**Exhibit 2.2**

**SECOND AMENDED ANDRESTATED LOAN****AND SECURITY AGREEMENT**

**THIS SECOND AMENDED LOAN ANDSECURITY AGREEMENT**, (“Agreement”) dated as of August 31,2006, is entered into by and between **EBIX, INC**.**f/k/a****EBIX.COM, INC**.,a Delaware corporation (the “Borrower”), and **LASALLEBANK NATIONAL ASSOCATION**, anational banking association (the “Bank”).

**WHEREAS**,the Bank has previously loaned or committed to loan to the Borrower theoriginal principal sum of up to $5,000,000.00, comprised of a certain RevolvingCredit Loan Commitment not to exceed the sum of $5,000,000.00 as evidenced,secured and governed by, among other documentation, that certain Business LoanAgreement dated as of October 31, 2003 by and between the Borrower and the Bank(the “**Original Revolving Credit Loan**”), whichwas amended and restated by that certain Amended & Restated Loan andSecurity Agreement dated as of April 21, 2004, the First Amendment to Amended& Restated Loan and Security Agreement dated as of July 1, 2004, and theSecond Amendment to Amended & Restated Loan and Security Agreement dated asof December 31, 2004, and the Third Amendment to Amended & Restated Loanand Security Agreement dated as of October 20, 2005 (collectively the “**Original Loan Agreement**”);

**WHEREAS,** theBorrower desires to increase the amount of the Original Revolving Credit Loanto $12,000,000 borrow an additional $2,000,000 pursuant to the terms of thisAgreement;

**WHEREAS,** theparties desire to amend and restate the Original Loan Agreement in its entiretyto reflect the revised credit facilities; and

**WHEREAS,**pursuant to the Borrower’s request, the Bank is willing to extend suchfinancial accommodations to the Borrower under the terms and conditions setforth herein.

**NOW THEREFORE**,in consideration of the mutual covenants set forth herein, the parties heretoagree as follows:

**ARTICLE 1**

**DEFINITIONS.**

**1.1.        **Definitions; Other InterpretiveProvisions.  When used herein, the following terms havethe following meanings (such definitions to be applicable to boththe singular and plural forms of such terms):

“Account Debtor” shall mean any partywho is obligated on any Account, Contract Right, Chattel Paper or GeneralIntangible.

“Affiliate” shall mean any Personwhich, directly or indirectly, owns or controls, on an aggregate basis,including all beneficial ownership and ownership or control as a trustee,guardian or other fiduciary, any of the outstanding Capital Securities havingordinary voting power to elect a majority of the board of directors(irrespective of whether, at the time, Capital Securities of any other class orclasses of such corporation have or might have voting power by reason of thehappening of any contingency) of the Borrower, or which controls, is controlledby or is under common control with the Borrower or any stockholders of theBorrower.  For purposes hereof, “control”means the possession, directly or indirectly, of the power to direct or causethe direction of management and policies, whether through the ownership ofvoting securities, by contract or otherwise.

“Asset Disposition” shall mean thesale, lease, assignment or other transfer for value (each a “Disposition”) bythe Borrower or any Subsidiary to any Person (other than the Borrower or anySubsidiary) of any asset or right of 

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theBorrower or any Subsidiary (including, the loss, destruction or damage of anythereof or any actual or threatened (in writing to the Borrower or suchSubsidiary) condemnation, confiscation, requisition, seizure or takingthereof), other than (a) the Disposition of any asset which is to be replaced,and is in fact replaced, within thirty (30) days with another asset performingthe same or a similar function, (b) the sale or lease of inventory in theordinary course of business.

“Authorized Borrower Representative”shall mean any of Robin Raina, Chairman, Chief Executive Officer and Presidentof Borrower or Richard J. Baum, Chief Financial Officer and Vice President ofBorrower, or such other person or person approved by resolution of the Board ofDirectors of the Borrower from time to time, a certified copy of whichresolution shall be delivered to the Bank.

“Bank” shall mean LaSalle Bank,National Association, a national banking association with its principal placeof business at 135 S. LaSalle Street, Chicago, Illinois 60603.

“Bank Products” shall mean any serviceor facility extended to the Borrower or any Subsidiary by the Bank or anyAffiliate of the Bank, including:  (a)credit cards, (b) credit card processing services, (c) debit cards, (d) purchasecards, (e) ACH Transactions, (f) cash management, including controlleddisbursement, accounts or services, or (g) hedging agreements.

“Borrower” shall mean Ebix, Inc. f/k/aEbix.com, Inc., a Delaware corporation, having its principal place of businessat 1900 E. Golf Road, Suite 1200, Schaumburg, Illinois, 60173.

“Business Day” shall mean any day,other than a Saturday or Sunday, on which commercial banks are open fordomestic business in Chicago, Illinois.

“Capital Lease” shall mean, as to anyPerson, a lease of any interest in any kind of property or asset, whether real,personal or mixed, or tangible or intangible, by such Person, as lessee, thatis, or should be, in accordance with Financial Accounting Standards BoardStatement No. 13, as amended from time to time, or, if such statement is notthen in effect, such statement of GAAP as may be applicable, recorded as a “capitallease” on the financial statements of such Person prepared in accordance withGAAP.

“Capital Securities” shall mean, withrespect to any Person, all shares, interests, participations or otherequivalents (however designated, whether voting or non-voting) of such Person’scapital, whether now outstanding or issued or acquired after the date hereof,including common shares, preferred shares, membership interests in a limitedliability company, limited or general partnership interests in a partnership,warrants, convertible debentures or any other equivalent of such ownershipinterest and all agreements, instruments and documents convertible, in whole orin part, into any one or more of the foregoing.

“Closing Date” shall mean August 31,2006.

“Collateral” shall have the meaningspecified in Section 5.1.

“Collateral Access Agreement” shallmean an agreement in form and substance reasonably satisfactory to the Bankpursuant to which a mortgagee or lessor of real property on which Collateral isstored or otherwise located, or a warehouseman, processor or other bailee ofInventory or other property owned by the Borrower or any Subsidiary,acknowledges the Liens of the Bank and waives any Liens held by such Person onsuch property, and, in the case of any such agreement with a mortgagee orlessor, permits the Bank reasonable access to and use of such real propertyfollowing the occurrence and during the continuance of an Event of Default toassemble, complete and sell any collateral stored or otherwise located thereon.

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“Computer Hardware and Software” shallmean all of the Borrower’s rights (including rights as licensee and lessee)with respect to (i) computer and other electronic data processinghardware, including all integrated computer systems, central processing units,memory units, display terminals, printers, computer elements, card readers,tape drives, hard and soft disk drives, cables, electrical supply hardware,generators, power equalizers, accessories, peripheral devices and other relatedcomputer hardware; (ii) all Software and all software programs designedfor use on the computers and electronic data processing hardware described in clause (i)above, including all operating system software, utilities and applicationprograms in whatsoever form (source code and object code in magnetic tape, diskor hard copy format or any other listings whatsoever); (iii) any firmwareassociated with any of the foregoing; and (iv) any documentation forhardware, software and firmware described in clauses (i), (ii)and (iii) above, including flow charts, logic diagrams, manuals,specifications, training materials, charts and pseudo codes.

“Contract Right” shall mean any rightof the Borrower to payment under a contract for the sale or lease of goods orthe rendering of services, which right is at the time not yet earned byperformance.

“Debt” shall mean, with respect to thesubject Person, all of the following items of indebtedness, obligation orliability, whether matured or unmatured, liquidated or unliquidated, direct orindirect, or joint or several:

(A)          AllObligations of such Person;

(B)           Allindebtedness in effect guaranteed, directly or indirectly, in any manner, orendorsed (other than for collection or deposit in the ordinary course ofbusiness) or discounted with recourse;

(C)           Allindebtedness in effect guaranteed, directly or indirectly through agreements,contingent or otherwise: (1) to purchase such indebtedness, or (2) to purchase,sell or lease (as lessee or lessor) property, products, materials or suppliesor to purchase or sell services, primarily for the purpose of enabling thedebtor to make payment of such indebtedness or to assure the owner of the indebtednessagainst loss, or (3) to supply funds to or in any other manner invest in anyPerson;

(D)          Allindebtedness secured (or for which the holder of such indebtedness has a right,contingent or otherwise, to be secured) by any mortgage, trust deed, deed oftrust, pledge, lien, security interest or other charge or encumbrance uponproperty owned or acquired subject thereto, whether or not the liabilitiessecured thereby have been assumed; and

(E)           Allindebtedness incurred as the lessee of goods or services under leases that, inaccordance with GAAP, are or should be reflected on the lessee’s balance sheetas a Capital Lease.

“Default Rate” shall mean a per annumrate of interest equal to the Prime Rate plus five percent (5%).

“EBITDA” shall mean for any period,the Net Earnings (or loss) for Borrower for such period, plus to the extentincluded in determining Net Earnings (or loss), the sum of the following: (A)interest expense of Borrower, (B) income tax expense of Borrower, (C)depreciation, amortization, and similar non-cash charges of Borrower, and (D)extraordinary losses of Borrower, minus extraordinary gains of Borrower.

“Environmental Laws” shall mean anyfederal, state or local Law, statute, ordinance, order, decree, rule orregulation relating to releases, discharges, emissions or disposals to air,water, land or groundwater, to the withdrawal or use of groundwater, to theuse, handling or disposal of polychlorinated biphenyls, asbestos or ureaformaldehyde, to the treatment, storage, disposal or management of HazardousSubstances, to exposure to toxic, hazardous or other controlled, prohibited orregulated substances and to the transportation, storage, disposal, managementor release of gaseous or other liquid substances, including the ComprehensiveEnvironmental 

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Response,Compensation and Liability Act of 1980, as amended by the Superfund Amendmentsand Reauthorization Act of 1986, 42 USC §9601 etseq., theResource, Conservation and Recovery Act of 1976, as amended by the HazardousSolid Waste Amendments of 1984, 42 USC §6901 etseq., the ToxicSubstances Control Act, 15 USC §2601 etseq., the OccupationalSafety and Health Act of 1970, 29 USC §651 etseq., the Clean AirAct of 1966, as amended, 42 USC §7401 etseq., and the FederalWater Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC§1251 etseq., and all rules, regulations and guidance documentspromulgated pursuant thereto or published thereunder.

“ERISA” shall mean the EmployeeRetirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means each entitywhich is treated as a single employer with Borrower for purposes of Section 414of the Internal Revenue Code.

“Event of Default” shall have themeaning specified in Section 10.1.

“Financial Statements” shall mean, atany time, the audited financial statements of the Borrower for its mostrecently ended fiscal year, the unaudited financial statements for the mostrecently ended quarterly accounting period of the Borrower, and any othersimilar information and reports concerning the financial affairs of theBorrower (including without limitation pro forma financial statements), copiesof which have been furnished to the Bank.

“GAAP” shall mean generally acceptedaccounting principles consistently applied throughout the period involved.

“General Intangibles” shall mean all “generalintangibles” as defined in the UCC, and in any event shall include withoutlimitation the choses in action, designs, patents, trademarks, service marks,trade names, copyrights, trade secrets, customer lists, inventions, Software,software programs, good will, applications for registration, registrations,licenses, franchises, customer lists, tax refund claims, guarantee claims,security interest, rights to indemnification and all other intangible propertyof every nature (other than Accounts).

“Governmental Authority” shall meanthe United States of America, any state, territory or district thereof, and anyother political subdivision or body politic created pursuant to any applicableLaw, and any court, agency, department, commission, board, bureau orinstrumentality of any of the foregoing.

“Hazardous Substances” shall mean (i)any hazardous or toxic substance, chemical or waste, or any pollutant orcontaminant defined as such in any now or hereafter existing Environmental Law,(ii) asbestos, (iii) radon, (iv) petroleum, its derivative by-products andother hydrocarbons, (v) polychlorinated biphenyls, (vi) explosives, (vii)radioactive materials and (viii) any additional substances or materials whichat any time are classified or considered to be hazardous or toxic under anyEnvironmental Laws.

“Intellectual Property” means allpast, present and future:  trade secrets,know-how and other proprietary information; trademarks, Internet domain names,service marks, trade dress, trade names, business names, designs, logos,slogans (and all translations, adaptations, derivations and combinations of theforegoing) indicia and other source and/or business identifiers, and thegoodwill of the business relating thereto and all registrations or applicationsfor registrations which have heretofore been or may hereafter be issued thereonthroughout the world; copyrights (including copyrights for computer programs)and copyright registrations or applications for registrations which haveheretofore been or may hereafter be issued throughout the world and alltangible property embodying the copyrights; unpatented inventions (whether ornot patentable); patent applications and patents; industrial designs,industrial design applications and registered industrial designs; licenseagreements related to any of the foregoing and income therefrom; books,records, writings, computer tapes or disks, flow diagrams, specificationsheets, 

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computersoftware, source codes, object codes, executable code, data, databases andother physical manifestations, embodiments or incorporations of any of theforegoing; the right to sue for all past, present and future infringements ofany of the foregoing; all other intellectual property; and all common law andother rights throughout the world in and to all of the foregoing.

“Interest Period” shall meansuccessive one, two or three month periods, beginning and ending as provided inthis Agreement.

“Laws” shall mean any federal, stateor local law, statute, ordinance, order, decree, rule or regulation.

“LIBOR” shall mean a rate of interestequal to (a) the per annum rate of interest at which United States dollardeposits for a period equal to the relevant Interest Period are offered in theLondon Interbank Eurodollar market at 11:00 a.m. (London time) two BusinessDays prior to the commencement of such Interest Period (or three Business Daysprior to the commencement of such Interest Period if banks in London, Englandwere not open and dealing in offshore United States dollars on such secondpreceding Business Day), as displayed in the *BloombergFinancial Markets* system (or other authoritative source selected bythe Bank in its sole discretion), divided by (b) a number determined by subtractingfrom 1.00 the then stated maximum reserve percentage for determining reservesto be maintained by member banks of the Federal Reserve System for Eurocurrencyfunding or liabilities as defined in Regulation D (or any successor category ofliabilities under Regulation D), or as LIBOR is otherwise determined by theBank in its sole and absolute discretion. The Bank’s determination of LIBOR shall be conclusive, absent manifesterror.

“LIBOR Loan” or “LIBOR Loans”shall mean that portion, and collectively those portions, of the aggregateoutstanding principal balance of the Loan that bears interest at the LIBORRate.

“LIBOR Rate” shall mean (A) withrespect to the Revolving Credit Loan a rate of interest equal to LIBOR plus1.50% which LIBOR Rate shall remain fixed during such Interest Period; (B) withrespect to the Term Loan a rate of interest equal to LIBOR plus 2.25%which LIBOR Rate shall remain fixed during such Interest Period.

“Lien” shall mean, with respect to anyPerson, any interest granted by such Person in any real or personal property,asset or other right owned or being purchased or acquired by such Person(including, without limitation, an interest in respect of a Capital Lease)which secures payment or performance of any obligation and shall include anymortgage, lien, encumbrance, title retention lien, charge or other securityinterest of any kind, whether arising by contract, as a matter of law, byjudicial process or otherwise.

“Loan” shall mean the Revolving CreditLoan and the Term Loan.

“Loan Documents” shall mean each ofthe agreements, documents, instruments and certificates set forth in Section3.1 hereof, and any and all such other instruments, documents, certificates andagreements from time to time executed and delivered by the Borrower or any ofits Subsidiaries for the benefit of the Bank pursuant to any of the foregoing,and all amendments, restatements, supplements and other modifications thereto.

“Material Adverse Effect” shall mean(A) a material adverse change in, or a material adverse effect upon, theassets, business, properties,  prospects,condition (financial or otherwise) or results of operations of the Borrower andits Subsidiaries taken as a whole, (B) a material impairment of the ability ofthe Borrower and its Subsidiaries to perform any of the Obligations under anyof the Loan Documents, or (C) a material adverse effect on (i) any substantialportion of the Collateral,  (ii) thelegality, validity, binding effect or enforceability against the Borrower andits Subsidiaries of any of the Loan Documents, (iii) the perfection or priorityof any Lien granted to the Bank under any Loan Document, or (iv) the rights orremedies of the Bank under any Loan Document.

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“Net Cash Proceeds” shall mean:

(A)          withrespect to any Asset Disposition, the aggregate cash proceeds (including cashproceeds received pursuant to policies of insurance or by way of deferredpayment of principal pursuant to a note, installment receivable or otherwise,but only as and when received) received by the Borrower pursuant to such AssetDisposition net of (i) the direct costs relating to such sale, transfer orother disposition (including sales commissions and legal, accounting andinvestment banking fees), (ii) taxes paid or reasonably estimated by theBorrower to be payable as a result thereof (after taking into account anyavailable tax credits or deductions and any tax sharing arrangements), and(iii) amounts required to be applied to the repayment of any Debt secured by aLien on the asset subject to such Asset Disposition (other than the Loans);

(B)           withrespect to any issuance of Capital Securities, the aggregate cash proceedsreceived by the Borrower pursuant to such issuance, net of the direct costsrelating to such issuance (including sales and underwriters’ commissions); and

(C)           withrespect to any issuance of Debt, the aggregate cash proceeds received by theBorrower pursuant to such issuance, net of the direct costs of such issuance(including up-front, underwriters’ and placement fees).

“Net Earnings” shall mean, withrespect to any Person and for any period, the amount of such Person’s netincome after taxes, determined in accordance with GAAP, excluding therefrom anygains and losses from dispositions of fixed assets, income and losses fromdiscontinued operations, gains and losses from disposition of discontinuedoperations and extraordinary items.

“Non-Tangible Collateral” means,with respect to any debtor, collectively, such debtor’s Accounts, ContractRights and General Intangibles.

“Note” shall mean the Revolving CreditNote and the Term Note.

“Obligations” shall mean, with respectto any Person, all of such Person’s liabilities, obligations and indebtednessto the Bank of any and every kind and nature, including the Loans, such Person’sother liabilities and obligations to the Bank under this Agreement, and suchPerson’s liabilities and obligations to the Bank under any other Bank Product,agreement, document or instrument, (including any guaranty of another Person’sObligations), whether heretofore, now or hereafter owing, arising, due orpayable by or from such Person to the Bank, howsoever evidenced, created,incurred, acquired or owing, and whether joint, several, primary, secondary,direct, contingent, fixed or otherwise.

“Obligor” shall mean the Borrower, anySubsidiary of the Borrower, accommodation endorser, third party pledgor, or anyother party liable with respect to the Obligations.

“PBGC” means the Pension BenefitGuaranty Corporation.

“Permitted Liens” shall mean (A) liens and security interestsecuring Obligations owed by Borrower to Bank; (B) liens for taxes,assessments, or similar charges either not yet due to being contested in goodfaith; (C) liens of materialmen, mechanics, warehouseman, or carriers, or otherlike liens arising in the ordinary course of business and securing obligationswhich are not yet delinquent; (D) purchase money liens or purchase moneysecurity interests upon or in any property acquired or held by Borrower tosecure indebtedness outstanding on the date of this Agreement. or permitted tobe incurred under this Agreement; (E) liens and security interests which, as ofthe date of this Agreement, have been disclosed to and approved by the Bank inwriting; (F) those liens and security interests which in the aggregateconstitute an immaterial and insignificant monetary amount with respect to thenet value of

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Borrower’sassets; and (G) a lien in favor of Craig Wm. Earnshaw and Colleen Earnshaw onthe stock of LifeLink Corporation, a Subsidiary of Borrower.

“Person” shall mean any individual,corporation, partnership, association, joint-stock company, trust, unincorporatedassociation, joint venture, court, Governmental Authority, or any other similarentity.

“Premises” shall mean the Borrower’sprincipal place of business located at 1900 E. Golf Road, Suite 1200,Schaumburg, Illinois, 60173.

“Prime Loan” or “Prime Loans”shall mean that portion, and collectively, those portions of the aggregateoutstanding principal balance of the Loan that bears interest at the PrimeRate.

“Prime Rate” shall mean the rate ofinterest referred to by the Bank from time to time as its prime rate, as fixedby the management of the Bank for the guidance of its loan officers, whether ornot such rate is otherwise published, with each change in such prime rate totake effect on the same day as the determination of each change by the Bank.  Such rate is not necessarily the mostfavorable rate offered by the Bank to its borrowers.

“Regulatory Change” shall mean theintroduction of, or any change in any applicable law, treaty, rule, regulationor guideline or in the interpretation or administration thereof by anygovernmental authority or any central bank or other fiscal, monetary or otherauthority having jurisdiction over the Bank or its lending office.

“Revolving Credit Loan” shall have themeaning specified in Section 2.1(A) of this Agreement.

“Revolving Credit Loan Commitment”shall have the meaning specified in Section 2.1(A) of this Agreement.

“Revolving Credit Loan Maturity Date”shall have the meaning specified in Section 2.1(A) of this Agreement.

“Revolving Credit Note” shall mean arevolving credit note in the form prepared by and acceptable to the Bank, datedas of the date hereof, in the amount of the Revolving Credit Loan Commitmentand maturing on the Revolving Credit Loan Maturity Date, duly executed by theBorrower and payable to the order of the Bank, together with any and allrenewal, extension, modification or replacement notes executed by the Borrowerand delivered to the Bank and given in substitution therefor.

“Senior Debt” shall mean, with respectto the Borrower, all of Borrower’s Debt to the Bank, including the Loan.

“Senior Debt to EBITDA Ratio” shallmean the ratio of Senior Debt to EBITDA.

“Special Collateral” shall have themeaning specified in Section 5.15 of this Agreement.

“Stockholders” shall mean thoseparties who own Capital Securities of Borrower.

“Subsidiary” shall mean, with respectto any Person, any corporation, partnership or similar entity of which fiftypercent (50%) or more of the outstanding Capital Securities having ordinaryvoting power is at the time, directly or indirectly, owned by such Personand/or one or more of such Person’s Subsidiaries (irrespective of whether, atthe time, Capital Securities of any other class or classes of such entity shallhave or might have voting power by reason of the happening of any contingency).

“Supplemental Documentation” means allagreements, instruments, documents, financing statements, 

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warehousereceipts, schedules of accounts assigned, mortgages, certificates of title andother written matter necessary or requested by the Bank to create, evidence,enforce, perfect or maintain perfected the Bank’s security interest in theCollateral and the Premises and to consummate the transactions contemplated inor by this Agreement and the other Loan Documents.

“Term Interest Rate” shall mean theBorrower’s floating per annum rate of interest equal to the Prime Rate or theLIBOR Rate.

“Term Loan” shall mean the directadvance made by the Bank to the Borrower in the form of a Term Loan under andpursuant to this Agreement, as set forth in Section 2.2 of this Agreement.

“Term Loan Commitment” shall mean TwoMillion and 00/100 Dollars ($2,000,000.00).

“Term Loan Mandatory Prepayment” shallhave the meaning set forth in Section 2.2(D) hereof.

“Term Loan Maturity Date” shall meanAugust 31, 2009, unless extended by the Bank pursuant to any modification,extension or renewal note executed by the Borrower and accepted by the Bank inits sole and absolute discretion in substitution for the Term Note.

“Term Note” shall mean a term note inthe form prepared by and acceptable to the Bank, dated as of the date hereof,in the amount of the Term Loan Commitment and maturing on the Term LoanMaturity Date, duly executed by the Borrower and payable to the order of theBank, together with any and all renewal, extension, modification or replacementnotes executed by the Borrower and delivered to the Bank and given insubstitution therefor.

“UCC” means the Uniform CommercialCode as in effect in the State of Illinois from time to time.

**1.2.        **Accounting Terms. Any accounting terms used in this Agreement which are not specificallydefined shall have the meaning customarily given them in accordance with GAAP; provided,however, that, in the event that changes in generally acceptedaccounting principles shall be mandated by the Financial Accounting StandardsBoard, or any similar accounting body of comparable standing, or shall berecommended by the Borrower’s certified public accountants, to the extent thatsuch changes would modify such accounting terms or the interpretation orcomputation thereof, such changes shall be followed in defining such accountingterms only from and after such date as the Borrower and the Bank shall haveamended this Agreement to the extent necessary to reflect any such changes inthe financial covenants and other terms and conditions of this Agreement.

**1.3.        **OtherTerms Defined in UCC.  All otherterms contained in this Agreement shall, when the context so indicates, havethe meanings provided for by the UCC, to the extent the same are used ordefined therein.

**ARTICLE 2**

**THE LOAN.**

**2.1.        **RevolvingCredit Loan.  

(A)          *Revolving Credit Loan Commitment. *Subject to the terms and conditions of this Agreement, theBank will make a revolving credit facility (the “Revolving Credit Loan Commitment”)available to the Borrower, pursuant to which the Bank may from time to timemake revolving credit advances (each, a “Revolving Credit Loan”) to theBorrower.  The aggregate amount ofadvances outstanding under the Revolving Credit Loan Commitment shall at notime exceed the sum of $12,000,000.00 (the “Revolving Credit Loan Commitment 

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Amount”).  Amountsborrowed under this Section may be repaid and reborrowed during the term ofthis Agreement.  The Revolving CreditLoan Commitment shall terminate on August 31, 2007 (the “Revolving Credit LoanMaturity Date”).  The proceeds ofRevolving Credit Loans shall be disbursed by deposit to the Borrower’s accountmaintained at the Bank or otherwise in accordance with the written instructionsof the Borrower or the other provisions of this Agreement.  Revolving Credit Loans shall be used by theBorrower solely for the acquisition of Finetre Corporation and working capitalpurposes.

(B)           *Payment of Revolving Credit Loans*.  All outstanding Revolving Credit Loanstogether with any accrued but unpaid interest thereon shall be repaid in fullon the Revolving Credit Loan Maturity Date. In addition, outstanding Revolving Credit Loans shall be repaid upondemand if and to the extent that they exceed the limitations imposed by Section2.1(A) above.  Borrower may repay andreborrow under the Revolving Credit Loan Commitment subject to the terms andconditions of this Agreement.  Also, ifthe Borrower chooses not to convert any Revolving Credit Loan which is a LIBORLoan to a Prime Loan as provided in Section 2.3(B) and Section 2.3(C), thensuch Revolving Credit Loan shall immediately be due and payable on the lastBusiness Day of the then existing Interest Period or on such earlier date asrequired by law, all without further demand, presentment, protest or notice ofany kind, all of which are hereby waived by the Borrower.

(C)           *Revolving Credit Loan Interest*.  Except as provided in this Section 2.1(C),the Revolving Credit Loans shall bear interest as follows: (i) the proceeds ofthe Revolving Credit Loans deposited into an interest bearing account (the “CashAccount”) at the Bank for the benefit of Borrower shall bear interest at theLIBOR Rate, and (ii) the remaining proceeds of the Revolving Credit Loans shallbear interest at a floating per-annum rate equal to the Prime Rate.  Accrued and unpaid interest on the unpaidprincipal balance of all LIBOR Loans shall be payable on the last Business Dayof each Interest Period, commencing on the first such date to occur after thedate hereof, on the date of any principal repayment of a LIBOR Loan and on theRevolving Credit Loan Maturity Date. Accrued and unpaid interest on Prime Loans shall be paid monthly inarrears commencing on November 1, 2006 and continuing on the first day of eachmonth thereafter.  Any Obligation of theBorrower which is not paid when due, whether at stated maturity, byacceleration or otherwise, shall bear interest payable on demand at the DefaultRate until paid.  In addition, after theoccurrence of any Event of Default and delivery to the Borrower of the Bank’snotice to charge post-default interest, all Obligations of the Borrower shallbear interest at the Default Rate.

**2.2.        **TermLoan.

(A)          *Term Loan Commitment*. Subject to the terms and conditions of this Agreement and the other LoanDocuments, and in reliance upon the representations and warranties of theBorrower set forth herein and in the other Loan Documents, the Bank agrees tomake a Term Loan equal to the Term Loan Commitment.  The Term Loan shall be available to theBorrower in a single principal advance on such date as the conditions set forthin ARTICLE 3 shall have been satisfied. The Term Loan shall be used by the Borrower for the acquisition of FinetreCorporation and to maintain the Borrower’s liquidity during theacquisition.  The Term Loan may beprepaid in whole or in part at any time without penalty subject to Section2.2(E), but shall be due in full on the Term Loan Maturity Date, unless thecredit extended under the Term Loan is otherwise accelerated, terminated orextended as provided in this Agreement.

(B)           *Term Loan Interest*. The principal amount of the Term Loan outstanding from time to timeshall bear interest at the applicable Term Interest Rate.  Accrued and unpaid interest on that portionof the principal balance of the Term Loan outstanding from time to time whichis a Prime Loan, shall be due and payable monthly, in arrears, commencing onSeptember 30, 2006 and continuing on the last day of each calendar monththereafter, and on the Term Loan Maturity Date. Accrued and unpaid interest on those portions of the principal balanceof the Term Loan outstanding from time to time which is a LIBOR Loan shall bepayable on the last Business Day of each Interest 

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Period, commencing on the first such date to occur after thedate hereof, on the date of any principal repayment of a LIBOR Loan and on theTerm Loan Maturity Date.

(C)           *Term Loan Principal Payments*.  The outstanding principal balance of the TermLoan shall be repaid in equal principal installments each in the amount ofFifty Five Thousand Five Hundred Fifty Five and 56/100 Dollars ($55,555.56),beginning on September 30, 2006, and continuing on the first day of each monththereafter, with a final payment of all outstanding principal and accruedinterest due on the Term Loan Maturity Date. Principal amounts repaid on the Term Note may not be borrowedagain.  Any amount of principal orinterest on the Term Loan which is not paid when due, whether at statedmaturity, by acceleration or otherwise, shall bear interest payable on demandat the Default Rate.  In addition,after the occurrence of any Event of Default and delivery to the Borrower ofthe Bank’s notice to charge post-default interest, all Obligations of theBorrower, including the Senior Debt, shall bear interest at the Default Rate.

(D)          *Term Loan Mandatory Prepayment*.  The Borrower shall make a prepayment of theNet Cash Proceeds specified below up to the outstanding principal amount of theTerm Loan (the “Term Loan Mandatory Prepayment”) until paid in full upon theoccurrence of any of the following events, at the following times and in thefollowing amounts:

(i)            Concurrentlywith the receipt by the Borrower or by any Subsidiary of any Net Cash Proceedsfrom any Asset Disposition, in an amount equal to 100% of such Net CashProceeds.

(ii)           Concurrentlywith the receipt by the Borrower of any Net Cash Proceeds from any issuance ofCapital Securities (excluding (a) any issuance of Capital Securities pursuantto any employee or director option program, benefit plan or compensationprogram, and (b) any issuance by a Subsidiary to the Borrower or anotherSubsidiary), in an amount equal to 100% of such Net Cash Proceeds.

(E)           *Term Loan Prepayments*.

(i)            *No Premium for Prepayment*. Provided that no Event of Default then exists under this Agreement orthe Loans, the Borrower may voluntarily prepay the principal balance of theTerm Loan without premium, in whole or in part at any time on or after the datehereof, subject to the following conditions:

(a)           Notless than thirty (30) days prior to the date upon which the Borrower desires tomake such prepayment, the Borrower shall deliver to the Bank written notice ofits intention to prepay the Term Loan, which notice shall be irrevocable andstate the prepayment amount and the prepayment date; and

(b)           TheBorrower shall pay to the Bank all accrued and unpaid interest on the Term Loanthrough the date of such prepayment on the principal balance beingprepaid.  Each prepayment of the Term Loanshall be applied to the scheduled installments of the Term Loan in inverseorder of maturity.

**2.3.        **AdditionalLIBOR Loan Provisions.

(A)          *LIBOR Loan Prepayments*. Notwithstanding anything to the contrary contained herein, the principalbalance of any LIBOR Loan may not be prepaid in whole or in part at anytime.  If, for any reason, a LIBOR Loanis paid prior to the last Business Day of any Interest Period, whethervoluntary, involuntary, by reason of acceleration or otherwise, each suchprepayment of a LIBOR Loan will be accompanied by the amount of accruedinterest on the amount prepaid and any and all costs, expenses, penalties andcharges incurred by the Bank as a result of the early termination or breakageof a LIBOR Loan, plus the amount, if any, by which (i) the additional interestwhich would have been payable during the Interest Period on the LIBOR Loanprepaid had it not been prepaid, exceeds (ii) the 

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interest which would have been recoverable by the Bank byplacing the amount prepaid on deposit in the domestic certificate of depositmarket, the eurodollar deposit market, or other appropriate money marketselected by the Bank, for a period starting on the date on which it was prepaidand ending on the last day of the Interest Period for such LIBOR Loan.  The amount of any such loss or expensepayable by the Borrower to the Bank under this section shall be determined inthe Bank’s sole discretion based upon the assumption that the Bank funded itsloan commitment for LIBOR Loans in the London Interbank Eurodollar market andusing any reasonable attribution or averaging methods which the Bank deemsappropriate and practical, provided, however, that the Bank is not obligated toaccept a deposit in the London Interbank Eurodollar market in order to chargeinterest on a LIBOR Loan at the LIBOR Rate.

(B)           *LIBOR Unavailability*. If the Bank determines in good faith (which determination shall beconclusive, absent manifest error) prior to the commencement of any InterestPeriod that (i) the making or maintenance of any LIBOR Loan would violate anyapplicable law, rule, regulation or directive, whether or not having the forceof law, (ii) United States dollar deposits in the principal amount, and forperiods equal to the Interest Period for funding any LIBOR Loan are notavailable in the London Interbank Eurodollar market in the ordinary course ofbusiness, (iii) by reason of circumstances affecting the London InterbankEurodollar market, adequate and fair means do not exist for ascertaining theLIBOR Rate to be applicable to the relevant LIBOR Loan, or (iv) the LIBOR Ratedoes not accurately reflect the cost to the Bank of a LIBOR Loan, the Bankshall promptly notify the Borrower thereof and, so long as the foregoingconditions continue, none of the Loans may be advanced as a LIBOR Loanthereafter.  In addition, at the Borrower’soption, each existing LIBOR Loan shall be immediately (i) converted to a PrimeLoan on the last Business Day of the then existing Interest Period, or (ii) dueand payable on the last Business Day of the then existing Interest Period,without further demand, presentment, protest or notice of any kind, all ofwhich are hereby waived by the Borrower.

(C)           *Regulatory Change*.  Inaddition, if, after the date hereof, a Regulatory Change shall, in thereasonable determination of the Bank, make it unlawful for the Bank to make ormaintain the LIBOR Loans, then the Bank shall promptly notify the Borrower andnone of the Loans may be advanced as a LIBOR Loan thereafter.  In addition, at the Borrower’s option, eachexisting LIBOR Loan shall be immediately (i) converted to a Prime Loan on thelast Business Day of the then existing Interest Period or on such earlier dateas required by law, or (ii) due and payable on the last Business Day of thethen existing Interest Period or on such earlier date as required by law, allwithout further demand, presentment, protest or notice of any kind, all ofwhich are hereby waived by the Borrower.

(D)          *LIBOR Indemnity*.  Ifany Regulatory Change, or compliance by the Bank or any Person controlling theBank with any request or directive of any governmental authority, central bankor comparable agency (whether or not having the force of law) shall (a) impose,modify or deem applicable any assessment, reserve, special deposit or similarrequirement against assets held by, or deposits in or for the account of orloans by, or any other acquisition of funds or disbursements by, the Bank; (b)subject the Bank or any LIBOR Loan to any tax, duty, charge, stamp tax or feeor change the basis of taxation of payments to the Bank of principal orinterest due from the Borrower to the Bank hereunder (other than a change inthe taxation of the overall net income of the Bank); or (c) impose on the Bankany other condition regarding such LIBOR Loan or the Bank’s funding thereof,and the Bank shall determine (which determination shall be conclusive, absentmanifest error) that the result of the foregoing is to increase the cost to, orto impose a cost on, the Bank or such controlling Person of making ormaintaining such LIBOR Loan or to reduce the amount of principal or interestreceived by the Bank hereunder, then the Borrower shall pay to the Bank or suchcontrolling Person, on demand, such additional amounts as the Bank shall, fromtime to time, determine are sufficient to compensate and indemnify the Bank forsuch increased cost or reduced amount.

(E)           *Interest Periods*.  Thefirst Interest Period for the LIBOR Loan shall commence on August 31,2006.  The final Interest Period must besuch that its expiration occurs on or before the Term Loan Maturity Date or the

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Revolving Credit Loan Maturity Date.

(F)           *Renewal*.  Each LIBORLoan shall automatically renew for the Interest Period, at the then currentLIBOR Rate unless the Borrower, pursuant to a subsequent notice received by theBank, shall convert all or a portion of such LIBOR Loan to a Prime Loan.  Each Interest Period occurring after theinitial Interest Period with respect to any LIBOR Loan shall commence on thesame day of each applicable month as the first day of the initial InterestPeriod.  Whenever the last day of anyInterest Period with respect to any LIBOR Loan would otherwise occur on a dayother than a Business Day, the last day of such Interest Period shall beextended to occur on the next succeeding Business Day.  Whenever an Interest Period with respect toany LIBOR Loan would otherwise end on a day of a month for which there is nonumerically corresponding day in the calendar month, such Interest Period shallend on the last day of such calendar month, unless such day is not a BusinessDay, in which event such Interest Period shall be extended to end on the nextBusiness Day.  Upon receipt by the Bankof such subsequent notice, the Borrower may, subject to the terms and conditionsof this Agreement, elect, as of the last day of the applicable Interest Period,to continue any LIBOR Loan having an Interest Period expiring on such day for anew Interest Period, or to convert any such LIBOR Loan to a Prime Loan.  Such notice shall, in the case of aconversion to a Prime Loan, be given before 11:00 a.m., Chicago time, on theproposed date of such conversion, specifying: (i) the proposed date ofconversion; (ii) the aggregate amount of Loans to be converted; and (iii) thetype of Loans resulting from the proposed conversion.   The Borrower may not elect a LIBOR Rate, andan Interest Period for a LIBOR Loan shall not automatically renew, with respectto any principal amount which is scheduled to be repaid before the last day ofthe applicable Interest Period, and any such amounts shall bear interest at thePrime Rate, until repaid.

**2.4.        **ExcessiveInterest.  If, at anytime, the interest rate and other charges imposed hereunder shall be deemed byany competent Governmental Authority to exceed the maximum rate of interestpermitted by any applicable Laws, for such time as the interest and suchcharges would be deemed excessive, its application shall be suspended and thereshall be charged instead the maximum rate of interest and charges permissibleunder such Laws.

**2.5.        **Applicationof Payments.  All payments,which are not prepayments, received from the Borrower for payment on the Loansshall be applied by the Bank first to unpaid interest due and payable on theLoan, second to any unpaid fees or expenses incurred by or owed to the Bank,third to any late charges or fees, and fourth to the reduction of the principaloutstanding on the Loan; provided, however, while applying payments tounpaid interest the Bank shall have the sole discretion to decide whether toapply such payments first to unpaid interest due and payable to the LIBOR Loansor to unpaid interest due and payable on the Prime Loans.

**2.6.        **FacilityFee.  The Borrower shallpay to Bank a non-refundable facility fee for the Term Loan in an amount equalto Fifteen Thousand Dollars and 00/100 ($15,000.00).

**2.7.        **No Setoff.  All payments received from the Borrowerhereunder shall be paid directly to the Bank without setoff or counterclaim inimmediately available funds.  The Bankshall send the Borrower statements of all amounts due hereunder, whichstatements shall be considered correct and conclusively binding on the Borrowerabsent manifest error.

**2.8.        **Change inRegulations.

(A)          If(x) Regulation D of the Board of Governors of the Federal ReserveSystem, or (y) the adoption of any applicable Law, treaty, rule,regulation or guideline, or any change therein, or any change in theinterpretation or administration thereof by any governmental authority, centralbank or comparable agency charged with the interpretation or administrationthereof, or compliance by Bank or its lending branch with any request ordirective (whether or not having the force of Law) of any such authority,central bank or comparable agency, (a) shall subject 

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Bank, its lending branch or any Loan to any tax, duty,change, stamp tax, fee, deduction, withholding or other charge in respect ofthis Agreement, any Loan or the obligation of Bank to make or maintain anyLoan, or shall change the basis of taxation of payments to Bank of theprincipal of or interest on any Loan or any other amounts due under thisAgreement in respect of any Loan or its obligation to make or maintain any Loan(except for changes in the rate of tax on the overall net income of Bankimposed by the federal, state or local jurisdiction in which Bank’s principalexecutive office or its lending branch is located); (b) shall impose,modify or deem applicable any reserve (including, without limitation, anyreserve imposed by the Board of Governors of the Federal Reserve System),special deposit or similar requirement against assets of, deposits with or forthe account of, or credit extended by, Bank; or (c) shall impose on Bankany penalty with respect to the foregoing or any other condition affecting thisAgreement, the Loan or the obligation of Bank to make or maintain the Loan; andthe result of any of (a) through (c) above is to increase the cost to (orto impose a cost on) Bank of making or maintaining the Loan, or to reduce theamount of any sum received or receivable by Bank under this Agreement then Bankshall notify Borrower after it receives final notice of any of the foregoingand, within 45 days after demand by Bank (which demand shall beaccompanied by a statement setting forth the basis of such demand), Borrowershall pay directly to Bank such additional amount or amounts as will compensatethe Bank for such increased cost or such reduction.

(B)           Ifeither (i) the introduction of or any change in or change in theinterpretation of any Law or regulation or (ii) compliance by Bank withany guideline or request from any central bank or other governmental authority(whether or not having the force of Law) affects or would affect the amount ofcapital required or expected to be maintained by Bank or any corporationcontrolling Bank and Bank determines that the amount of such capital isincreased solely by or solely based upon the existence of Bank’s commitment tolend hereunder and other commitments of this type, then, upon demand by Bank,Borrower shall immediately pay to Bank, from time to time as specified by Bank,additional amounts sufficient to compensate Bank in the light of suchcircumstances, to the extent that Bank reasonably determines such increase incapital to be allocable to the existence of Bank’s commitment to lendhereunder.

**ARTICLE 3**

**CONDITIONS PRECEDENT**

Theobligation of the Bank to make the Loans is subject to the following conditionsprecedent:

**3.1.        **Loan Documents. The Borrower shall have delivered or caused to be delivered to the Bankon the Closing Date the following Loan Documents, each to be satisfactory tothe Bank in all respects:

(A)          *LoanAgreement*.  Two copies ofthis Agreement duly executed by the Borrower.

(B)           *Revolving Credit Note*. ARevolving Credit Note duly executed by the Borrower, substantially inthe form attached hereto as **Exhibit A**.

(C)           *Term Note*.  A Term Note duly executed by theBorrower, substantially in the form attached hereto as **Exhibit B**.

(D)          *Closing Certificate*. A certificate of the secretary or an assistant secretary of theBorrower, dated the date of the Closing Date, as to incumbency, resolutions,charter, bylaws, and such other matters as Bank shall require.

(E)           *Good Standing Certificate*. A certificate, dated within 30 days of the Closing Date, of the Secretary

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of State of Delaware evidencing the goodstanding of the Borrower.

(F)           *Insurance. *Evidenceof insurance in the amounts and in form required under this Agreement.

(G)           *Additional Documents*. Such other documents, certificates or evidence as the Bank may requestto consummate the transactions contemplated hereby.

**3.2.        **Additional Events. At the time of the Closing, at the time of each subsequent disbursementunder the Term Loan Commitment and the Revolving CreditLoan Commitment and on the last day of each fiscal quarter of theBorrower after the date hereof, each of the following statements shall be true.

(A)          *Representations and Warranties.*The representations andwarranties set forth in this Agreement are true and correct as of such date.

(B)           *Event of Default*.  NoEvent of Default shall have occurred and be continuing, and no event shall haveoccurred and be continuing that, with the giving of notice or passage of timeor both, would be an Event of Default.

(C)           *Material Adverse Effect*. No event having a Material Adverse Effect shall have occurred withrespect to the financial condition of the Borrower since the date of thisAgreement.

(D)          *Liens*.  All liens onCollateral are and remain valid first priority liens (subject only to PermittedLiens) in full force and effect.

(E)           *Litigation*.  Nolitigation or governmental proceeding shall have been instituted against theBorrower or any of its officers or shareholders having a Material AdverseEffect upon the Borrower.

(F)           *Facility Fee*.  TheBorrower shall have paid to the Bank a facility fee in the amount of FifteenThousand and 00/100 Dollars ($15,000.00) payable on the execution of thisAgreement.

**ARTICLE 4**

**NOTE EVIDENCING LOAN**

**4.1.        **Revolving Credit Note. The Revolving Credit Loan shall be evidenced by the Revolving CreditNote.  At the time of the disbursement ofthe Revolving Credit Loan or a repayment made in whole or in part thereon, anotation thereof shall be made on the books and records of the Bank.  All amounts recorded shall be, absentdemonstrable error, conclusive and binding evidence of (A) the principal amountof the Revolving Credit Loan advanced hereunder, (B) any accrued and unpaidinterest owing on the Revolving Credit Loan and (C) all amounts repaid on theRevolving Credit Loan.  The failure torecord any such amount or any error in recording such amounts shall not,however, limit or otherwise affect the obligations of the Borrower under theRevolving Credit Note to repay the principal amount of the Revolving CreditLoan, together with all interest accruing thereon.

**4.2.        **TermNote.  The Term Loan shall beevidenced by the Term Note.  At the timeof the disbursement of the Term Loan or a repayment made in whole or in partthereon, a notation thereof shall be made on the books and records of theBank.  All amounts recorded shall be,absent demonstrable error, conclusive and binding evidence of (A) the principalamount of the Term Loan advanced hereunder, (B) any accrued and unpaid interestowing on the Term Loan and (C) all amounts repaid on the Term Loan.  The failure to record any such amount or anyerror in recording such amounts shall not, however, limit or otherwise affectthe obligations of the Borrower under the Term Note to repay the principal amountof the Term Loan, together with all interest accruing thereon.

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**ARTICLE 5**

**SECURITY AGREEMENT**

**5.1.        **Collateral.  The property in which a securityinterest is granted pursuant to the provisions of Sections 5.2 and 5.3 isherein collectively called the “Collateral.” The Collateral, together with all of the Borrower’s other property ofany kind held by the Bank, shall stand as one general, continuing collateralsecurity for all Obligations of the Borrower to the Bank and may be retained bythe Bank until all such Obligations have been satisfied in full, and thisAgreement is terminated.

**5.2.        **Security for Obligations. As security for the prompt satisfaction of all Obligations of theBorrower to the Bank, the Borrower hereby assigns, transfers and sets over tothe Bank all of its right, title and interest in and to, and grants the Bank alien on and a security interest in, all amounts that may be owing from time totime by the Bank to the Borrower in any capacity, including, but withoutlimitation, any balance or share belonging to the Borrower of any deposit orother account with the Bank, which lien and security interest shall beindependent of any right of set-off which the Bank may have.

**5.3.        **Grant of Security Interest. As security for the payment of all Obligations of the Borrower to theBank, the Borrower hereby assigns to Bank, and grants to Bank a continuingsecurity interest in, the following, whether now or hereafter existing oracquired:

(A)          allproperty of, or for the account of, the Borrower now or hereafter coming intothe possession, control or custody of, or in transit to, the Bank or any agentor bailee for the Bank or any parent, Affiliate or Subsidiary of the Bank orany participant with the Bank in the Loans (whether for safekeeping, deposit,collection, custody, pledge, transmission or otherwise), including allearnings, dividends, interest, or other rights in connection therewith and theproducts and proceeds therefrom, including the proceeds of insurance thereon;and

(B)           theadditional property of the Borrower, whether now existing or hereafter arisingor acquired, and wherever now or hereafter located, together with all additionsand accessions thereto, substitutions, betterments and replacements therefor,products and Proceeds therefrom, and all of the Borrower’s books and recordsand recorded data relating thereto (regardless of the medium of recording orstorage), together with all of the Borrower’s right, title and interest in andto all computer software required to utilize, create, maintain and process anysuch records or data on electronic media, identified and set forth as follows:

(i)            AllAccounts and all Goods whose sale, lease or other disposition by the Borrowerhas given rise to Accounts and have been returned to, or repossessed or stoppedin transit by, the Borrower, or rejected or refused by an Account Debtor;

(ii)           AllInventory, including, without limitation, raw materials, work-in-process andfinished goods;

(iii)          AllGoods (other than Inventory), including, without limitation, embedded software,Equipment, vehicles, furniture and Fixtures;

(iv)          AllSoftware and computer programs;

(v)           AllSecurities, Investment Property, Financial Assets and Deposit Accounts;

(vi)          AllChattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter ofCredit Rights, 

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all proceeds of letters of credit, Health-Care-InsuranceReceivables, Supporting Obligations, notes secured by real estate, CommercialTort Claims and General Intangibles, including Payment Intangibles; and

(vii)         AllProceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property,including, without limitation, all insurance policies and proceeds of insurancepayable by reason of loss or damage to the foregoing property, includingunearned premiums, and of eminent domain or condemnation awards.

Borrowerwarrants that:  (i) no financingstatement (other than “Permitted Liens”) covering any of the Collateralis on file in any public office; (ii) Borrower is and will be the lawfulowner of all Collateral, free of all liens and claims whatsoever, other thanthe security interest hereunder and Permitted Liens, with full power andauthority to execute this Agreement and perform Borrower’s obligationshereunder, and to subject the Collateral to the security interest hereunder;(iii) all information with respect to Collateral and Account Debtors setforth in any schedule, certificate or other writing at any time heretofore orhereafter furnished by Borrower to Bank is and will be true and correct in allmaterial respects as of the date furnished; (iv) Borrower’s state ofincorporation or organization, Type of Organization, Organizational I.D. Numberand place of business (or, if Borrower has more than one place of business, itschief executive office) are as set forth on Schedule 5.3(a) hereto (andBorrower has not changed its state of incorporation or organization, normaintained its place of business (or, if Borrower has more than one place ofbusiness, its chief executive office) at any other location at any time);(v) each other location where Borrower maintains a place of business is setforth on Schedule 5.3(b) hereto; (vi) except as set forth on Schedule5.3(c) hereto, Borrower is not now known and during the five yearspreceding the date hereof has not previously been known by any trade name;(vii) Borrower’s exact legal name is as set forth on the signature pagesof this Agreement, except as set forth on Schedule 5.3(c) hereto,during the five years preceding the date hereof Borrower has not been known byany legal name different from the one set forth on the signature pages of this Agreementnor has Borrower been the subject of any merger or other corporate ororganizational reorganization; (viii) Schedule 5.3(d) heretocontains a complete listing of all of Borrower’s Intellectual Property which issubject to registration statutes; (ix) Schedule 5.3(e) heretocontains a complete listing of all of Borrower’s Instruments, Deposit Accounts,Investment Property, Letter-of-Credit Rights, Chattel Paper, Documents andCommercial Tort Claims; (x) except as set forth on Schedule 5.3(f)hereto, Borrower has no tangible Collateral located outside of the UnitedStates; (xi) Schedule 5.3(g) hereto contains a completelisting of Borrower’s tangible Collateral located with any bailee, warehousemenor other third parties; and (xii) Schedule 5.3(h) heretocontains a complete listing of all of such Collateral which is subject tocertificate of title statutes.

**5.4.        **Possessionand Transfer of Collateral.  Unless an Event of Default exists hereunder,the Borrower shall be entitled to possession or use of the Collateral (otherthan Instruments or Documents, Tangible Chattel Paper, Investment Propertyconsisting of certificated securities and other Collateral required to bedelivered to the Bank pursuant to this ARTICLE 5).  The cancellation or surrender of any Note,upon payment or otherwise, shall not affect the right of the Bank to retain theCollateral for any other of the Obligations. The Borrower shall not sell, assign (by operation of Law or otherwise),license, lease or otherwise dispose of, or grant any option with respect to anyof the Collateral, except that the Borrower may sell Inventory in the ordinarycourse of business.

**5.5.        **FinancingStatements.  The Borrowershall, at the Bank’s request, at any time and from time to time, execute anddeliver to the Bank such financing statements, amendments and other documentsand do such acts as the Bank deems necessary in order to establish and maintainvalid, attached and perfected first priority security interests in theCollateral in favor of the Bank, free and clear of all Liens and claims andrights of third parties whatsoever, except Permitted Liens.  The Borrower hereby irrevocably authorizesthe Bank at any time, and from time to time, to file in any jurisdiction anyinitial financing statements and amendments thereto without the signature ofthe Borrower that (a) indicate the Collateral (i) is comprised of all assets ofthe Borrower or words of similar effect, regardless of whether any particularasset comprising a part of the Collateral falls within the scope of Article 9of the Uniform Commercial Code of the jurisdiction wherein such financingstatement or amendment is filed, or (ii) as being of an equal or lesser scopeor within greater detail as the grant of the security interest set forthherein, and (b) contain any other information required by Section 5 of Article9 of the Uniform 

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Commercial Code of the jurisdiction wherein such financingstatement or amendment is filed regarding the sufficiency or filing officeacceptance of any financing statement or amendment, including (i) whether theBorrower is an organization, the type of organization and any OrganizationalIdentification Number issued to the Borrower, and (ii) in the case of afinancing statement filed as a fixture filing or indicating Collateral asas-extracted collateral or timber to be cut, a sufficient description of thereal property to which the Collateral relates. The Borrower hereby agrees that a photocopy or other reproduction ofthis Agreement is sufficient for filing as a financing statement and theBorrower authorizes the Bank to file this Agreement as a financing statement inany jurisdiction.  The Borrower agrees tofurnish any such information to the Bank promptly upon request.  The Borrower further ratifies and affirms itsauthorization for any financing statements and/or amendments thereto, executedand filed by the Bank in any jurisdiction prior to the date of thisAgreement.  In addition, the Borrowershall make appropriate entries on its books and records disclosing the Bank’ssecurity interests in the Collateral.

**5.6.        **AdditionalCollateral.  The Borrowershall deliver to the Bank immediately upon its demand, such other collateral asthe Bank may from time to time request, should the value of the Collateral, inthe Bank’s sole and absolute discretion, decline, deteriorate, depreciate orbecome impaired, and does hereby grant to the Bank a continuing securityinterest in such other collateral, which, when pledged, assigned andtransferred to the Bank shall be and become part of the Collateral.  The Bank’s security interests in all of theforegoing Collateral shall be valid, complete and perfected whether or notcovered by a specific assignment.

**5.7.        **Preservationof the Collateral.  The Bank may,but is not required, to take such actions from time to time as the Bank deemsappropriate to maintain or protect the Collateral.  The Bank shall have exercised reasonable carein the custody and preservation of the Collateral if the Bank takes such actionas the Borrower shall reasonably request in writing which is not inconsistentwith the Bank’s status as a secured party, but the failure of the Bank tocomply with any such request shall not be deemed a failure to exercisereasonable care; provided, however, the Bank’s responsibility for thesafekeeping of the Collateral shall (i) be deemed reasonable if such Collateralis accorded treatment substantially equal to that which the Bank accords itsown property, and (ii) not extend to matters beyond the control of the Bank,including, without limitation, acts of God, war, insurrection, riot orgovernmental actions.  In addition, anyfailure of the Bank to preserve or protect any rights with respect to theCollateral against prior or third parties, or to do any act with respect topreservation of the Collateral, not so requested by the Borrower, shall not bedeemed a failure to exercise reasonable care in the custody or preservation ofthe Collateral.  The Borrower shall havethe sole responsibility for taking such action as may be necessary, from timeto time, to preserve all rights of the Borrower and the Bank in the Collateralagainst prior or third parties.  Withoutlimiting the generality of the foregoing, where Collateral consists in whole orin part of securities, the Borrower represents to, and covenants with, the Bankthat the Borrower has made arrangements for keeping informed of changes orpotential changes affecting the securities (including, but not limited to,rights to convert or subscribe, payment of dividends, reorganization or otherexchanges, tender offers and voting rights), and the Borrower agrees that theBank shall have no responsibility or liability for informing the Borrower ofany such or other changes or potential changes or for taking any action oromitting to take any action with respect thereto.

**5.8.        **OtherActions as to any and all Collateral.  The Borrower further agrees to take any otheraction reasonably requested by the Bank to ensure the attachment, perfectionand first priority of, and the ability of the Bank to enforce, the Bank’ssecurity interest in any and all of the Collateral including, withoutlimitation, (a) causing the Bank’s name to be noted as secured party on anycertificate of title for a titled good if such notation is a condition toattachment, perfection or priority of, or ability of the Bank to enforce, theBank’s security interest in such Collateral, (b) complying with any provisionof any statute, regulation or treaty of the United States as to any Collateralif 

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compliance with such provision is a condition to attachment,perfection or priority of, or ability of the Bank to enforce, the Bank’ssecurity interest in such Collateral, (c) obtaining governmental and otherthird party consents and approvals, including without limitation any consent ofany licensor, lessor or other Person obligated on Collateral, (d) obtainingwaivers from mortgagees and landlords in form and substance satisfactory to theBank, and (e) taking all actions required by the UCC in effect from time totime or by other Law, as applicable in any relevant UCC jurisdiction, or byother Law as applicable in any foreign jurisdiction.  The Borrower further agrees to indemnify andhold the Bank harmless against claims of any Persons not a party to thisAgreement concerning disputes arising over the Collateral.

**5.9.        **Collateralin the Possession of a Warehouseman or Bailee.  If any of the Collateral at any time is inthe possession of a warehouseman or bailee, the Borrower shall promptly notifythe Bank thereof, and shall promptly obtain a Collateral Access Agreement.

**5.10.      **LockboxArrangement.  The Borrowershall direct all of its Account Debtors to make all payments on the Accountsdirectly to a post office box (the “Lockbox”) designated by, and under theexclusive control of, the Bank.  Pursuantto the Lockbox Agreement between the Borrower and the Bank dated             ,200  , the Borrower shall establish the Lockbox and an account (the “LockboxAccount”) in the Borrower’s name with the Bank into which all payments receivedin the Lockbox shall be deposited, and into which the Borrower will immediatelydeposit all payments made for Inventory sold by the Borrower or the performanceof services by the Borrower, and received by the Borrower in the identical formin which such payments were made, whether by cash or check.  If the Borrower, a Subsidiary or anydirector, officer, employee, agent of the Borrower or any Subsidiary, or anyother Person acting for or in concert with the Borrower shall receive anymonies, checks, notes, drafts or other payments relating to or as proceeds ofAccounts or other Collateral, the Borrower and each such Person shall receiveall such items in trust for, and as the sole and exclusive property of, theBank and, immediately upon receipt thereof, shall remit the same (or cause thesame to be remitted) in kind to the Lockbox Account.  The Borrower agrees that all payments made tosuch Lockbox and Lockbox Account or otherwise received by the Bank, whether inrespect of the Accounts or as proceeds of other Collateral or otherwise, willbe applied on account of the Revolving Credit Loan or the Term Loan and inaccordance with Section 2.5 of this Agreement. The Borrower agrees to pay all fees, costs and expenses which the Bankincurs in connection with opening and maintaining the Lockbox and the LockboxAccount and depositing for collection by the Bank any check or other item ofpayment received by the Bank on account of the Obligations of theBorrower.  All of such fees, costs andexpenses shall constitute Obligations of the Borrower hereunder, shall bepayable to the Bank by the Borrower upon demand, and, until paid, shall bearinterest at the Default Rate.  Allchecks, drafts, instruments and other items of payment or proceeds ofCollateral shall be endorsed by the Borrower to the Bank, and, if thatendorsement of any such item shall not be made for any reason, the Bank ishereby irrevocably authorized to endorse the same on the Borrower’sbehalf.  For the purpose of this section,the Borrower irrevocably hereby makes, constitutes and appoints the Bank (andall Persons designated by the Bank for that purpose) as the Borrower’s true andlawful attorney and agent-in-fact (i) to endorse the Borrower’s name upon suchitems of payment and/or proceeds of Collateral and upon any Chattel Paper,document, instrument, invoice or similar document or agreement relating to anyAccount of the Borrower or goods pertaining thereto; (ii) to take control inany manner of any item of payment or proceeds thereof; and (iii) to have accessto any lock box or postal box into which any of the Borrower’s mail isdeposited, and open and process all mail addressed to the Borrower anddeposited therein.

**5.11.      **Letter-of-CreditRights.  If the Borrower atany time is a beneficiary under a letter of credit now or hereafter issued infavor of the Borrower, the Borrower shall promptly notify the Bank thereof and,at the request and option of the Bank, the Borrower shall, pursuant to anagreement in form and substance satisfactory to the Bank, either (i) arrangefor the issuer and any confirmer of such letter of credit to consent to anassignment to the Bank of the proceeds of any drawing under the letter ofcredit, or (ii) arrange for the Bank to become the transferee beneficiary of 

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the letter of credit, with the Bank agreeing, in each case,that the proceeds of any drawing under the letter to credit are to be appliedas provided in this Agreement.

**5.12.      **CommercialTort Claims.  If theBorrower shall at any time hold or acquire a Commercial Tort Claim, theBorrower shall immediately notify the Bank in writing signed by the Borrower ofthe details thereof and grant to the Bank in such writing a security interesttherein and in the proceeds thereof, all upon the terms of this Agreement, ineach case in form and substance satisfactory to the Bank, and shall execute anyamendments hereto deemed reasonably necessary by the Bank to perfect itssecurity interest in such Commercial Tort Claim.

**5.13.      **Electronic Chattel Paper andTransferable Records.  If the Borrower at anytime holds or acquires an interest in any electronic chattel paper or any “transferablerecord”, as that term is defined in Section 201 of the federal ElectronicSignatures in Global and National Commerce Act, or in Section 16 of the UniformElectronic Transactions Act as in effect in any relevant jurisdiction, theBorrower shall promptly notify the Bank thereof and, at the request of theBank, shall take such action as the Bank may reasonably request to vest in theBank control under Section 9-105 of the UCC of such electronic chattel paper orcontrol under Section 201 of the federal Electronic Signatures in Global andNational Commerce Act or, as the case may be, Section 16 of the UniformElectronic Transactions Act, as so in effect in such jurisdiction, of suchtransferable record.  The Bank agreeswith the Borrower that the Bank will arrange, pursuant to proceduressatisfactory to the Bank and so long as such procedures will not result in theBank’s loss of control, for the Borrower to make alterations to the electronicchattel paper or transferable record permitted under Section 9-105 of the UCCor, as the case may be, Section 201 of the federal Electronic Signatures inGlobal and National Commerce Act or Section 16 of the Uniform ElectronicTransactions Act for a party in control to make without loss of control.

**5.14.      **Priority. The liens created in Sections 5.2 and5.3 shall be first and prior liens, subject only to Permitted Liens.

**5.15.      **Special Collateral. Immediately upon the Borrower’s receipt of that portion of theCollateral, if any, which is evidenced by an instrument and/or document,including promissory notes, documents of title, certificated securities andwarehouse receipts (collectively the “Special Collateral”) for the purpose ofperfecting the Bank’s security interest in such Special Collateral, theBorrower shall deliver the original thereof to the Bank, together withappropriate endorsements and/or specific evidence of the assignment thereof tothe Bank, in form and substance acceptable to the Bank.

**5.16.      **Government Contracts. If and to the extent that any of the Collateral is evidenced by, orarises under, any contract with the United States of America or any agency orinstrumentality thereof, the Borrower will immediately notify the Bank.

**5.17.      **Insurance. The Borrower shall, at its sole cost and expense, keep and maintain theCollateral insured for the greater of the full insurable value or the fullreplacement value thereof against loss or damage by fire, theft, explosions,sprinklers and all other hazards and risks (i) covered by extended coverageand/or (ii) ordinarily insured against by other owners or users of propertiesin similar businesses.  All such policiesof insurance shall be in form, with insurers and in such amounts as may besatisfactory to the Bank.  The Borrowershall deliver to the Bank a certificate of insurance with respect to eachpolicy of insurance and evidence of payment of all premiums for each suchpolicy.  Such policies of insurance shallcontain a lender’s loss payable endorsement, in form and substance acceptableto the Bank, showing loss payable to the Bank. Such endorsement or an independent instrument furnished to the Bankshall provide that all insurance companies shall give the Bank at least thirty(30) days prior written notice before any such policy or policies of insuranceshall be altered or cancelled and that no act or default of the Borrower or anyother Person shall affect the right of the Bank to recover under such policy orpolicies of 

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insurance in case of loss or damage.  The Borrower hereby directs all insurersunder such policies of insurance to pay all proceeds payable thereunderdirectly to the Bank.  The Borrowerirrevocably appoints the Bank and all officers, employees or agents designatedby the Bank as the Borrower’s true and lawful attorney and agent in fact forthe purpose of making, settling and adjusting claims under such policies ofinsurance, endorsing the name of the Borrower on any check, draft, instrumentor other item of payment for the proceeds of such policies of insurance and formaking all determinations and decisions with respect to such policies ofinsurance.  If Borrower at any time ortimes hereafter shall fail to obtain or maintain any of the policies of insurancerequired above, or to pay any premium in whole or in part relating thereto, theBank, without waiving or releasing any of the Obligations of the Borrower orany Event of Default, may at any time or times thereafter, but shall be underno obligation to do so, obtain and maintain such policies of insurance and paysuch premiums and take any other action with respect thereto which the Bankdeems necessary or advisable.  All sumsso disbursed by the Bank, including attorney’s fees, court costs, expenses andother charges relating thereto, shall be part of the Obligations of theBorrower to the Bank, payable by the Borrower to the Bank on demand.

**5.18.      **Assignment of Liens. The Bank may, at any time or timeshereafter, in its sole discretion, without waiving or releasing any obligation,liability or duty of the Borrower under this Agreement or the other LoanDocuments, or any Event of Default, pay, acquire and/or accept an assignment ofany security interest, lien, claim or encumbrance asserted by any Personagainst the Collateral.  All sums paid bythe Bank in respect thereof and all costs, fees and expenses, including,without limitation, attorneys’ fees, court costs, expenses and other chargesrelating thereto, which are incurred by the Bank on account thereof, shall bepayable, upon demand, by the Borrower to the Bank and shall be additionalObligations of the Borrower to the Bank hereunder secured by the Collateral.

**5.19.      **Survival. Each of the representations, warranties and agreements set forth in thisARTICLE 5 shall survive the execution and delivery of this Agreement and shallremain effective until this Agreement shall have been terminated and allObligations of the Borrower shall have been paid and satisfied in full.

**ARTICLE 6**

**REPRESENTATIONS AND WARRANTIES**

Toinduce the Bank to consummate the transactions contemplated hereby, theBorrower represents and warrants to the Bank as follows:

**6.1.        **Organization. The Borrower is a corporation duly organized, validly existing and ingood standing under the Laws of the State of Delaware, has the lawful power andauthority to own its properties and to carry on its business as now conducted,is qualified to do business and is in good standing as a foreign corporation ineach jurisdiction wherein the nature of the business transacted or to betransacted by it or property owned or to be owned by it makes suchqualification necessary and where the failure to be so qualified would have aMaterial Adverse Effect on its business, properties or condition, financial orotherwise and possesses all material permits necessary to operate the businessit conducts.

**6.2.        **Authorization; Binding Obligation. The Borrower is empowered to perform all acts and things undertaken anddone pursuant to this Agreement and has taken all corporate or other actionnecessary to authorize the execution, delivery and performance of the LoanDocuments.  The officers of Borrowerexecuting the Loan Documents have been duly elected or appointed and have beenfully authorized to execute such Loan Documents at the time executed.  The Loan Documents, when executed anddelivered, will be the legal, valid and binding obligations of the Borrower,enforceable against it in accordance with their respective terms.

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**6.3.        **Financial Statements. The Financial Statements are complete and accurate, fairly present thefinancial condition of the Borrower at the respective dates thereof and theresults of operations for the respective periods covered thereby, and (subjectto normal year-end adjustments with respect to interim Financial Statements)were prepared in accordance with GAAP. The Borrower does not have any material liabilities or obligations(contingent or otherwise), liability for taxes or unusual forward or long-termcommitments, except as disclosed in the Financial Statements.

**6.4.        **Events Subsequent. Since the date of Borrower’s most recent Financial Statements, there hasbeen no event causing a Material Adverse Effect on the assets, liabilities orcondition, financial or otherwise, of Borrower, other than changes arising fromtransactions in the ordinary course of business and the financing transactionscontemplated by this Agreement.

**6.5.        **Litigation. Other than as set forth in the Financial Statements, there are noactions, suits or proceedings pending, or, to the best of the knowledge of theBorrower, threatened against or affecting the Borrower at law or in equity orbefore or by any Governmental Authority or any foreign equivalent thereof,which involve the possibility of any material judgment or liability, or whichare, in the aggregate, material in light of the financial condition and assetsof the Borrower.  There are no actions,suits, investigations or proceedings pending, or to the best of the knowledge ofthe Borrower, threatened against the Borrower or its properties regardingEnvironmental Laws, the manufacture, storage or treatment of HazardousSubstances or products liability.

**6.6.        **No Defaults. The Borrower is not in violation of, and the execution and delivery ofthe Loan Documents and the performance by the Borrower of its obligations underthe Loan Documents, do not and will not result in the Borrower being inviolation of or in conflict with, or constitute a default under any of, theBorrower’s organizational documents, any term or provision of any note,mortgage, indenture, contract, agreement, instrument, judgment or Lawapplicable to the Borrower, or result in the creation or imposition of anymortgage, lien, charge or encumbrance of any nature whatsoever (other thanthose in favor of Bank) upon any of the assets of the Borrower pursuant to anysuch term or provision.  The Borrower isnot in default, after the expiration of any applicable grace or cure periods,in any respect in the performance or fulfillment of any of its obligations,covenants or conditions contained in any agreement or instrument to which it isa party or by which any of its properties may be bound, and the Borrower doesnot know of any dispute regarding any such agreement or instrument.

**6.7.        **Use of Proceeds. The Borrower’s uses of the proceeds of the Loans are, and will continueto be, legal and proper corporate uses which are consistent with all applicableLaws, with Borrower’s Articles of Incorporation, its By-Laws, the resolutionsof its Board of Directors, and the terms of this Agreement.

**6.8.        **Other Debt. The Borrower does not have outstanding any Debt (except to Bank, if any)or other obligation for borrowed money, or for the deferred purchase price ofproperty or services and the Borrower is not obligated as guarantor, co-signeror otherwise on any Debt or other obligation of any kind of any other Person,except and to the extent shown on the Financial Statements at the date of thisAgreement or incurred in the ordinary course of business.  No Person is in default under any of saidobligations.

**6.9.        **Tax Returns. All tax returns and reports of the Borrower required by Law to be filed,have been duly filed, and all taxes, assessments, fees and other governmentalcharges (other than those presently payable without penalty or interest) uponthe Borrower or upon any of its properties or assets, which are due andpayable, have been paid.  The charges,accruals and reserves on the books of the Borrower in respect of taxes are consideredadequate by the Borrower, and the Borrower does not know of any assessment of amaterial nature against it.

**6.10.      **Compliance With Laws. Except to the extent that failure to comply would not materiallyinterfere with the 

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conduct of the business of the Borrower, oraffect in any way the Borrower’s obligations (or Bank’s rights) under the LoanDocuments, the Borrower has complied with all applicable Laws with respect to:(i) any restrictions, specifications or other requirements pertaining to theservices Borrower performs, (ii) the conduct of its business and (iii) the use,maintenance, and operation of the real and personal properties owned or leasedby it in the conduct of its business.

**6.11.      **Authorization. No authorization, consent, license or approval of, or filing orregistration with, or notification to, any Governmental Authority is requiredin connection with the execution, delivery or performance of the Loan Documentsby the Borrower, except for filings necessary to perfect Bank’s Lien on theCollateral.

**6.12.      **Title to Assets. The Borrower has good and marketable title to all of its assets, allsubject to no security interest, encumbrance, lien or claim of any Personexcepting only Permitted Liens, and there are no financing statements or otherevidence of any such security interest, encumbrance or lien or any claim of anyPerson on file in any public office other than those evidencing PermittedLiens.

**6.13.      **Capital Securities. Except as set forth in Schedule 6.13, the Borrower does not own,directly or indirectly, any Capital Securities. All outstanding shares of the Borrower have been duly authorized,validly issued, fully paid and are nonassessable.

**6.14.      **Benefit Plans. The Borrower has no liability in respect of any Defined Benefit PensionPlan, as defined in ERISA, and is not a party to any such plan.

**6.15.      **Solvency. The Borrower is solvent, no transaction under or contemplated by thisAgreement renders or will render the Borrower insolvent, the Borrower retainssufficient capital for the business and transactions in which it engages orintends to engage, no obligation incurred hereby is beyond the ability of theBorrower to pay as such obligation matures, the Borrower is not contemplatingeither the filing of a petition under any state or federal bankruptcy orinsolvency Laws or the liquidating of all or a major portion of any of itsproperty, and Borrower has no knowledge of any person contemplating the filingof any such petition against it.

**6.16.      **Business Relationships. There exists no actual or to Borrower’s knowledge threatenedtermination, cancellation or limitation of, or any modification or change in,the proposed business relationship of Borrower with any customer or group ofcustomers whose purchases individually or in the aggregate are material to thecurrent business of Borrower, or in the proposed business relationship ofBorrower with any material supplier, and Borrower reasonably anticipates thatall such customers and suppliers will continue a business relationship withBorrower on a basis no less favorable to the Borrower than that heretoforeconducted; and there exists no other condition or state of facts orcircumstances which would have a Material Adverse Effect on the currentoperation of the business of Borrower after the consummation of the transactionscontemplated by this Agreement on a basis no less favorable to the Borrowerthan that on which it has heretofore been conducted by Borrower.

**6.17.      **Disclosures. No representation or warranty by the Borrower contained herein or in anycertificate or other document furnished by or on behalf of the Borrower inconnection with the transactions hereunder contains any untrue statement ofmaterial fact or omits to state a material fact necessary to make suchrepresentation or warranty not misleading in light of the circumstances underwhich it was made.

**6.18.      **Accounts. With respect to Accounts, except as otherwise disclosed by the Borrowerto the Bank in writing:

(A)          theAccounts are genuine, in all respects what they purport to be and are notevidenced by a judgment;

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(B)           theAccounts represent undisputed, bona fide transactions completed in accordancewith the terms and provisions contained in the invoices and other documentsevidencing same;

(C)           theamounts thereof, which are shown on all such invoices and statements, areactually and absolutely owing to the Borrower and are not contingent for anyreason;

(D)          thereare no setoffs, counterclaims or disputes existing or asserted with respect tothe Accounts and the Borrower has not made any agreement with any AccountDebtor thereof for any deduction therefrom;

(E)           thereare no facts, events or occurrences which in any way impair the validity orenforceability of the Accounts or tend to reduce the amount payable thereunderfrom the amount thereof;

(F)           tothe best of the Borrower’s knowledge, all of the Account Debtors have thecapacity to contract and are solvent;

(G)           noneof the Accounts is pursuant to an invoice requiring payment in more than thirty(30) days.

**6.19.      **Survival. All of the representations and warranties set forth in this ARTICLE 6shall survive and continue to be true, complete and correct until allObligations of the Borrower hereunder are paid and satisfied in full and thisAgreement shall have been terminated.

**ARTICLE 7**

**NEGATIVE COVENANTS**

TheBorrower covenants that until all Obligations of Borrower to the Bank are paidand satisfied in full, and the Bank’s obligations hereunder have terminated,the Borrower will not, directly or indirectly, without the prior consent inwriting of the Bank:

**7.1.        **Liens. Except as provided in this Agreement, create, assume, incur or suffer orpermit to exist any mortgage, pledge, encumbrance, security interest,assignment, lien or charge of any kind or character upon any of its assets,including its inventory and equipment, whether owned at the date hereof orhereafter acquired, excepting only Permitted Liens.

**7.2.        **Make Other Loans. Make any loans, or advances, whether secured or unsecured, to, or makeany guaranty of, or otherwise become obligated on behalf of any other Personfor, any such loans or advances to, any Person, except for guaranties in favorof the Bank.

**7.3.        **Disposal of Collateral. Dispose by sale, assignment, lease, sale and leaseback or otherwise anyCollateral (other than obsolete or worn out Equipment not used or useful in itsbusiness), whether now owned or hereafter acquired, except that, so long as noEvent of Default shall have occurred and be continuing, such Person may sellits Inventory in the ordinary course of business as conducted by it on the dateof this Agreement, for a reasonably equivalent value.

**7.4.        **Transfers. Transfer, directly or indirectly, any of its assets or pay out, directlyor indirectly, money or property or provide services or do any other act, orfail to do any act, which would have a Material Adverse Effect on its abilityto perform its obligations hereunder.

**7.5.        **Acquisition of Capital Securities. Except as set forth on Schedule 6.13, own, hold, purchase oracquire 

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Capital Securities, bonds, debentures orother securities of, or make any capital contribution to, any Person, or formany Subsidiary.

**7.6.        **Reorganization. Make any material change in itsfinancial structure, make any material change in its management (except onprior notice to the Bank), change its name (except on 90 days prior notice tothe Bank), enter into any merger, consolidation, dissolution, liquidation,reorganization or recapitalization, or reclassification of its CapitalSecurities, or issue any Capital Securities or issue any warrant, right or optionpertaining thereto or other security convertible into any of the foregoing.

**7.7.        **Change in Business Activities. Engage in business activities or operations substantially different fromand unrelated to its business activities on the date of this Agreement.

**7.8.        **Dividends. Declare or pay any dividends, or redeem or repurchase any of, or makeany other payment or distribution on account of, any Capital Securities.

**7.9.        **Sale-Leaseback Transactions. Enter into any sale-leaseback transaction.

**7.10.      **Debt Prepayment. Prepay any Debt (except as expressly permitted hereunder, or by thedocuments evidencing other Senior Debt) or enter into or modify any agreementas a result of which the terms of payment of any Debt are waived or modified.

**7.11.      **Use of Proceeds. Directly or indirectly apply any part of the proceeds of the Loans forany purpose other than as set forth herein.

**7.12.      **Regulation U. Directly or indirectly apply any part of the proceeds of the Loans tothe purchasing or carrying of any “margin stock” within the meaning ofRegulation U of the Board of Governors of the Federal Reserve System, or anyregulations, interpretations or rulings thereunder.

**7.13.      **Prohibited Transactions. Engage in any “prohibited transaction” within the meaning of Section 4975of the Internal Revenue Code or Section 406 of ERISA with respect to any “employeebenefit plan,” as defined in Section 3(3) of ERISA; or effect any terminationof any Plan which would result in a liability to Borrower.

**7.14.      **Incur other Debt. Create, incur or assume any Debt other than (i) the Senior Debt,including the Loan, and (ii) Debt disclosed in Financial Statements provided tothe Bank on or before the date hereof.

**7.15.      **InconsistentAgreements.  Enter into any agreementcontaining any provision which would (A) be violated or breached by anyborrowing by the Borrower hereunder or by the performance by the Borrower orany Subsidiary of any of its Obligations hereunder or under any other LoanDocument, (B) prohibit the Borrower or any Subsidiary from granting to the Banka Lien on any of its assets or (C) create or permit to exist or becomeeffective any encumbrance or restriction on the ability of any Subsidiary to(i) pay dividends or make other distributions to the Borrower or any otherSubsidiary, or pay any Debt owed to the Borrower or any other Subsidiary, (ii)make loans or advances to the Borrower or any other Subsidiary, or (iii)transfer any of its assets or properties to the Borrower or any otherSubsidiary, other than (a) customary restrictions and conditions contained inagreements relating to the sale of all or a substantial part of the assets ofany Subsidiary pending such sale, provided that such restrictions andconditions apply only to the Subsidiary to be sold and such sale is permittedhereunder, (b) restrictions or conditions imposed by any agreement relating topurchase money Debt, Capital Leases and other secured Debt permitted by thisAgreement if such restrictions or conditions apply only to the property orassets securing such Debt, and (c) customary provisions in leases and othercontracts restricting the assignment thereof.

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**7.16.      **Affiliate Transactions. Enter into, or be a party to, any transaction with any Affiliate, exceptin the ordinary course of and pursuant to the reasonable requirements of itsbusiness and upon fair and reasonable terms which are fully disclosed in writingto the Bank and are no less favorable to such Person than would be obtained ina comparable arm’s length transaction with a person not an Affiliate.

**7.17.      **Deposit Accounts. Maintain deposit accounts jointly with any Affiliate or commingle anyfunds with funds of any Affiliate.

**7.18.      **Change in Fiscal Year. Change its fiscal year.

**7.19.      **Disclosures. Furnish the Bank any certificate or other document that will contain anyuntrue statement of material fact or that will omit to state a material factnecessary to make it not misleading in light of the circumstances under whichit was furnished.

**ARTICLE 8**

**AFFIRMATIVE COVENANTS**

TheBorrower covenants that until all Obligations of the Borrower are paid andsatisfied in full, and the Bank’s obligations hereunder have terminated, theBorrower will:

**8.1.        **Furnish and deliver to the Bank:

(A)          assoon as practicable, and in any event within ninety (90) days after the end ofeach fiscal year, the Financial Statements of Borrower, audited by certifiedpublic accountants selected by the Borrower and reasonably acceptable to theBank;

(B)           assoon as practicable, and in any event within forty-five  (45) days after the end of the each fiscalquarter of Borrower, (a) a statement of cash flows of the Borrower for suchmonth and the quarter of the fiscal year then ended, (b) an income statement ofthe Borrower for such month and the portion of the fiscal year then ended, (c)an income statement of the Borrower showing the EBITDA for such month and theportion of the fiscal year then ended, and (d) a balance sheet of the Borroweras of the end of such month; all in reasonable detail and certified by anAuthorized Borrower Representative as complete and accurate in all materialrespects, fairly presenting the financial condition of the Borrower andprepared in accordance with GAAP;

(C)           withinfive (5) days of filing, copies of all statements, reports and noticesmade available to Borrower’s security holders and all reports onForm 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission;

(D)          promptnotice of any material change in the composition of the Intellectual Property,including any subsequent ownership right of Borrower in or to any copyright,patent or trademark or knowledge of an event that has a Material Adverse Effecton the value of the Intellectual Property;

(E)           witheach set of Financial Statements delivered hereunder, a certificate of anAuthorized Borrower Representative (a) calculating Borrower’s compliance (orlack thereof) with the financial covenants in ARTICLE 8 hereof, in reasonabledetail, and (b) stating that no Event of Default has occurred and is continuingor if an Event of Default has occurred and is continuing setting forth adescription of such event and the steps being taken to remedy such event;

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(F)           uponrequest by the Bank, evidence satisfactory to the Bank of the insurancecoverages required under this Agreement;

(G)           withreasonable promptness, such other information materially concerning thebusiness, properties, conditions or operations, financial or otherwise, of theBorrower, or compliance by the Borrower with any of the covenants in the LoanDocuments, as the Bank may from time to time reasonably request; and

(H)          allowBank to audit Borrower’s Collateral at Borrower’s expense. Such audits will notbe conducted more than once every twelve (12) months unless an Event ofDefault has occurred and is continuing.

**8.2.        **Furnish and deliver to Bank:

(A)          immediatelyafter the occurrence thereof, notice of any Event of Default or of any fact, conditionor event that with the giving of notice or passage of time or both, couldbecome an Event of Default, or of the failure by the Borrower to observe any ofits respective undertakings hereunder;

(B)           immediatelyafter the occurrence thereof, notice of any default under any Debt, or underany indenture, mortgage or other agreement relating thereto for which theBorrower is liable;

(C)           immediatelyafter obtaining knowledge thereof, notice of any litigation or proceeding inwhich the Borrower is a party involving potential claims in excess of$100,000.00 (whether or not the claim is considered to be covered byinsurance);

(D)          immediatelyafter receipt of notice thereof, notice of the institution of any other suit orproceeding involving the Borrower that might have a Material Adverse Effect onthe Borrower’s business, properties or conditions or operations, financial orotherwise; and

(E)           im­mediatelyafter the occurrence thereof, notice of any other matter which has resulted in,or might result in, a Material Adverse Effect on the business, properties, orthe conditions or operations, financial or otherwise, of the Borrower.

**8.3.        **Payment of Taxes. Promptly pay and discharge when due all taxes, assessments and othergovernmental charges imposed upon it, or upon its income, profits or property,and all claims for labor, material or supplies which, if unpaid, might by Lawbecome a lien or charge upon its property; provided, however, that it shall notbe required to pay any tax, assessment, charge or claim if so permitted by Law,so long as the validity thereof shall be contested in good faith by appropriateproceedings and adequate reserves therefor in accordance with GAAP shall bemaintained on its books.

**8.4.        **Maintain Property. Maintain its inventory, equipment, real estate and other properties ingood condition and repair (normal wear and tear excepted), pay and discharge orcause to be paid and discharged when due, the costs of repairs to ormaintenance of the same, and pay or cause to be paid all rental or mortgagepayments due on the same except if it is in good faith contesting byappropriate proceedings such amounts due and is maintaining adequate reservesfor such liability in accordance with GAAP.

**8.5.        **Maintain Leases. Maintain and comply with leases covering real property, if any, used byit in accordance with the respective terms thereof so as to prevent any defaultthereunder which may result in the exercise or enforcement of any landlord’s orother lien against it or its property; provided, however, that it may contestany matters in connection with such leases in good faith and by appropriateproceedings if it makes such payments as are required by Law and maintainsadequate reserves on its books in accordance with GAAP in connection therewith.

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**8.6.        **Borrower Existence. Maintain its corporate existence, maintain all rights, privileges,franchises, permits and approvals necessary or desirable for the continuationof its business, and comply with the requirements of all material agreements towhich it is a party or by which any of its assets is bound, and all applicableLaws, including Environmental Laws, and orders of any Governmental Authority,noncompliance with which would have a Material Adverse Effect on its business,properties, condition, financial or otherwise, or ability to repay itsObligations.

**8.7.        **Maintain Records. Keep adequate records and books of account and inventory, in whichcomplete entries will be made in accordance with its past practices andconsistent with sound business practice, reflecting all of its financialtransactions, and collect its accounts only in the ordinary course of business.

**8.8.        **Collateral.  With respect to the Collateral:

(A)          TheBorrower will not hereafter grant a security interest in the Collateral, ortransfer the Collateral to any other Person, except as specifically permittedby this Agreement.

(B)           TheBorrower will at all times defend the Collateral against any and all claims ofany Person adverse to the claims of the Bank.

(C)           AllCollateral covered by this Agreement is and will be kept only at Borrower’sPrincipal Place of Business.  Collateralshall not be removed to, or kept at, and Borrower shall not establish a placeof business at, any other place without the prior written consent of the Bank.  If Collateral is at any time kept or locatedat locations other than Borrower’s Principal Place of Business, the Bank’ssecurity interest therein shall continue.

(D)          TheBorrower will promptly notify the Bank in writing of the Borrower’s acquisitionof any Non-Tangible Collateral hereafter occurring.

(E)           TheEquipment will not at any time be affixed or attached to any real estate insuch a manner that it will become a fixture, unless the Bank shall have a firstpriority, perfected lien on such real estate as security for the Obligations ofthe Borrower.  The Equipment will be usedor bought for use solely for business purposes.

(F)           TheBorrower shall permit the Bank to inspect and evaluate the Collateral and anybooks and records of the Borrower relating thereto at all reasonable times andto verify any Accounts by any method satisfactory to the Bank, all at theexpense and risk of the Borrower.

(G)           TheBorrower will keep its records concerning the Non-Tangible Collateral in such amanner as will enable Bank or its designees to determine at any time the statusof the Non-Tangible Collateral;

(H)          Byidentifying Accounts on any schedule or other document delivered to Bank theBorrower shall be deemed to be making the representations and warrantiescontained in Section 6.18 with respect to such Accounts.

(I)            Withrespect to Accounts, the Borrower shall:

(i)            promptlyupon the Borrower’s learning thereof, inform the Bank in writing of any delayin the Borrower’s performance of any of its obligations to any Account Debtorand of any assertion of any claims, offsets or counterclaims by any AccountDebtor and of any extraordinary allowances, credits and/or other monies grantedby the Borrower to any Account Debtor;

(ii)           notpermit or agree to any extension, compromise or settlement or make any changeor modification of any kind or nature with respect to any Eligible Accounts,including any of the terms relating thereto;

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(iii)          notpermit or agree to any extension, compromise or settlement or make any changeor modification of any kind or nature with respect to any Account other thanEligible Accounts;

(iv)          promptlyupon the Borrower’s receipt or learning thereof, furnish to and inform the Bankof any event having a Material Adverse Effect with respect to the financialcondition of any Account Debtor; and

(v)           keepall goods returned by any Account Debtor and all goods repossessed or stoppedin transit by the Borrower from any Account Debtor segregated from the otherproperty of the Borrower, immediately notify the Bank of the Borrower’spossession of such goods and hold the same as trustee for the Bank untilotherwise directed in writing by the Bank.

(J)            Withrespect to Inventory, the Borrower shall from and after the date hereof keepcorrect and accurate records itemizing and describing the type and quantity ofInventory, the Borrower’s cost therefor and the selling price thereof, all ofwhich records shall be available at all reasonable times, upon demand, to anyof the Bank’s officers, employees or agent for inspection and copying thereof.

(K)          TheBorrower shall keep and maintain the Equipment in good operating condition andrepair and shall make all necessary replacements thereof and renewals theretoso that the value and operating efficiency thereof shall at all times be maintainedand preserved.

(L)           TheBorrower shall, immediately on demand by the Bank, deliver to the Bank any andall evidence of ownership of any Equipment, including any certificates of titleand/or applications for title thereto.

(M)         TheBorrower shall notify the Bank within 10 days after the Borrower acquires anyvehicles or other property covered by a certificate of title and shall deliverto the Bank, upon demand by the Bank, certificates of title relating to suchvehicles or other property and appropriate financing statements, if required byapplicable Law, duly completed by the Borrower, to enable the Bank to perfectits lien in such property.

**8.9.        **Inspection of Collateral. Permit any of the Bank’s representatives to examine and inspect theCollateral, the Premises, all other of its properties and operations, and allbooks of account, records, reports and other papers and to make copies andextracts therefrom, and to discuss its affairs, finances and accounts withits  officers and employees or its independentpublic accountants (and by this provision the Borrower authorizes saidaccountants to discuss the finances and affairs of the Borrower) all at suchreasonable times and as often as may be reasonably requested.  The Borrower shall pay all of Bank’s expensesincurred in connection with such examinations and inspections.

**8.10.      **Payment of Debt. Pay when due all of its Debt except if (with respect to Debt other thanthe Obligations) it is in good faith contesting by appropriate proceedings suchamounts due and has maintained adequate reserves for such liability inaccordance with GAAP.

**8.11.      **Supplemental Documentation. At the Bank’s request, execute and/or deliver to the Bank, at any timeor times hereafter, all Supplemental Documentation that the Bank may request,in form and substance acceptable to the Bank, and pay the costs of anyrecording or filing of the same.  TheBorrower hereby irrevocably makes, constitutes and appoints the Bank (and allPersons designated by the Bank for that purpose) as Borrower’s true and lawfulattorney, effective immediately upon the failure or refusal of the Borrower toexecute and/or deliver to the Bank any Supplemental Documentation requiredhereby, to sign the name of the Borrower on any of the SupplementalDocumentation and to deliver any of the Supplemental Documentation to suchPersons as the Bank, in its sole discretion, may elect.  The Borrower agrees that a carbon,photographic, photostatic, or other reproduction of this Agreement or of afinancing statement is sufficient as a financing statement and may be filed bythe Bank in any filing office.

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**8.12.      **Maintain Insurance. Maintain, in addition to the insurance on Collateral required pursuantto Section 5.17 above, liability insurance in form, with insurers and in amountsas may be reasonably satisfactory to the Bank, showing the Bank as anadditional insured and with insurers and in amounts as may be satisfactory tothe Bank.

**8.13.      **Banking Relationship. Maintain its principal banking accounts with the Bank.

**ARTICLE 9**

**FINANCIAL COVENANTS**

**9.1.        **The Borrower covenants that untilall Obligations of Borrower have been paid and satisfied in full, and the Bank’sobligations hereunder have terminated:

(A)          *Profitability.* The Borrower will maintain a minimum netincome of at least One Million and 00/100 Dollars ($1,000,000.00) for eachfiscal year ended December 31 during the term of this Agreement, as reported onthe Financial Statements.

(B)           *Maximum Senior Debt*. The Borrower will maintain a maximum Senior Debt to EBITDA Ratio of notgreater than 2.50 to 1.00, measured on a quarterly basis for each precedingtwelve (12) month period on a rolling basis, beginning for the quarter endedSeptember 30, 2006

(C)           *Current Assets*.  TheBorrower shall maintain current assets of at least Seven Million Five HundredThousand and 00/100 Dollars ($7,500,000.00) at the end of each of its fiscalquarters.

**ARTICLE 10**

**EVENTS OF DEFAULT**

**10.1.      **Event of Default. The occurrence of any of the following events or acts shall constitutean Event of Default (“Event of Default”):

(A)          *Payment of Obligations*. The Borrower defaults in the payment of any of its Obligations or anypart thereof when the same shall become due and payable, either by their termsor as otherwise herein provided which is not cured within 5 days.

(B)           *Misrepresentation*. Any Financial Statement, representation or warranty made by the Borrowerherein or delivered by the Borrower pursuant hereto or otherwise made inwriting by the Borrower in connection with this Agreement proves to have beenfalse in any material respect as of the date on which it was made or deemedmade.

(C)           *Performance of Covenants*. The Borrower defaults in the performance of any of the covenants,conditions or agreements contained in this Agreement and such default is notcured within thirty (30) days, other than as set forth in 10.1(A) and 10.1(B).

(D)          *Default under Other Debt*. The Borrower fails to pay any Debt, including the Senior Debt, when due,or suffers to exist any other event of default giving rise to any obligationunder any agreement binding the Borrower and such failure or event of defaultcontinues beyond any applicable grace period.

(E)           *Bankruptcy*.  TheBorrower files a petition under any section or chapter of the United States 

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Bankruptcy Code or any similar federal orstate Law or regulation, the Borrower admits its inability to pay debts as theymature, the Borrower makes an assignment for the benefit of one or more of itscreditors, the Borrower makes an application for the appointment of a receiver,trustee or custodian for any of its assets, or the Borrower files any case orproceeding for its reorganization, dissolution or liquidation or for relieffrom creditors.

(F)           *Insolvency*.  TheBorrower is enjoined, restrained or in any way prevented by court order fromconducting all or any material part of its business affairs, a petition underany section or chapter of the United States Bankruptcy Code or any similarfederal or state Law or regulation is filed against the Borrower, any case orproceeding is filed against the Borrower for its reorganization, dissolution orliquidation or for creditor relief, or an application is made by any Personother than the Borrower for the appointment of a receiver, trustee, orcustodian for any of the Borrower’s assets, and such injunction, restraint,petition or application is not dismissed or stayed within thirty (30) daysafter the entry or filing thereof.

(G)           *Removal of Property*. The Borrower conceals or removes or permits to be concealed or removedany part of its property with intent to hinder, delay or defraud its creditorsor any of them, or makes or suffers to be made a transfer of any of itsproperty that may be fraudulent under any federal or state bankruptcy,fraudulent conveyance or similar Law.

(H)          *Judgments*.  TheBorrower permits any of its assets to be attached, seized, subjected to a writor distress warrant, or levied upon, or to come within the possession of anyreceiver, trustee, custodian or assignee for the benefit of creditors and doesnot cause the same to be terminated within thirty (30) days thereafter.

(I)            *Other Liens*.  Otherthan Permitted Liens, a notice of any charge is filed of record with respect toall or any of the Borrower’s assets or any charge becomes a lien or encumbranceupon any such assets and the same is not released within thirty (30) days afterthe same becomes a lien or encumbrance.

(J)            *Liability from Benefit Plans*.  The occurrence of any of the followingevents:  (i) the happening of aReportable Event (as such term is defined in ERISA) with respect to anyemployee benefit plan which the Bank determines in good faith might constitutegrounds for the termination by the PBGC of such employee benefit plan or forthe appointment by the appropriate United States district court of a trustee toadminister such employee benefit plan; (ii) any employee benefit plan which isnot “sufficient for benefit liabilities” (as determined under Section4041(d)(1) of ERISA) shall be terminated; (iii) the Borrower or any ERISAAffiliate shall effect a complete or partial withdrawal from any MultiemployerPlan (as such term is defined in ERISA) without the prior written consent ofthe Bank and shall have a withdrawal liability (as determined under theMultiemployer Pension Plan Amendments Act of 1980); (iv) the Borrower or anyERISA Affiliate shall, without the prior written consent of the Bank, withdrawfrom an employee benefit plan under which liability may be imposed pursuant toSection 4063 of ERISA; (v) the appointment of a trustee by an appropriateUnited States district court to administer any employee benefit plan; or (vi)the institution of any proceedings by the PBGC to terminate any employeebenefit plan or to appoint a trustee to administer any employee benefit plan.

(K)          *Money Judgments*.  TheBorrower suffers a final judgment for payment of money which shall not be onappeal and does not discharge the same within a period of thirty (30) days.

(L)           *Loss of Collateral*.  Ajudgment creditor of the Borrower obtains possession of any Collateral by anymeans, including without limitation, levy, distraint, replevin or self-help.

(M)         *Material Adverse Effect*. The occurrence of any event or condition which the Bank determinescauses a Material Adverse Effect on the business, financial condition, operationsor prospects of the Borrower, or which the Bank determines has a MaterialAdverse Effect on the ability of Borrower to perform its obligations under theLoan 

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Documents, or which otherwise causes the Bankto deem itself to be insecure.

(N)          *Default under Loan Documents*.  The occurrence of a default or an Event ofDefault under any of the other Loan Documents which is not cured within thetime, if any, specified therefor in such other Loan Document; or the actual orattempted unilateral termination, modification or abrogation by any Personother than the Bank of any obligation under, or of any right or remedy of Bankunder, any of the Loan Documents.

**10.2.      **Remedies. Upon the occurrence of any Event of Default, and at any and all timeswhile any Event of Default shall be continuing, the Bank shall have all rightsand remedies provided by this Agreement or any other Loan Document and byapplicable Law and, without limiting the generality of the foregoing, may, atits option, declare the Revolving Credit LoanCommitment and the Term Loan Commitment to be terminated by giving writtennotice thereof to the Borrower, and upon such declaration, all Obligations ofthe Borrower shall thereupon be and become forthwith, due and payable, withoutany presentment, demands, protest or other notice of any kind, all of which arehereby expressly waived.  Further, inaddition to all the rights and remedies provided in Article 9 of the UCC andany other applicable Law, the Bank may (but is under no obligation to doso):  take physical possession of any ofthe Collateral and sell, lease or otherwise dispose of the Collateral in wholeor in part; require the Borrower to assemble the Collateral to which theBorrower has or is entitled to possession at a place designated by the Bank,which is reasonably convenient to both parties; collect any money due or tobecome due and enforce in the Borrower’s name all rights with respect to theCollateral; receive and open mail addressed to the Borrower; and/or notify anyAccount Debtors (whether or not such Account Debtors are in default) to makepayments directly to the Bank.  TheBorrower agrees to deliver to the Bank promptly upon receipt thereof, in theform in which received (together with all necessary endorsements), all paymentsreceived by the Borrower in respect of any Account.  The Bank may apply all such payments againstthe Borrower’s Obligations or at the Bank’s option to any of the Borrower’saccounts maintained at the Bank.

**10.3.      **Sale of Collateral. In exercising its right to sell, lease or otherwise dispose of theCollateral, the Bank may sell, lease or otherwise dispose of all or anyCollateral in its then condition, or after any further manufacturing orprocessing thereof, at public or private sale or sales, with such notice as maybe required by Law, in lots or in bulk, all as the Bank, in its solediscretion, may deem advisable; such sales may be adjourned from time to timewith or without notice.  The Bank shallhave the right to conduct such sales on the Borrower’s premises or elsewhereand shall have the right to use the Borrower’s premises without charge for suchsales for such time or times as the Bank may see fit.  The Bank is hereby granted a license or otherright to use, without charge, the Borrower’s labels, patents, copyrights,rights of use of any name, trade secrets, tradenames, trademarks, service marksand advertising matter, or any property of a similar nature, as it pertains tothe Collateral, in advertising for sale and selling any Collateral and the Borrower’srights under all licenses and all franchise agreements shall inure to the Bank’sbenefit.  The Bank shall have the rightto sell, lease or otherwise dispose of the Collateral, or any part thereof, forcash, credit or any combination thereof, and the Bank may purchase all or anypart of the Collateral at public or, if permitted by Law, private sale and, inlieu of actual payment of such purchase price, may set off the amount of suchprice against the Borrower’s Obligations. The proceeds realized from the sale of any Collateral shall be appliedfirst to the costs, expenses and attorneys’ fees and expenses incurred by theBank for collection and for acquisition, completion, protection, removal,storage, sale and delivery of the Collateral; second to interest due upon anyof the Borrower’s Obligations; and third to the principal of the Borrower’sObligations.  If any deficiency shallarise, the Borrower shall remain liable to the Bank therefor; provided,however, while applying the proceeds from the sale of Collateral tointerest due upon the Borrower’s obligations the Bank shall have the solediscretion to decide whether to apply such proceeds first to interest due andpayable on the LIBOR Loans or to interest due and payable on the Prime Loans.

**10.4.      **Notice of Sale. Any notice of any sale, lease, other disposition, or other intendedaction by the Bank shall be reasonable if it is given to the Borrower at leastten (10) days in advance of the intended disposition or other 

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intended action.

**10.5.      **UCC and Offset Rights. The Bank may exercise, from time to time, any and all rights andremedies available to it under the UCC or under any other applicable Law inaddition to, and not in lieu of, any rights and remedies expressly granted inthis Agreement or in any other agreements between any Obligor and the Bank, andmay, without demand or notice of any kind, appropriate and apply toward thepayment of such of the Obligations, whether matured or unmatured, includingcosts of collection and attorneys’ and paralegals’ fees, and in such order ofapplication as the Bank may, from time to time, elect, any indebtedness of theBank to any Obligor, however created or arising, including, but not limited to,balances, credits, deposits, accounts or moneys of such Obligor in thepossession, control or custody of, or in transit to the Bank.  The Borrower, on behalf of itself and eachObligor, hereby waives the benefit of any Law that would otherwise restrict orlimit the Bank in the exercise of its right, which is hereby acknowledged, toappropriate at any time hereafter any such indebtedness owing from the Bank toany Obligor.

**10.6.      **Additional Remedies; Attorney inFact.  Upon and after the occurrence of an Event ofDefault, the Borrower irrevocably designates, makes, constitutes and appointsthe Bank (and all persons designated by the Bank) as the Borrower’s true andlawful attorney, and the Bank or its agent, may, without notice to theBorrower, and at such time or times thereafter as the Bank or said agent, inits sole discretion, may determine, in the Borrower’s or the Bank’s name:  (A) demand payment of the Accounts; (B)enforce payment of the Accounts, by legal proceedings or otherwise; (C)exercise all of the Borrower’s rights and remedies with respect to thecollection of the Accounts and Special Collateral; (D) settle, adjust,compromise, extend or renew the Accounts; (E) settle, adjust or compromise anylegal proceedings brought to collect the Accounts or any other dispute withrespect thereto; (F) if permitted by applicable Law, sell or assign theAccounts and Special Collateral upon such terms, for such amounts and at suchtime or times as the Bank deems advisable; (G) discharge and release theAccounts and Special Collateral; (H) prepare, file and sign the Borrower’s nameon a Proof of Claim in Bankruptcy or similar document against any AccountDebtor; (I) prepare, file and sign the Borrower’s name on any notice of lien,assignment or satisfaction of lien or similar document in connection with theAccounts and Special Collateral; (J) do all acts and things necessary, in theBank’s sole discretion, to fulfill the Borrower’s obligations under thisAgreement; (K) endorse the name of the Borrower upon any item of payment orproceeds and deposit the same to the account of the Bank on account of theBorrower’s Obligations; (L) endorse the name of the Borrower upon any chattelpaper, document, instrument, invoice, freight bill, bill of lading or similardocument or agreement relating to the Accounts, Inventory and Special Collateral;(M) use the Borrower’s stationery and sign the name of the Borrower toverifications of the Accounts and notices thereof to Account Debtors; and (N)use the information recorded on or contained in any data processing equipmentand Computer Hardware and Software relating to the Accounts, Inventory andSpecial Collateral to which the Borrower has access.

**10.7.      **Securities. The Borrower agrees that in any sale of Collateral consisting ofsecurities, the Bank is hereby authorized to comply with any limitation orrestriction in connection with such sale as Bank may be advised by counsel isnecessary or advisable in order to avoid any violation of applicable Law(including, without limitation, compliance with such procedures as may restrictthe number of prospective bidders and purchasers, require that such prospectivebidders and purchasers have certain qualifications, and restrict suchprospective bidders and purchasers to Persons who will represent and agree thatthey are purchasing for their own account for investment and not with a view tothe distribution or resale of that portion of the Collateral consisting ofsecurities), or in order to obtain any required approval of the sale or of thepurchaser by any governmental regulatory authority or official, and theBorrower further agrees that such compliance shall not result in such salebeing considered commercially unreasonable, nor shall the Bank be liable oraccountable to the Borrower for any discount allowed by reason of the fact thatCollateral was sold in compliance with any such limitation or restriction.

 

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**ARTICLE 11**

**MISCELLANEOUS**

**11.1.      **Obligations Absolute. None of the following shall affect the Obligations of the Borrower tothe Bank under this Agreement or the Bank’s rights with respect to theCollateral:

(A)          acceptanceor retention by the Bank of other property or any interest in property assecurity for the Obligations of the Borrower;

(B)           releaseby the Bank of the Borrower of all or any part of the Collateral or of anyparty liable with respect to the Obligations of the Borrower;

(C)           release,extension, renewal, modification or substitution by the Bank of any Note, orany note evidencing any of the Obligations of the Borrower; or

(D)          failureof the Bank to resort to any other security or to pursue the Borrower or anyother obligor liable for any of the Obligations of the Borrower beforeresorting to remedies against the Collateral.

**11.2.      **No Waiver. No failure or delay on the part of the Bank in exercising any right,power or remedy hereunder or under any other Loan Documents shall operate as awaiver thereof, nor shall any single or partial exercise of any such right,power or remedy preclude any other or further exercise thereof or the exerciseof any other right, power or remedy hereunder or under any other Loan Document.  The remedies herein provided and under anyother Loan Document are cumulative and not exclusive of any remedies providedby Law.

**11.3.      **Entire Agreement. This Agreement and the other Loan Documents constitute the entireagreement between the parties and there are no promises expressed or impliedunless contained herein and therein.  Noamendment, modification, termination or waiver of any provision of the LoanDocuments nor consent to any departure by the Borrower therefrom shall in anyevent be effective unless the same shall be in writing and signed by the Bank,and then such waiver or consent shall be effective only for the specificpurpose for which given, and shall not be deemed a waiver of or consent to anyother matter or to the same matter in a different instance.  No notice to or demand on the Borrower in anycase shall entitle the Borrower to any other or further notice or demand insimilar or other circumstances.

**11.4.      **Costs, Fees and Expenses. The Borrower will pay any documentary, stamp or similar taxes payable inrespect of the Loan Documents or the Collateral granted hereby or in connectionherewith.  The Borrower will, on demand,reimburse the Bank for the fees and expenses of legal counsel for the Bankincurred by the Bank in connection with the preparation of the Loan Documents,and the negotiation and closing of the transactions contemplated hereby.  The Borrower will further, on demand,reimburse the Bank for all expenses, including the fees and expenses of legalcounsel for the Bank, incurred by the Bank in connection with any amendment ormodification of the Loan Documents, the administration of the Loans and theenforcement of the Loan Documents and the collection or attempted collection ofthe Obligations of the Borrower.

**11.5.      **WAIVER OF DEFENSES. THE BORROWER, ON BEHALF OF ITSELF AND ANY GUARANTOR OF ANY OF THEOBLIGATIONS, WAIVES EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION,COUNTERCLAIM OR SETOFF WHICH THE BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TOANY ACTION BY THE BANK IN ENFORCING THIS AGREEMENT.  PROVIDED THE BANK ACTS IN

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GOOD FAITH, THE BORROWER RATIFIES ANDCONFIRMS WHATEVER THE BANK MAY DO PURSUANT TO THE TERMS OF THIS AGREEMENT.  THIS PROVISION IS A MATERIAL INDUCEMENT FORTHE BANK GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.

**11.6.      **Forum Selection. 

(A)          *Consent to Jurisdiction. *Forthe purposes of any action or proceeding involving the Loan Documents or anyother agreement or document referred to therein, the Borrower hereby expresslysubmits to the jurisdiction of all federal and state courts located in theState of Illinois and consents that any order, process, notice of motion orother application to or by any of said courts or a judge thereof may be servedwithin or without such court’s jurisdiction by registered mail or by personalservice, provided a reasonable time for appearance is allowed.  The Borrower hereby irrevocably waives anyobjection that it may now or hereafter have to the laying of venue of any suit,action or proceeding arising out of or relating to this Agreement or any otherLoan Document brought in any federal or state court sitting in Cook County,State of Illinois, and hereby further irrevocably waives any claim that anysuch suit, action or proceeding brought in any such court has been brought inan inconvenient forum.

(B)           *WAIVER OF JURY TRIAL. *THEBORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENTPERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANYDISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT, THE NOTE, ANY OTHER OF THEDOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT REFERRED TO HEREIN OR THEREIN ANDAGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT AJURY.

**11.7.      **Indemnification. The Borrower agrees to indemnify the Bank from and against any and allliabilities, obligations, losses, damages, penalties, actions, judgments,suits, costs, expenses or disbursements of any kind or nature whatsoever(including, without limitation, fees and disbursements of counsel) which may beimposed on, incurred by, or asserted against the Bank in any litigation,proceeding or investigation instituted or conducted by any governmental agencyor instrumentality or any other Person with respect to any aspect of, or anytransaction contemplated by, or referred to in, or any matter related to, thisAgreement, whether or not the Bank is a party thereto, except to the extentthat any of the foregoing arises out of the gross negligence or willfulmisconduct of the Bank.

**11.8.      **Validity of Financing Statements. The Borrower acknowledges and agrees that this Agreement constitutes acommitment on the part of the Bank to make advances, incur obligations andotherwise to give value to the Borrower and that all financing statements filedhereunder shall remain in full force and effect until this Agreement shall havebeen terminated even if, at any time or times prior to such termination, noLoans or other Obligations shall be outstanding hereunder.  Accordingly, the Borrower waives any rightswhich it may have under Section 9-404(1) of the UCC to demand the filing oftermination statements with respect to the Collateral, and agrees that the Bankshall not be required to send such termination statements to the Borrower, orto file them with any filing office, unless and until this Agreement shall havebeen terminated and all Obligations of the Borrower shall have been paid infull in immediately available funds.

**11.9.      **Notices. Any notices or consents required or permitted by this Agreement shall bein writing and shall be delivered in person or sent by certified mail, postageprepaid, return receipt requested, or delivered by facsimile, or delivered by anationally recognized overnight express delivery service, in any case addressedas follows, unless such address is changed by written notice hereunder:

| (i)        If  to the Borrower: |   | Ebix, Inc. f/k/a Ebix.com, Inc., a Delaware  corporation |
|-------------------------------------------------------------------------|--------|----------------------------------------------------------|

 

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|                                                                            |   | 1900 E. Golf Road, Suite 1200                    |
|----------------------------------------------------------------------------|--------|--------------------------------------------------|
|                                                                       |   | Schaumburg, Illinois 60173                       |
|                                                                       |   |                                             |
| (ii)         If  to the Bank: |   | LaSalle Bank, N.A., national banking association |
|                                                                       |   | 135 S. LaSalle Street                            |
|                                                                       |   | Chicago, Illinois 60603                          |
|                                                                       |   | Attention: William J. Robertson                  |

 

Anysuch notice or communication shall be deemed to have been given either at thetime of personal delivery, or in the case of overnight express delivery, as ofthe date delivery was first attempted, or in the case of facsimile, uponreceipt or in the case of certified mail, five (5) days after delivery to theUnited States Postal Service.

**11.10.    **Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and by thedifferent parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original and all of which takentogether shall constitute but one and the same instrument.  Receipt of an executed signature page to thisAgreement by facsimile or other electronic transmission shall constituteeffective delivery thereof.  Electronicrecords of executed Loan Documents maintained by the Bank shall be deemed to beoriginals thereof.

**11.11.    **Assignability. The Bank may at any time assign the Bank’s rights in this Agreement, theother Loan Documents, the Obligations of the Borrower, or any part thereof andtransfer the Bank’s rights in any or all of the Collateral, and the Bankthereafter shall be relieved from all liability with respect to suchCollateral.  In addition, the Bank may atany time sell one or more participations in the Loans.  The Borrower may not sell or assign thisAgreement, or any other agreement with the Bank or any portion thereof, eithervoluntarily or by operation of Law, without the prior written consent of theBank.  This Agreement shall becomeeffective when it shall have been executed by the Borrower and the Bank, andthereafter shall be binding upon and inure to the benefit of the Borrower andthe Bank and their respective successors. All references herein to the Borrower shall be deemed to include anysuccessors, whether immediate or remote. In the case of a joint venture or partnership, the term “Borrower” shallbe deemed to include all joint venturers or partners thereof, who shall bejointly and severally liable hereunder.

**11.12.    **Confirmations. The Borrower and the Bank agree from time to time, upon written requestreceived by it from the other, to confirm to the other in writing the aggregateunpaid principal amount of the Loans then outstanding under such Note.

**11.13.    **Confidentiality. The Bank agrees to use commercially reasonable efforts (equivalent tothe efforts the Bank applies to maintain the confidentiality of its ownconfidential information) to maintain as confidential all information providedto them by the Borrower and designated as confidential, except that the Bankmay disclose such information (A) to Persons employed or engaged by the Bank inevaluating, approving, structuring or administering the Loans; (B) to anyassignee or participant or potential assignee or participant that has agreed tocomply with the covenant contained in this Section 11.13 (and any such assigneeor participant or potential assignee or participant may disclose suchinformation to Persons employed or engaged by them as described in clause (A)above); (C) as required or requested by any federal or state regulatoryauthority or examiner, or any insurance industry association, or as reasonablybelieved by the Bank to be compelled by any court decree, subpoena or legal oradministrative order or process; (D) as, on the advice of the Bank’s counsel,is required by Law; (E) in connection with the exercise of any right or remedyunder the Loan Documents or in connection with any litigation to which the Bankis a party; (F) to any nationally recognized rating agency that requires accessto information about the Bank’s investment portfolio in connection with ratingsissued with respect to the Bank; (G) to any Affiliate of the Bank who

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may provide Bank Products to the Borrower orany Subsidiary, or (H) that ceases to be confidential through no fault of theBank.

**11.14.    **Governing Law. This Agreement has been, and any other Loan Documents will be, deliveredand accepted in and shall be deemed to be, contracts made under and governed bythe Laws of the State of Illinois, and for all purposes shall be construed inaccordance with the Laws of said State.

**11.15.    **Severability. Any provision of this Agreement which is prohibited or unenforceable inany jurisdiction shall, as to such jurisdiction, be ineffective to the extentof such prohibition or unenforceability without invalidating the remainingprovisions hereof or affecting the validity or enforceability of such provisionin any other jurisdiction; wherever possible, each provision of this Agreementshall be interpreted in such manner as to be effective and valid underapplicable Law.

**11.16.    **Survival of Borrower Representations. All covenants, agreements, representations and warranties made by theBorrower herein and any and all certificates and instruments delivered by theBorrower in connection herewith shall, notwithstanding any investigation by theBank, be deemed material and relied on by the Bank and shall survive theexecution and delivery to the Bank of this Agreement, the Notes, the other LoanDocuments, and any extension or renewal thereof.

**11.17.    **Extensions of Bank’s Commitments. This Agreement shall secure and govern the terms of any amendments,extensions or renewals to the Note and the Loan Documents.

**11.18.    **Time of Essence. Time is of the essence in making payments of all amounts due the Bankunder this Agreement and in the performance and observance by the Borrower ofeach covenant, agreement, provision and term of this Agreement.

**11.19.    **Release of Claims Against Bank. In consideration of the Bank making the Loan, the Borrower and all otherObligors do each hereby release and discharge the Bank of and from any and allclaims, harm, injury, and damage of any and every kind, known or unknown, legalor equitable, which any Obligor may have against the Bank from the date oftheir respective first contact with the Bank until the date of this LoanAgreement including, but not limited to, any claim arising from any reports(environmental reports, surveys, appraisals, etc.) prepared by any partieshired or recommended by the Bank.  TheBorrower and all other Obligors confirm to Bank that they have reviewed theeffect of this release with competent legal counsel of their choice, or havebeen afforded the opportunity to do so, prior to execution of this LoanAgreement and the Loan Documents and do each acknowledge and agree that theBank is relying upon this release in extending the Loans to the Borrower.

**11.20.    **Additional Documents. From time to time, the Borrower will execute and deliver to Bank suchadditional documents and will provide such additional information as the Bankmay reasonably require to carry out the terms of this Agreement and be informedof the Borrower’s status and affairs.

**11.21.    **Exhibits and Schedules. All Exhibits and Schedules attached to this Agreement shall be deemedincorporated herein by this reference.

**11.22.    **Business Day. Whenever under the terms of this Agreement, the time for performance ofa covenant or condition falls upon a day which is not a Business Day, such timefor performance shall be extended to the next Business Day.  Unless otherwise stated, all referencesherein to “days” shall mean calendar days.

**11.23.    **Revival and Reinstatement ofObligations.  If the incurrence or payment of theObligations by any Obligor or the transfer to the Bank of any property shouldfor any reason subsequently be declared to be void or voidable under

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any state or federal Law relating tocreditors’ rights, including provisions of the Bankruptcy Code relating tofraudulent conveyances, preferences, or other voidable or recoverable paymentsof money or transfers of property (collectively, a “Voidable Transfer”), and ifthe Bank is required to repay or restore, in whole or in part, any suchVoidable Transfer, or elects to do so upon the reasonable advice of itscounsel, then, as to any such Voidable Transfer, or the amount thereof that theBank is required or elects to repay or restore, and as to all reasonable costs,expenses, and attorneys fees of the Bank, the Obligations shall automaticallyshall be revived, reinstated, and restored and shall exist as though suchVoidable Transfer had never been made.

**11.24.    **Customer Identification - USAPatriot Act Notice.  The Bank hereby notifies the Borrower thatpursuant to the requirements of the USA Patriot Act (Title III of Pub. L.107-56, signed into law October 26, 2001) (the “Act”), and the Bank’s policiesand practices, the Bank is required to obtain, verify and record certaininformation and documentation that identifies the Borrower, which informationincludes the name and address of the Borrower and such other information thatwill allow the Bank to identify the Borrower in accordance with the Act.

**11.25.    **Continuing Indebtedness. This Agreement amends and restates the Original Loan Agreement and theRevolving Credit Note constitutes a renewal and restatement of, and areplacement and substitution for, the existing Amended and Restated RevolvingCredit Note (the “Existing Revolving Note”). The indebtedness evidenced by the Existing Revolving Note is continuing indebtednessevidenced by the Revolving Credit Note and nothing herein shall be deemed toconstitute a payment, settlement or novation of the Existing Revolving Note, orto release or otherwise adversely affect any lien, mortgage or securityinterest securing such indebtedness or any rights of the Bank against anycollateral therefor or any guarantor, surety or other party primarily orsecondarily liable for such indebtedness.

**11.26.    **Final Agreement. This Agreement and the other Loan Documents supersede all priornegotiations, understandings and agreements of the parties hereto and theretoin respect of the transactions contemplated hereby, including withoutlimitation those expressed in any commitment or proposal letter.

**[Signature Page To Follow]**

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INWITNESS WHEREOF, the parties have hereunto caused this Agreement to be executedby their respective officers thereunto duly authorized, as of the date firstabove written.
|            | ** **  | BORROWER:                                                          |
|------------|-------------|--------------------------------------------------------------------|
| ** ** | ** **  | ** **                                                         |
| ** ** | ** **  | **EBIX, INC. f/k/a EBIX.COM, INC.,  A DELAWARE CORPORATION,** |
|       |        |                                                               |
|       |        |                                                               |
|       | By:         | /s/ R. J. Baum                                                     |
|       | Print Name: | R. J. Baum                                                         |
|       | Title:      | CFO                                                                |

 

 
|            | ** **  | **BANK:**              |
|------------|-------------|------------------------|
| ** ** | ** **  | ** **             |
| ** ** | ** **  | ** **             |
| ** ** | ** **  | **LASALLE BANK, N.A.** |
|       |        |                   |
|       |        |                   |
|       | By:         | /s/ Wm. Robertson      |
|       | Print Name: | Wm. Robertson          |
|       | Title:      | SVP                    |

 

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**EXHIBIT A**

**REVOLVING CREDIT NOTE**

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**EXHIBIT B**

**TERM NOTE**

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Schedule Index
| Schedule 5.3(a)-  |   | State of Incorporation  or Organization              |   |
|-------------------|--------|------------------------------------------------------|--------|
| Schedule  5.3(b)- |   | Addresses of Borrower’s  Other Locations        |   |
| Schedule  5.3(c)- |   | Trade Names, Prior  Legal Names, etc.                |   |
| Schedule  5.3(d)- |   | Patents, Trademarks,  Copyrights                     |   |
| Schedule  5.3(e)- |   | Borrower’s Instruments,  Deposit Accounts, etc. |   |
| Schedule  5.3(f)- |   | Collateral Not Located  in the United States         |   |
| Schedule  5.3(g)- |   | Collateral Located with  Third Parties               |   |
| Schedule  5.3(h)- |   | Collateral Subject to  Certificates of Title         |   |
| Schedule 6.13-    |   | Capital Securities owned by Borrower                 |   |

** **

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**SCHEDULE 5.3(a)**

** **

**STATE OF INCORPORATION ORORGANIZATION**
| Information Required                                              | ** ** | **Company** | ** ** |
|------------------------------------------------------------------------|------------|-------------|------------|
|                                                                   |       |        |       |
| Exact  Legal Name                                                      |       |        |       |
|                                                                   |       |        |       |
| State  of Organization                                                 |       |        |       |
|                                                                   |       |        |       |
| Type  of Organization                                                  |       |        |       |
|                                                                   |       |        |       |
| Organizational  I.D. Number                                            |       |        |       |
|                                                                   |       |        |       |
| Place of Business (or,  if more than one,  the Chief Executive Office) |       |        |       |

 

[ALL SCHEDULES TOBE COMPLETED FOR EACH DEBTOR]

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**SCHEDULE5.3(b)**

**ADDRESSESOF BORROWER’S OTHER LOCATIONS**

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**SCHEDULE5.3(c)**

**TRADE NAMES, PRIOR LEGAL NAMES, ETC.**

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**SCHEDULE5.3(d)**

**PATENTS**
| **Patent/Serial  No.**        | ** ** | **Country** | ** ** | **Co. Name Held In** | ** ** | **Issue Date** |
|-------------------------------|------------|-------------|------------|----------------------|------------|----------------|
| **     ** | ** ** | ** **  | ** ** | ** **           | ** ** | ** **     |
| **     ** | ** ** | ** **  | ** ** | ** **           | ** ** | ** **     |
| **     ** | ** ** | ** **  | ** ** | ** **           | ** ** | ** **     |
| **     ** | ** ** | ** **  | ** ** | ** **           | ** ** | ** **     |

 

**TRADEMARKS**
| **Trademark  Name**           | ** ** | **Registration/Serial No.** | ** ** | **Country** | ** ** | **Co. Name Held In.** | ** ** | **Issue Date** |
|-------------------------------|------------|-----------------------------|------------|-------------|------------|-----------------------|------------|----------------|
| **     ** | ** ** | ** **                  | ** ** | ** **  | ** ** | ** **            | ** ** | ** **     |
| **     ** | ** ** | ** **                  | ** ** | ** **  | ** ** | ** **            | ** ** | ** **     |
| **     ** | ** ** | ** **                  | ** ** | ** **  | ** ** | ** **            | ** ** | ** **     |
| **     ** | ** ** | ** **                  | ** ** | ** **  | ** ** | ** **            | ** ** | ** **     |

 

**COPYRIGHTS**
| **Copyright  Name**           | ** ** | **Country** | ** ** | **Co. Name Held In.** | ** ** | **Issue Date** |
|-------------------------------|------------|-------------|------------|-----------------------|------------|----------------|
| **     ** | ** ** | ** **  | ** ** | ** **            | ** ** | ** **     |
| **     ** | ** ** | ** **  | ** ** | ** **            | ** ** | ** **     |
| **     ** | ** ** | ** **  | ** ** | ** **            | ** ** | ** **     |
| **     ** | ** ** | ** **  | ** ** | ** **            | ** ** | ** **     |

 

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**SCHEDULE5.3(e)**

Instruments:

 

Deposit Accounts:

 

Investment Property:

 

Letter-of-Credit Rights:

 

Chattel Paper:

 

Documents:

 

Commercial Tort Claims:

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**SCHEDULE5.3(f)**

**COLLATERAL NOT LOCATED IN THE UNITEDSTATES**

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**SCHEDULE 5.3(g)**

**COLLATERALLOCATED WITH THIRD PARTIES**

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**SCHEDULE 5.3(h)**

**COLLATERAL SUBJECT TO CERTIFICATE OF TITLE**

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**SCHEDULE6.13**

**CAPITAL SECURITIES OWNED BY BORROWER**

 

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