowers.
                    

                


        

        
          
            	 	 


          

          
            	
                    (c)
                      

                  	
                    The
                      Borrowers will indemnify and hold the Bank harmless from all
                      liability,
                      loss, and costs in connection with any act resulting from telephone
                      or
                      telefax instructions the Bank reasonably believes are made
                      by any
                      individual authorized by the Borrowers to give such instructions.
                      This
                      paragraph will survive this Agreement’s termination, and will benefit the
                      Bank and its officers, employees, and
                      agents.

                  


          

        

        


        6.4    Direct
          Debit (Pre-Billing).

        


        
          	
                  (a)
                    

                	
                  The
                    Borrowers agree that the Bank will debit deposit account number
                    ____________ owned by Radiant or such other of the Borrowers’ accounts
                    with the Bank as designated in writing by the Borrowers (the
“Designated
                    Account”) on the date each payment of principal and interest and any
                    fees
                    from the Borrowers become due (the “Due
                    Date”).

                


        

        


        
          	
                  (b)
                    

                	
                  Prior
                    to each Due Date, the Bank will mail to the Borrowers a statement
                    of the
                    amounts that will be due on that Due Date (the “Billed Amount”). The bill
                    will be mailed a specified number of calendar days prior to the
                    Due Date,
                    which number of days will be mutually agreed from time to time
                    by the Bank
                    and the Borrowers. The calculations in the bill will be made
                    on the
                    assumption that no new extensions of credit or payments will
                    be made
                    between the date of the billing statement and the Due Date, and
                    that there
                    will be no changes in the applicable interest
                    rate.

                


        

         

        
          
            
            

          

          
            -8-

            
              

            

          

          
            
            

          

        

         

        
          	
                  (c)
                    

                	
                  The
                    Bank will debit the Designated Account for the Billed Amount,
                    regardless
                    of the actual amount due on that date (the “Accrued Amount”). If the
                    Billed Amount debited to the Designated Account differs from
                    the Accrued
                    Amount, the discrepancy will be treated as
                    follows:

                


        

        


        
          	 	
                  (i)
                    

                	
                  If
                    the Billed Amount is less than the Accrued Amount, the Billed
                    Amount for
                    the following Due Date will be increased by the amount of the
                    discrepancy.
                    The Borrowers will not be in default by reason of any such
                    discrepancy.

                


        

        


        
          	 	
                  (ii)
                    

                	
                  If
                    the Billed Amount is more than the Accrued Amount, the Billed
                    Amount for
                    the following Due Date will be decreased by the amount of the
                    discrepancy.

                


        

        


        Regardless
          of any such discrepancy, interest will continue to accrue based on the
          actual
          amount of principal outstanding without compounding. The Bank will not
          pay the
          Borrowers interest on any overpayment.

        


        
          	
                  (d)
                    

                	
                  The
                    Borrowers will maintain sufficient funds in the Designated Account
                    to
                    cover each debit. If there are insufficient funds in the Designated
                    Account on the date the Bank enters any debit authorized by this
                    Agreement, the Bank may reverse the
                    debit.

                


        

        


        
          	
                  (e)
                    

                	
                  The
                    Borrowers may terminate this direct debit arrangement at any
                    time by
                    sending written notice to the Bank at the address specified at
                    the end of
                    this Agreement. 

                


        

        


        6.5    Banking
          Days.
          Unless
          otherwise provided in this Agreement, a banking day is a day other than
          a
          Saturday, Sunday or other day on which commercial banks are authorized
          to close,
          or are in fact closed, in the state where the Bank’s lending office is located,
          and, if such day relates to amounts bearing interest at an offshore rate
          (if
          any), means any such day on which dealings in dollar deposits are conducted
          among banks in the offshore dollar interbank market. All payments and
          disbursements which would be due on a day that is not a banking day will
          be due
          on the next banking day. All payments received on a day that is not a banking
          day will be applied to the credit on the next banking day.

        


        6.6    Interest
          Calculation.
          Except
          as otherwise stated in this Agreement, all interest and fees, if any, will
          be
          computed on the basis of a 360-day year and the actual number of days elapsed.
          This results in more interest or a higher fee than if a 365-day year is
          used.
          Installments of principal that are not paid when due under this Agreement
          shall
          continue to bear interest until paid.

        


        6.7    Default
          Rate.
          Upon
          the occurrence of any default or after maturity or after judgment has been
          rendered on any obligation under this Agreement, all amounts outstanding
          under
          this Agreement, including any interest, fees, or costs which are not paid
          when
          due, will at the option of the Bank bear interest at a rate which is 6.0
          percentage point(s) higher than the rate of interest otherwise provided
          under
          this Agreement. This may result in compounding of interest. This will not
          constitute a waiver of any default.

        


        6.8    Overdrafts.
          At the
          Bank’s sole option in each instance, the Bank may do one of the
          following:

        


        
          	
                  (a)
                    

                	
                  The
                    Bank may make advances under this Agreement to prevent or cover
                    an
                    overdraft on any account of any Borrower with the Bank. Each
                    such advance
                    will accrue interest from the date of the advance or the date
                    on which the
                    account is overdrawn, whichever occurs first, at the interest
                    rate
                    described in this Agreement. The Bank may make such advances
                    even if the
                    advances may cause any credit limit under this Agreement to be
                    exceeded.

                


        

        


        
          	
                  (b)
                    

                	
                  The
                    Bank may reduce the amount of credit otherwise available under
                    this
                    Agreement by the amount of any overdraft on any account of any
                    Borrower
                    with the Bank.

                


        

        


        This
          paragraph shall not be deemed to authorize the Borrowers to create overdrafts
          on
          any of the Borrowers’ accounts with the Bank.

         

        6.9    Payments
          in Kind.
          If the
          Bank requires delivery in kind of the proceeds of collection of the Borrowers’
accounts receivable, such proceeds shall be credited to interest, principal,
          and
          other sums owed to the Bank under this Agreement in the order and proportion
          determined by the Bank in its sole discretion. All such credits will be
          conditioned upon collection and any returned items may, at the Bank’s option, be
          charged to the Borrowers.

        


        7.    CONDITIONS

         

        Before
          the Bank is required to extend any credit to the Borrowers under this Agreement,
          it must receive any documents and other items it may reasonably require,
          in form
          and content acceptable to the Bank, including any items specifically listed
          below.

         

        
          
            
            

          

          
            -9-

            
              

            

          

          
            
            

          

        

        


        7.1    Authorizations.
          If any
          Borrower or any guarantor is anything other than a natural person, evidence
          that
          the execution, delivery and performance by such Borrower and/or such guarantor
          of this Agreement and any instrument or agreement required under this Agreement
          have been duly authorized.

        


        7.2    Governing
          Documents.
          If
          required by the Bank, a copy of the Borrowers’ organizational
          documents.

        


        7.3    Security
          Agreements.
          Signed
          original security agreements covering the personal property collateral
          described
          in the Section entitled “Collateral”.

        


        7.4    Perfection
          and Evidence of Priority.
          Evidence that the security interests and liens in favor of the Bank are
          valid,
          enforceable, properly perfected in a manner acceptable to the Bank and
          prior to
          all others’ rights and interests, except those the Bank consents to in writing.
          All title documents for motor vehicles which are part of the collateral
          must
          show the Bank’s interest.

        


        7.5    Payment
          of Fees.
          Payment
          of all fees and other amounts due and owing to the Bank, including without
          limitation payment of all accrued and unpaid expenses incurred by the Bank
          as
          required by the paragraph entitled “Reimbursement Costs.”

        


        7.6    Good
          Standing.
          Certificates of good standing for each Borrower as applicable from its
          state of
          formation and from any other state in which such Borrower is required to
          qualify
          to conduct its business.

        


        7.7    Landlord
          Agreement.
          For any
          personal property collateral located at 1223 and 1227 120th
          Avenue
          NE, Bellevue, Washington 98005, an agreement for the removal of the collateral,
          signed by the owner of the real property and the holder of any mortgage
          or deed
          of trust on the real property; provided that Borrowers shall have until
          February
          29 to deliver such agreements.

        


        7.8    Insurance.
          Evidence of insurance coverage, as required in the “Covenants” section of this
          Agreement.

        


        8.    REPRESENTATIONS
          AND WARRANTIES

        


        When
          the
          Borrowers sign this Agreement, and until the Bank is repaid in full, the
          Borrowers make the following representations and warranties. Each request
          for an
          extension of credit constitutes a renewal of these representations and
          warranties as of the date of the request:

        


        8.1    Formation.
          If any
          Borrower is anything other than a natural person, it is duly formed and
          existing
          under the laws of the state or other jurisdiction where organized.

        


        8.2    Authorization.
          This
          Agreement, and any instrument or agreement required hereunder, are within
          each
          Borrower’s powers, have been duly authorized, and do not conflict with any of
          its organizational papers.

        


        8.3    Enforceable
          Agreement.
          This
          Agreement is a legal, valid and binding agreement of each Borrower, enforceable
          against each Borrower in accordance with its terms, and any instrument
          or
          agreement required hereunder, when executed and delivered, will be similarly
          legal, valid, binding and enforceable.

        


        8.4    Good
          Standing.
          In each
          state in which each Borrower does business, it is properly licensed, in
          good
          standing, and, where required, in compliance with fictitious name
          statutes.

        


        8.5    No
          Conflicts.
          This
          Agreement does not conflict with any law, agreement, or obligation by which
          any
          Borrower is bound.

        


        8.6    Financial
          Information.
          All
          financial and other information that has been or will be supplied to the
          Bank is
          sufficiently complete to give the Bank accurate knowledge of the Borrowers’ (and
          any guarantor’s) financial condition, including all material contingent
          liabilities. Since the date of the most recent financial statement provided
          to
          the Bank, there has been no material adverse change in the business condition
          (financial or otherwise), operations, properties or prospects of any Borrower
          (or any guarantor). If any Borrower is comprised of the trustees of a trust,
          the
          foregoing representations shall also pertain to the trustor(s) of the
          trust.

        


        8.7    Lawsuits.
          There
          is no lawsuit, tax claim or other dispute pending or threatened against
          any
          Borrower which, if lost, would impair such Borrower’s financial condition or
          ability to repay the loan, except as have been disclosed in writing to
          the
          Bank.

        


        8.8    Collateral.
          All
          collateral required in this Agreement is owned by the grantor of the security
          interest free of any title defects or any liens or interests of others,
          except
          those which have been approved by the Bank in writing.

         

        
          
            
            

          

          
            -10-

            
              

            

          

          
            
            

          

        

        


        8.9    Permits,
          Franchises.
          Each
          Borrower possesses all permits, memberships, franchises, contracts and
          licenses
          required and all trademark rights, trade name rights, patent rights, copyrights
          and fictitious name rights necessary to enable it to conduct the business
          in
          which it is now engaged.

        


        8.10    Other
          Obligations.
          No
          Borrower is in default on any obligation for borrowed money, any purchase
          money
          obligation or any other material lease, commitment, contract, instrument
          or
          obligation, except as have been disclosed in writing to the Bank.

        


        8.11    Tax
          Matters.
          No
          Borrower has any knowledge of any pending assessments or adjustments of
          its
          income tax for any year and all taxes due have been paid, except as have
          been
          disclosed in writing to the Bank.

        


        8.12    No
          Event of Default.
          There
          is no event which is, or with notice or lapse of time or both would be,
          a
          default under this Agreement.

        


        8.13    Insurance.
          Each
          Borrower has obtained, and maintained in effect, the insurance coverage
          required
          in the “Covenants” section of this Agreement.

        


        9.    COVENANTS

        


        The
          Borrowers agree, so long as credit is available under this Agreement and
          until
          the Bank is repaid in full:

        


        9.1    Use
          of
          Proceeds.

        


        
          	
                  (a)

                	
                  To
                    use the proceeds of Facility No. 1 only for Working Capital and
                    provide
                    senior debt to partially finance the acquisition of
                    Airgroup.

                


        

        


        9.2    Financial
          Information.
          To
          provide the following financial information and statements in form and
          content
          acceptable to the Bank, and such additional information as requested by
          the Bank
          from time to time: 

        


        
          	
                  (a)

                	
                  Within
                    one hundred fifty (150) days of the fiscal year end, the annual
                    financial
                    statements of the Borrowers. These financial statements must
                    be audited
                    (with an opinion satisfactory to the Bank) by a Certified Public
                    Accountant acceptable to the Bank. The statements shall be prepared
                    on a
                    consolidated and consolidating basis.


                


        

        


        
          	
                  (b)

                	
                  Within
                    forty-five (45) days of the period’s end (including the last period in
                    each fiscal year), quarterly financial statements of the Borrowers,
                    certified and dated by an authorized financial officer. These
                    financial
                    statements may be company-prepared. The statements shall be prepared
                    on a
                    consolidated and consolidating basis.


                


        

        


        
          	
                  (c)

                	
                  Within
                    one hundred fifty (150) days of the end of each fiscal year and
                    within
                    forty-five (45) days of the end of each quarter, a compliance
                    certificate
                    of each Borrower signed by an authorized financial officer, and
                    setting
                    forth (i) the information and computations (in sufficient detail)
                    to
                    establish that each Borrower is in compliance with all financial
                    covenants
                    at the end of the period covered by the financial statements
                    then being
                    furnished and (ii) whether there existed as of the date of such
                    financial
                    statements and whether there exists as of the date of the certificate,
                    any
                    default under this Agreement and, if any such default exists,
                    specifying
                    the nature thereof and the action the Borrowers are taking and
                    propose to
                    take with respect thereto.

                


        

        


        
          	
                  (d)

                	
                  A
                    borrowing certificate setting forth the amount of Acceptable
                    Receivables
                    as of the last day of each month within twenty (20) days after
                    month end
                    and, upon the Bank’s request, copies of the invoices or the record of
                    invoices from each Borrower’s sales journal for such Acceptable
                    Receivables, copies of the delivery receipts, purchase orders,
                    shipping
                    instructions, bills of lading and other documentation pertaining
                    to such
                    Acceptable Receivables, and copies of the cash receipts journal
                    pertaining
                    to the borrowing certificate.

                


        

        


        
          	
                  (e)

                	
                  A
                    detailed aging of the Borrowers’ receivables by invoice or a summary aging
                    by account debtor, as specified by the Bank, within twenty (20)
                    days after
                    the end of each month.

                


        

        


        
          	
                  (f)

                	
                  If
                    requested by the Bank, a summary aging by vendor of accounts
                    payable
                    within twenty (20) days after the end of each
                    month.

                


        

        


        
          	
                  (g)

                	
                  If
                    the Bank requires the Borrowers to deliver the proceeds of accounts
                    receivable to the Bank upon collection by the Borrowers, a schedule
                    of the
                    amounts so collected and delivered to the
                    Bank.

                


        

         

        
          
            
            

          

          
            -11-

            
              

            

          

          
            
            

          

        

         

        
          	
                  (h)

                	
                  Within
                    one hundred fifty (150) days of the end of each fiscal year,
                    the
                    Borrowers’ forecasted budget of profit and loss, balance sheet and
                    statement of cash flows for the following fiscal year.
                    

                


        

        


        
          	
                  (i)

                	
                  Promptly
                    upon the Bank’s request, such other books, records, statements, lists of
                    property and accounts, budgets, forecasts or reports as to the
                    Borrowers
                    and as to each guarantor of the Borrowers’ obligations to the Bank as the
                    Bank may request.

                


        

        


        
          	(j)	
                  Annual
                    Exam of Borrower’s books and
                    records

                


        

        


        9.3    Profitability.
          Not to
          incur on a consolidated basis, a net loss before taxes, amortization of
          acquired
          intangibles and extraordinary items in any two consecutive quarterly accounting
          periods. 

        


        9.4    Funded
          Debt to EBITDA Ratio.
          To
          maintain on a consolidated basis a ratio of Funded Debt to EBITDA not exceeding
          3.25:1.0. 

        


        ‘‘Funded
          Debt’’ means all outstanding liabilities for borrowed money and other
          interest-bearing liabilities, including current and long term debt, less
          the
          non-current portion of Subordinated Liabilities.

        


        ‘‘EBITDA’’
          means net income, less income or plus loss from discontinued operations
          and
          extraordinary items, plus income taxes, plus interest expense, plus
          depreciation, depletion, and amortization. plus Equity Credits and other
          non-cash charges plus the “Add-On Amount” specified below. The Add-On Amount for
          the quarter ended 3/31/06 shall be $1,087,500, for the quarter ended 6/30/2006
          shall be $725,000 and for the quarter ended 9/30/2006 shall be $362,500.
          This
          ratio will be calculated at the end of each reporting period for which
          the Bank
          requires financial statements, using the results of the twelve-month period
          ending with that reporting period. The Add-On Amount shall not be cumulative
          in
          calculating results for the twelve-month period.

        


        “Equity
          Credits” means with respect to any measurement period the expenses incurred in
          the ordinary course of business paid through the issuance of common stock
          (or
          options to purchase stock) in Radiant.

        


        9.5    Basic
          Fixed Charge Coverage Ratio.
          To
          maintain on a consolidated basis a Basic Fixed Charge Coverage Ratio of
          at least
          1.1:1.0. 

        


        ‘‘Basic
          Fixed Charge Coverage Ratio’’ means the ratio of (a) the sum of EBITDA plus
          lease expense and rent expense, minus income tax, minus dividends, withdrawals,
          and other distributions, to (b) the sum of interest expense, lease expense,
          rent
          expense, the current portion of long term debt and the current portion
          of
          capitalized lease obligations.

         

        This
          ratio will be calculated at the end of each reporting period for which
          the Bank
          requires financial statements, using the results of the twelve-month period
          ending with that reporting period. The Add-On Amount shall not be cumulative
          in
          calculating results for the twelve-month period. The current portion of
          long-term liabilities will be measured as of the last day of the calculation
          period. Amounts outstanding under Facility No. 1 shall not be considered
          current
          obligations.

        


        9.6    Other
          Debts.
          Not to
          have outstanding or incur any direct or contingent liabilities or lease
          obligations (other than those to the Bank), or become liable for the liabilities
          of others, without the Bank’s written consent. This does not
          prohibit:

        


        (a)    Acquiring
          goods, supplies, or merchandise on normal trade credit.

        


        (b)    Endorsing
          negotiable instruments received in the usual course of business.

        


        (c)    Obtaining
          surety bonds in the usual course of business.

        


        (d)    Liabilities,
          lines of credit and leases in existence on the date of this Agreement disclosed
          in writing to the Bank.

        


        (f)    Additional
          debts and lease obligations for business purposes which, together with
          the debts
          permitted under subparagraph(s) ___, above, do not exceed a total principal
          amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00)
          outstanding at any one time.

        


        9.7    Other
          Liens.
          Not to
          create, assume, or allow any security interest or lien (including judicial
          liens) on property any Borrower now or later owns, except:

        


        (a)    Liens
          and
          security interests in favor of the Bank.

        


        (b)    Liens
          for
          taxes not yet due.

        


        (c)    Liens
          outstanding on the date of this Agreement disclosed in writing to the
          Bank.

         

        
          
            
            

          

          
            -12-

            
              

            

          

          
            
            

          

        

        


        
          	
                  9.8

                	
                  Maintenance
                    of Assets.
                    

                


        

        


        (a)    Not
          to sell,
          assign, lease, transfer or otherwise dispose of any part of any Borrower’s
          business or any Borrower’s assets except in the ordinary course of
          business.

        


        (b)    Not
          to sell,
          assign, lease, transfer or otherwise dispose of any assets for less than
          fair
          market value, or enter into any agreement to do so.

        


        (c)    Not
          to enter
          into any sale and leaseback agreement covering any of its fixed
          assets.

        


        (d)    To
          maintain
          and preserve all material rights, privileges, and franchises the Borrowers
          now
          have.

        


        (e)    To
          make any
          repairs, renewals, or replacements to keep the Borrowers’ properties in good
          working condition.

        


        9.9    Investments.
          Not to
          have any existing, or make any new, investments in any individual or entity,
          or
          make any capital contributions or other transfers of assets to any individual
          or
          entity, except for:

        


        
          	
                  (a)

                	
                  Existing
                    investments disclosed to the Bank in
                    writing.

                


        

        


        
          	
                  (b)

                	
                  Investments
                    in the Borrowers’ current subsidiaries and subsidiaries, assets or
                    operations acquired as Permitted
                    Acquisitions.

                


        

        


        
          	
                  (c)

                	
                  Investments
                    in any of the following:

                


        

        


        
          	 	
                  (i)

                	
                  certificates
                    of deposit;

                


        

        


        
          	 	
                  (ii)

                	
                  U.S.
                    treasury bills and other obligations of the federal
                    government;

                


        

        


        
          	 	
                  (iii)

                	
                  readily
                    marketable securities (including commercial paper, but excluding
                    restricted stock and stock subject to the provisions of Rule
                    144 of the
                    Securities and Exchange
                    Commission).

                


        

        


        9.10    Loans.
          Not to
          make any loans, advances or other extensions of credit to any individual
          or
          entity, except for:

        


        
          	
                  (a)

                	
                  Existing
                    extensions of credit disclosed to the Bank in
                    writing.

                


        

        


        
          	
                  (b)

                	
                  Extensions
                    of credit to the Borrowers’ current subsidiaries and subsidiaries acquired
                    as Permitted Acquisitions.

                


        

        


        
          	
                  (c)

                	
                  Extensions
                    of credit in the nature of accounts receivable or notes receivable
                    arising
                    from the sale or lease of goods or services in the ordinary course
                    of
                    business to non-affiliated
                    entities.

                


        

        


        9.11    Change
          of Management.
          Not to
          make any substantial change in the present executive or management personnel
          of
          the Borrowers.

        


        9.12    Change
          of Ownership.
          Not to
          cause, permit, or suffer any change in capital ownership such that there
          is a
          change of more than twenty-five percent (25%) in the direct or indirect
          capital
          ownership of any Borrower that is a subsidiary of Radiant.

        


        
          	
                  9.13

                	
                  Additional
                    Negative Covenants.
                    Not to, without the Bank’s written consent and except as or incident to a
                    Permitted Acquisition:

                


        

        


        
          	(a)	
                  Enter
                    into any consolidation, merger, or other combination, or become
                    a partner
                    in a partnership, a member of a joint venture, or a member of
                    a limited
                    liability company.

                


        

        


        (b)    Acquire
          or
          purchase a business or its assets other than a Permitted
          Acquisition.

        


        (c)    Engage
          in any
          business activities substantially different from each Borrower’s present
          business.

        


        (d)    Liquidate
          or
          dissolve any Borrower’s business.

        


        (e)    Voluntarily
          suspend any Borrower’s business for more than two (2) days in any thirty (30)
          day period.

         

        
          
            
            

          

          
            -13-

            
              

            

          

          
            
            

          

        

        


        9.14    Notices
          to Bank.
          To
          promptly notify the Bank in writing of:

        


        
          	
                  (a)

                	
                  Any
                    lawsuit over One Hundred Thousand and 00/100 Dollars ($100,000.00)
                    against
                    any Borrower (or any guarantor or, if any Borrower is comprised
                    of the
                    trustees of a trust, any trustor).

                


        

        


        
          	
                  (b)

                	
                  Any
                    substantial dispute between any governmental authority and any
                    Borrower
                    (or any guarantor or, if any Borrower is comprised of the trustees
                    of a
                    trust, any trustor).

                


        

        


        
          	
                  (c)

                	
                  Any
                    event of default under this Agreement, or any event which, with
                    notice or
                    lapse of time or both, would constitute an event of
                    default.

                


        

        


        
          	
                  (d)

                	
                  Any
                    material adverse change in any Borrower’s (or any guarantor’s, or, if any
                    Borrower is comprised of the trustees of a trust, any trustor’s) business
                    condition (financial or otherwise), operations, properties or
                    prospects,
                    or ability to repay the credit.

                


        

        


        
          	
                  (e)

                	
                  Any
                    change in any Borrower’s name, legal structure, place of business, or
                    chief executive office if such Borrower has more than one place
                    of
                    business.

                


        

        


        
          	
                  (f)

                	
                  Any
                    actual contingent liabilities of any Borrower (or any guarantor
                    or, if any
                    Borrower is comprised of the trustees of a trust, any trustor),
                    and any
                    such contingent liabilities which are reasonably foreseeable,
                    where such
                    liabilities are in excess of Two Hundred Fifty Thousand and 00/100
                    Dollars
                    ($250,000.00) in the aggregate.

                


        

        


        9.15    Insurance.

        


        
          	
                  (a)

                	
                  General
                    Business Insurance.
                    To maintain insurance satisfactory to the Bank as to amount,
                    nature and
                    carrier covering property damage (including loss of use and occupancy)
                    to
                    any of the Borrowers’ properties, business interruption insurance, public
                    liability insurance including coverage for contractual liability,
                    product
                    liability and workers’ compensation, and any other insurance which is
                    usual for the Borrowers’ business. Each policy shall provide for at least
                    30 days prior notice to the Bank of any cancellation
                    thereof.

                


        

        


        
          	
                  (b)

                	
                  Insurance
                    Covering Collateral.
                    To maintain all risk property damage insurance policies covering
                    the
                    tangible property comprising the collateral. Each insurance policy
                    must be
                    for the full value of the collateral. The insurance must be issued
                    by an
                    insurance company acceptable to the Bank and must include a lender’s loss
                    payable endorsement in favor of the Bank in a form acceptable
                    to the
                    Bank.

                


        

        


        
          	
                  (c)

                	
                  Evidence
                    of Insurance.
                    Upon the request of the Bank, to deliver to the Bank a copy of
                    each
                    insurance policy, or, if permitted by the Bank, a certificate
                    of insurance
                    listing all insurance in force.

                


        

        


        9.16    Compliance
          with Laws.
          To
          comply with the laws (including any fictitious or trade name statute),
          regulations, and orders of any government body with authority over any
          Borrower’s business. The Bank shall have no obligation to make any advance to
          any Borrower’s except in compliance with all applicable laws and regulations and
          any Borrower’s shall fully cooperate with the Bank in complying with all such
          applicable laws and regulations.

        


        9.17    ERISA
          Plans.
          Promptly during each year, to pay and cause any subsidiaries to pay
          contributions adequate to meet at least the minimum funding standards under
          ERISA with respect to each and every Plan; file each annual report required
          to
          be filed pursuant to ERISA in connection with each Plan for each year;
          and
          notify the Bank within ten (10) days of the occurrence of any Reportable
          Event
          that might constitute grounds for termination of any capital Plan by the
          Pension
          Benefit Guaranty Corporation or for the appointment by the appropriate
          United
          States District Court of a trustee to administer any Plan. “ERISA” means the
          Employee Retirement Income Security Act of 1974, as amended from time to
          time.
          Capitalized terms in this paragraph shall have the meanings defined within
          ERISA.

        


        9.18    Books
          and Records.
          To
          maintain adequate books and records.

        


        9.19    Audits.
          To
          allow the Bank and its agents to inspect each Borrower’s properties and examine,
          audit, and make copies of books and records at any reasonable time. If
          any of
          the Borrowers’ properties, books or records are in the possession of a third
          party, the Borrowers authorize that third party to permit the Bank or its
          agents
          to have access to perform inspections or audits and to respond to the Bank’s
          requests for information concerning such properties, books and
          records.

         

        
          
            
            

          

          
            -14-

            
              

            

          

          
            
            

          

        

        


        9.20    Perfection
          of Liens.
          To help
          the Bank perfect and protect its security interests and liens, and reimburse
          it
          for related costs it incurs to protect its security interests and
          liens.

        


        9.21    Cooperation.
          To take
          any action reasonably requested by the Bank to carry out the intent of
          this
          Agreement.

        


        10.    DEFAULT
          AND REMEDIES

        


        If
          any of
          the following events of default occurs, the Bank may do one or more of
          the
          following: declare the Borrowers in default, stop making any additional
          credit
          available to the Borrowers, and require the Borrowers to repay their entire
          debt
          immediately and without prior notice. If an event which, with notice or
          the
          passage of time, will constitute an event of default has occurred and is
          continuing, the Bank has no obligation to make advances or extend additional
          credit under this Agreement. In addition, if any event of default occurs,
          the
          Bank shall have all rights, powers and remedies available under any instruments
          and agreements required by or executed in connection with this Agreement,
          as
          well as all rights and remedies available at law or in equity. If an event
          of
          default occurs under the paragraph entitled “Bankruptcy,” below, with respect to
          any Borrower, then the entire debt outstanding under this Agreement will
          automatically be due immediately. 

        


        10.1    Failure
          to Pay.
          The
          Borrowers fail to make a payment under this Agreement within five (5) days
          after
          the date when due.

        


        10.2    Other
          Bank Agreements.
          Any
          default occurs under any other agreement any Borrower (or any Obligor)
          or any of
          the Borrowers’ related entities or affiliates has with the Bank or any affiliate
          of the Bank. For purposes of this Agreement, “Obligor” shall mean any guarantor,
          any party pledging collateral to the Bank, or, if any Borrower is comprised
          of
          the trustees of a trust, any trustor. If, in the Bank’s opinion, the breach is
          capable of being remedied, the breach will not be considered and event
          of
          default under this Agreement for a period of fifteen (15) days after the
          date on
          which the Bank gives written notice of the breach to the Borrowers.

        


        10.3    Cross-default.
          Any
          default occurs under any agreement in connection with any credit any Borrower
          (or any Obligor) or any of the Borrowers’ related entities or affiliates has
          obtained from anyone else or which any Borrower (or any Obligor) or any
          of the
          Borrowers’ related entities or affiliates has guaranteed if the default is not
          cured within fifteen (15) days. 

        


        10.4    False
          Information.
          Any
          Borrower or any Obligor has given the Bank false or misleading information
          or
          representations.

        


        10.5    Bankruptcy.
          Any
          Borrower, any Obligor, or any general partner of any Borrower or of any
          Obligor
          files a bankruptcy petition, a bankruptcy petition is filed against any
          of the
          foregoing parties and such petition is not dismissed within 90 days, or
          any
          Borrower, any Obligor, or any general partner of any Borrower or of any
          Obligor
          makes a general assignment for the benefit of creditors.

        


        10.6    Receivers.
          A
          receiver or similar official is appointed for a substantial portion of
          any
          Borrower’s or any Obligor’s business, or the business is terminated, or, if any
          Obligor is anything other than a natural person, such Obligor is liquidated
          or
          dissolved.

        


        10.7    Lien
          Priority.
          The
          Bank fails to have an enforceable first lien (except for any prior liens
          to
          which the Bank has consented in writing) on or security interest in any
          property
          given as security for this Agreement (or any guaranty).

        


        10.8    Judgments.
          Any
          judgments or arbitration awards are entered against any Borrower or any
          Obligor,
          or any Borrower or any Obligor enters into any settlement agreements with
          respect to any litigation or arbitration, in an aggregate amount of Two
          Hundred
          Fifty Thousand and 00/100 Dollars ($250,000.00) or more in excess of any
          insurance coverage.

        


        10.9    Death.
          If any
          Borrower or any Obligor is a natural person, such Borrower or such Obligor
          dies
          or becomes legally incompetent; if any Borrower or any Obligor is a trust,
          a
          trustor dies or becomes legally incompetent; if any Borrower or any Obligor
          is a
          partnership, any general partner dies or becomes legally
          incompetent.

        


        10.10    Material
          Adverse Change.
          A
          material adverse change occurs, or is reasonably likely to occur, in any
          Borrower’s (or any Obligor’s) business condition (financial or otherwise),
          operations, properties or prospects, or ability to repay the credit; or
          the Bank
          determines that it is insecure for any other reason.

        


        10.11    Government
          Action.
          Any
          government authority takes action that the Bank believes materially adversely
          affects any Borrower’s or any Obligor’s financial condition or ability to
          repay.

         

        
          
            
            

          

          
            -15-

            
              

            

          

          
            
            

          

        

        


        10.12    Default
          under Related Documents.
          Any
          default occurs under any guaranty, subordination agreement, security agreement,
          deed of trust, mortgage, or other document required by or delivered in
          connection with this Agreement or any such document is no longer in effect,
          or
          any guarantor purports to revoke or disavow the guaranty.

        


        10.13    ERISA
          Plans.
          Any one
          or more of the following events occurs with respect to a Plan of any Borrower
          subject to Title IV of ERISA, provided such event or events could reasonably
          be
          expected, in the judgment of the Bank, to subject any Borrower to any tax,
          penalty or liability (or any combination of the foregoing) which, in the
          aggregate, could have a material adverse effect on the financial condition
          of
          such Borrower:

        


        
          	
                  (a)

                	
                  A
                    reportable event shall occur under Section 4043(c) of ERISA with
                    respect
                    to a Plan.

                


        

        


        
          	
                  (b)

                	
                  Any
                    Plan termination (or commencement of proceedings to terminate
                    a Plan) or
                    the full or partial withdrawal from a Plan by any Borrower or
                    any ERISA
                    Affiliate.

                


        

        


        10.14    Other
          Breach Under Agreement.
          A
          default occurs under any other term or condition of this Agreement not
          specifically referred to in this Article. This includes any failure or
          anticipated failure by any Borrower (or any other party named in the Covenants
          section) to comply with the financial covenants set forth in this Agreement,
          whether such failure is evidenced by financial statements delivered to
          the Bank
          or is otherwise known to the Borrowers or the Bank. If, in the Bank’s opinion,
          the breach is capable of being remedied, the breach will not be considered
          an
          event of default under this Agreement for a period of fifteen (15) days
          after
          the date on which the Bank gives written notice of the breach to the Borrowers.
          

        


        11.    ENFORCING
          THIS AGREEMENT; MISCELLANEOUS

         

        11.1    GAAP.
          Except
          as otherwise stated in this Agreement, all financial information provided
          to the
          Bank and all financial covenants will be made under generally accepted
          accounting principles, consistently applied.

        


        11.2    Washington
          Law.
          This
          Agreement is governed by Washington state law. 

        


        11.3    Successors
          and Assigns.
          This
          Agreement is binding on the Borrowers’ and the Bank’s successors and assignees.
          The Borrowers agree that they may not assign this Agreement without the
          Bank’s
          prior consent. The Bank may sell participations in or assign this loan,
          and may
          exchange information about the Borrowers (including, without limitation,
          any
          information regarding any hazardous substances) with actual or potential
          participants or assignees. If a participation is sold or the loan is assigned,
          the purchaser will have the right of set-off against the Borrowers.

        


        11.4    Arbitration
          and Waiver of Jury Trial

        


        
          	
                  (a)

                	
                  This
                    paragraph concerns the resolution of any controversies or claims
                    between
                    the parties, whether arising in contract, tort or by statute,
                    including
                    but not limited to controversies or claims that arise out of
                    or relate to:
                    (i) this agreement (including any renewals, extensions or modifications);
                    or (ii) any document related to this agreement (collectively
                    a “Claim”).
                    For the purposes of this arbitration provision only, the term
“parties”
                    shall include any parent corporation, subsidiary or affiliate
                    of the Bank
                    involved in the servicing, management or administration of any
                    obligation
                    described or evidenced by this
                    agreement.

                


        

        


        
          	
                  (b)

                	
                  At
                    the request of any party to this agreement, any Claim shall be
                    resolved by
                    binding arbitration in accordance with the Federal Arbitration
                    Act (Title
                    9, U.S. Code) (the “Act”). The Act will apply even though this agreement
                    provides that it is governed by the law of a specified state.
                    The
                    arbitration will take place on an individual basis without resort
                    to any
                    form of class action.

                


        

        


        
          	
                  (c)

                	
                  Arbitration
                    proceedings will be determined in accordance with the Act, the
                    then-current rules and procedures for the arbitration of financial
                    services disputes of the American Arbitration Association or
                    any successor
                    thereof (“AAA”), and the terms of this paragraph. In the event of any
                    inconsistency, the terms of this paragraph shall control. If
                    AAA is
                    unwilling or unable to (i) serve as the provider of arbitration
                    or (ii)
                    enforce any provision of this arbitration clause, any party to
                    this
                    agreement may substitute another arbitration organization with
                    similar
                    procedures to serve as the provider of
                    arbitration.

                


        

        


        
          	
                  (d)

                	
                  The
                    arbitration shall be administered by AAA and conducted, unless
                    otherwise
                    required by law, in any U.S. state where real or tangible personal
                    property collateral for this credit is located or if there is
                    no such
                    collateral, in the state specified in the governing law section
                    of this
                    agreement. All Claims shall be determined by one arbitrator;
                    however, if
                    Claims exceed Five Million Dollars ($5,000,000), upon the request
                    of any
                    party, the Claims shall be decided by three arbitrators. All
                    arbitration
                    hearings shall commence within ninety (90) days of the demand
                    for
                    arbitration and close within ninety (90) days of commencement
                    and the
                    award of the arbitrator(s) shall be issued within thirty (30)
                    days of the
                    close of the hearing. However, the arbitrator(s), upon a showing
                    of good
                    cause, may extend the commencement of the hearing for up to an
                    additional
                    sixty (60) days. The arbitrator(s) shall provide a concise written
                    statement of reasons for the award. The arbitration award may
                    be submitted
                    to any court having jurisdiction to be confirmed, judgment entered
                    and
                    enforced.

                


        

         

        
          
            
            

          

          
            -16-

            
              

            

          

          
            
            

          

        

         

        
          	
                  (e)

                	
                  The
                    arbitrator(s) will give effect to statutes of limitation in determining
                    any Claim and may dismiss the arbitration on the basis that the
                    Claim is
                    barred. For purposes of the application of the statute of limitations,
                    the
                    service on AAA under applicable AAA rules of a notice of Claim
                    is the
                    equivalent of the filing of a lawsuit. Any dispute concerning
                    this
                    arbitration provision or whether a Claim is arbitrable shall
                    be determined
                    by the arbitrator(s). The arbitrator(s) shall have the power
                    to award
                    legal fees pursuant to the terms of this
                    agreement.

                


        

        


        
          	
                  (f)

                	
                  This
                    paragraph does not limit the right of any party to: (i) exercise
                    self-help
                    remedies, such as but not limited to, setoff; (ii) initiate judicial
                    or
                    non-judicial foreclosure against any real or personal property
                    collateral;
                    (iii) exercise any judicial or power of sale rights, or (iv)
                    act in a
                    court of law to obtain an interim remedy, such as but not limited
                    to,
                    injunctive relief, writ of possession or appointment of a receiver,
                    or
                    additional or supplementary
                    remedies.

                


        

        


        
          	
                  (g)

                	
                  The
                    filing of a court action is not intended to constitute a waiver
                    of the
                    right of any party, including the suing party, thereafter to
                    require
                    submittal of the Claim to
                    arbitration.

                


        

        


        
          	
                  (h)

                	
                  By
                    agreeing to binding arbitration, the parties irrevocably and
                    voluntarily
                    waive any right they may have to a trial by jury in respect of
                    any Claim.
                    Furthermore, without intending in any way to limit this agreement
                    to
                    arbitrate, to the extent any Claim is not arbitrated, the parties
                    irrevocably and voluntarily waive any right they may have to
                    a trial by
                    jury in respect of such Claim. This provision is a material inducement
                    for
                    the parties entering into this
                    agreement.

                


        

        


        11.5    Severability;
          Waivers.
          If any
          part of this Agreement is not enforceable, the rest of the Agreement may
          be
          enforced. The Bank retains all rights, even if it makes a loan after default.
          If
          the Bank waives a default, it may enforce a later default. Any consent
          or waiver
          under this Agreement must be in writing.

        


        11.6    Attorneys’
          Fees.
          The
          Borrowers shall reimburse the Bank for any reasonable costs and attorneys’ fees
          incurred by the Bank in connection with the enforcement or preservation
          of any
          rights or remedies under this Agreement and any other documents executed
          in
          connection with this Agreement, and in connection with any amendment, waiver,
          “workout” or restructuring under this Agreement. In the event of a lawsuit or
          arbitration proceeding, the prevailing party is entitled to recover costs
          and
          reasonable attorneys’ fees incurred in connection with the lawsuit or
          arbitration proceeding, as determined by the court or arbitrator. In the
          event
          that any case is commenced by or against the Borrowers under the Bankruptcy
          Code
          (Title 11, United States Code) or any similar or successor statute, the
          Bank is
          entitled to recover costs and reasonable attorneys’ fees incurred by the Bank
          related to the preservation, protection, or enforcement of any rights of
          the
          Bank in such a case. As used in this paragraph, “attorneys’ fees” includes the
          allocated costs of the Bank’s in-house counsel.

        


        11.7    Joint
          and Several Liability.
          This
          paragraph shall apply if two or more Borrowers sign this agreement:

        


        
          	
                  (a)
                    

                	
                  Each
                    Borrower agrees that it is jointly and severally liable to the
                    Bank for
                    the payment of all obligations arising under this Agreement,
                    and that such
                    liability is independent of the obligations of the other Borrower(s).
                    Each
                    obligation, promise, covenant, representation and warranty in
                    this
                    Agreement shall be deemed to have been made by, and be binding
                    upon, each
                    Borrower, unless this Agreement expressly provides otherwise.
                    The Bank may
                    bring an action against any Borrower, whether an action is brought
                    against
                    the other Borrower(s).

                


        

        


        
          	
                  (b)

                	
                  Each
                    Borrower agrees that any release which may be given by the Bank
                    to the
                    other Borrower(s) or any guarantor will not release such Borrower
                    from its
                    obligations under this Agreement.

                


        

        


        
          	
                  (c)

                	
                  Each
                    Borrower waives any right to assert against the Bank any defense,
                    setoff,
                    counterclaim, or claims which such Borrower may have against
                    the other
                    Borrower(s) or any other party liable to the Bank for the obligations
                    of
                    the Borrowers under this Agreement.

                


        

        


        
          	
                  (d)

                	
                  Each
                    Borrower waives any defense by reason of any other Borrower’s or any other
                    person’s defense, disability, or release from liability. The Bank can
                    exercise its rights against each Borrower even if any other Borrower
                    or
                    any other person no longer is liable because of a statute of
                    limitations
                    or for other reasons.

                


        

        


        
          	
                  (e)

                	
                  Each
                    Borrower agrees that it is solely responsible for keeping itself
                    informed
                    as to the financial condition of the other Borrower(s) and of
                    all
                    circumstances which bear upon the risk of nonpayment. Each Borrower
                    waives
                    any right it may have to require the Bank to disclose to such
                    Borrower any
                    information which the Bank may now or hereafter acquire concerning
                    the
                    financial condition of the other
                    Borrower(s).

                


        

         

        
          
            
            

          

          
            -17-

            
              

            

          

          
            
            

          

        

         

        
          	
                  (f)

                	
                  Each
                    Borrower waives all rights to notices of default or nonperformance
                    by any
                    other Borrower under this Agreement. Each Borrower further waives
                    all
                    rights to notices of the existence or the creation of new indebtedness
                    by
                    any other Borrower and all rights to any other notices to any
                    party liable
                    on any of the credit extended under this
                    Agreement.

                


        

        


        
          	
                  (g)

                	
                  The
                    Borrowers represent and warrant to the Bank that each will derive
                    benefit,
                    directly and indirectly, from the collective administration and
                    availability of credit under this Agreement. The Borrowers agree
                    that the
                    Bank will not be required to inquire as to the disposition by
                    any Borrower
                    of funds disbursed in accordance with the terms of this
                    Agreement.

                


        

        


        
          	
                  (h)

                	
                  Until
                    all obligations of the Borrowers to the Bank under this Agreement
                    have
                    been paid in full and any commitments of the Bank or facilities
                    provided
                    by the Bank under this Agreement have been terminated, each Borrower
                    (a)
                    waives any right of subrogation, reimbursement, indemnification
                    and
                    contribution (contractual, statutory or otherwise), including
                    without
                    limitation, any claim or right of subrogation under the Bankruptcy
                    Code
                    (Title 11, United States Code) or any successor statute, which
                    such
                    Borrower may now or hereafter have against any other Borrower
                    with respect
                    to the indebtedness incurred under this Agreement; (b) waives
                    any right to
                    enforce any remedy which the Bank now has or may hereafter have
                    against
                    any other Borrower, and waives any benefit of, and any right
                    to
                    participate in, any security now or hereafter held by the
                    Bank.

                


        

        


        
          	
                  (i)

                	
                  Each
                    Borrower waives any right to require the Bank to proceed against
                    any other
                    Borrower or any other person; proceed against or exhaust any
                    security; or
                    pursue any other remedy. Further, each Borrower consents to the
                    taking of,
                    or failure to take, any action which might in any manner or to
                    any extent
                    vary the risks of the Borrowers under this Agreement or which,
                    but for
                    this provision, might operate as a discharge of the
                    Borrowers.

                


        

        


        11.8    One
          Agreement.
          This
          Agreement and any related security or other agreements required by this
          Agreement, collectively:

        


        
          	
                  (a)

                	
                  represent
                    the sum of the understandings and agreements between the Bank
                    and the
                    Borrowers concerning this credit;

                


        

        


        
          	
                  (b)

                	
                  replace
                    any prior oral or written agreements between the Bank and the
                    Borrowers
                    concerning this credit; and

                


        

        


        
          	
                  (c)

                	
                  are
                    intended by the Bank and the Borrowers as the final, complete
                    and
                    exclusive statement of the terms agreed to by
                    them.

                


        

        


        In
          the
          event of any conflict between this Agreement and any other agreements required
          by this Agreement, this Agreement will prevail. Any reference in any related
          document to a “promissory note” or a “note” executed by the Borrowers and dated
          as of the date of this Agreement shall be deemed to refer to this Agreement,
          as
          now in effect or as hereafter amended, renewed, or restated.

        


        ORAL
          AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
          FROM
          ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
          LAW.

        


        11.9    Disposition
          of Schedules and Reports.
          The
          Bank will not be obligated to return any schedules, invoices, statements,
          budgets, forecasts, reports or other papers delivered by the Borrowers.
          The Bank
          will destroy or otherwise dispose of such materials at such time as the
          Bank, in
          its discretion, deems appropriate.

        


        11.10    Intentionally
          Omitted.

        


        11.11    Verification
          of Receivables.
          The
          Bank may at any time, either orally or in writing, request confirmation
          from any
          debtor of the current amount and status of the accounts receivable upon
          which
          such debtor is obligated.

        


        11.12    Waiver
          of Confidentiality.
          The
          Borrowers authorize the Bank to discuss the Borrowers’ financial affairs and
          business operations with any accountants, auditors, business consultants,
          or
          other professional advisors employed by the Borrowers, and authorize such
          parties to disclose to the Bank such financial and business information
          or
          reports (including management letters) concerning the Borrowers as the
          Bank may
          request.

        


        11.13    Indemnification.
          The
          Borrowers will indemnify and hold the Bank harmless from any loss, liability,
          damages, judgments, and costs of any kind relating to or arising directly
          or
          indirectly out of (a) this Agreement or any document required hereunder,
          (b) any
          credit extended or committed by the Bank to the Borrowers hereunder, (c)
          any
          claim, whether well-founded or otherwise, that there has been a failure
          to
          comply with any law regulating the Borrowers’ sales or leases to or performance
          of services for debtors obligated upon the Borrowers’ accounts receivable and
          disclosures in connection therewith, and (d) any litigation or proceeding
          related to or arising out of this Agreement, any such document, any such
          credit,
          or any such claim. This indemnity includes but is not limited to attorneys’ fees
          (including the allocated cost of in-house counsel). This indemnity extends
          to
          the Bank, its parent, subsidiaries and all of their directors, officers,
          employees, agents, successors, attorneys, and assigns. This indemnity will
          survive repayment of the Borrowers’ obligations to the Bank. All sums due to the
          Bank hereunder shall be obligations of the Borrowers, due and payable
          immediately without demand. This indemnity shall not include any loss,
          liability, damages, judgment or cost determined by court of competent
          jurisdiction to have resulted from the Bank’s gross negligence or willful
          misconduct.

         

        
          
            
            

          

          
            -18-

            
              

            

          

          
            
            

          

        

        


        11.14    Notices.
          Unless
          otherwise provided in this Agreement or in another agreement between the
          Bank
          and the Borrowers, all notices required under this Agreement shall be personally
          delivered or sent by first class mail, postage prepaid, or by overnight
          courier,
          to the addresses on the signature page of this Agreement, or sent by facsimile
          to the fax numbers listed on the signature page, or to such other addresses
          as
          the Bank and the Borrowers may specify from time to time in writing. Notices
          and
          other communications shall
          be
          effective (i) if mailed, upon the earlier of receipt or five (5) days after
          deposit in the U.S. mail, first class, postage prepaid, (ii) if telecopied,
          when
          transmitted, or (iii) if hand-delivered, by courier or otherwise (including
          telegram, lettergram or mailgram), when delivered.

        


        11.15    Headings.
          Article
          and paragraph headings are for reference only and shall not affect the
          interpretation or meaning of any provisions of this Agreement.

        


        11.16    Counterparts.
          This
          Agreement may be executed in as many counterparts as necessary or convenient,
          and by the different parties on separate counterparts each of which, when
          so
          executed, shall be deemed an original but all such counterparts shall constitute
          but one and the same agreement.

        


        11.17    Borrowing
          Agent.
          Each
          Borrower hereby irrevocably designates and appoints Radiant to be its attorney
          and agent-in-fact with respect to all matters under and pertaining to this
          Agreement, including without limitation, in connection with advance and
          interest
          rate requests and designation procedures set forth in this Agreement, and
          in
          connection with all procedures regarding the giving of notice to the Borrowers,
          or any one or more of them set forth in this Agreement and to borrower,
          request
          advances, sign and endorse notes, and execute and deliver all instruments,
          documents, writings and further assurances now or hereafter required hereunder,
          on behalf of each such Borrower in connection with this Agreement or any
          related
          document, and hereby authorizes the Bank to pay over or credit all proceeds
          of
          any advances hereunder in accordance with the requests and instructions
          of
          Radiant, including without limitation, instructions to pay such proceeds
          to
          Radiant or an account maintained or controlled by Radiant. The Bank may
          rely on
          all communications and instructions of any kind received from Radiant as
          though
          such communication or instruction had been received from each
          Borrower.

        


        This
          Agreement is executed as of the date stated at the top of the first
          page.

         

        
          
            
            

          

          
            -19-

            
              

            

          

          
            
            

          

        

         

        
          	Borrowers: 	 	Bank:
	 	
                	 	 	 
	Radiant
                  Logistics, Inc.	 	Bank
                  of America, N.A.
	 	 	 	 	 
	By:	/s/ Bohn
                  H. Crain	 	By:	/s/ 
	 	
                  

                	 	 	
                  

                
	 	Bohn
                  H. Crain, CEO & CFO	 	 	Authorized
                  Signer
	 	 	 	 	 
	Airgroup
                  Corporations	 	 	 
	 	 	 	 	 
	By:	/s/
                  Bohn H. Crain	 	 	 
	 	
                  

                	 	 	 
	 	Bohn
                  H. Crain, CEO	 	 	 


        

         

        
          	 	 	 
	 	 	 
	
                  Address
                    where notices to Radiant Logistics, Inc. are to be sent:

                	 	
                  Address
                    where notices to the Bank are to be sent:

                
	 	 	 
	
                  1604
                    Locust Street, 3rd
                    Flr

                  Philadelphia,
                    PA 19103

                	 	
                  Seattle
                    - Attn: Notice Desk

                  WA1-501-13-03

                  800
                    Fifth Avenue

                  Seattle,
                    WA 98104-3122

                
	 	 	 
	
                  Telephone:
                    

                	
                  215-545-2863

                	 	
                  Facsimile:
                    

                	
                  206-358-3286

                
	
                  Facsimile:
                    

                	
                  212-545-2862

                	 	 	 
	 	 	 
	 	 	 
	
                  Address
                    where notices to Airgroup Corporation are to be sent:

                	 	 
	 	 	 
	
                  1227
                    120th
                    Avenue Northeast

                  Bellevue,
                    WA 980105

                	 	 
	 	 	 
	
                  Telephone:
                    

                	 	 	 	 
	
                  Facsimile:
                    

                	
                   

                	 	 	 


        

         

        
 

        
          
            
            

          

          -20-