Exhibit 10.48


SEVENTH AMENDMENT TO

AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT AND

MODIFICATION OF AMENDED AND RESTATED
REVOLVING CREDIT NOTE


This Seventh Amendment to Amended and
Restated Loan and Security Agreement and Modification of Amended and Restated
Revolving Credit Note (the “Seventh Amendment”), dated as of the 10th day of March, 2007 is made by and among IWT
TESORO CORPORATION, a Nevada corporation with its chief executive office and
principal place of business at Suite 10, 191 Post Road West, Westport,
Connecticut 06880, INTERNATIONAL WHOLESALE TILE, INC., a Florida corporation
with its chief executive office and principal place of business at 3500 S.W. 42nd Avenue, Palm City, Florida 34990; THE TILE
CLUB, INC., a Delaware corporation with its chief executive office and
principal place of business at Suite 10, 191 Post Road West, Westport,
Connecticut 06880 (“The Tile Club”), and TESORO DIRECT, INC. f/k/a IMPORT
FLOORING GROUP, INC., a Delaware corporation with its chief executive office
and principal place of business at Suite 10, 191 Post Road West, Westport,
Connecticut 06880 (“Tesoro”) (jointly and severally and together with their
successors and assigns, collectively, the “Borrower”) and BANK OF AMERICA,
N.A., with an office at 200 Glastonbury Boulevard, Glastonbury, Connecticut
06033 (the “Lender”).


W I T N E S S E T H:


WHEREAS, Borrower and the Lender are parties to a certain Amended and
Restated Loan and Security Agreement dated as of December 31, 2004, as amended
by that certain First Amendment to Amended and Restated Loan and Security
Agreement dated April 25, 2005, that certain Second Amendment to Amended and
Restated Loan and Security Agreement dated June 30, 2005, that certain Third
Amendment to Amended and Restated Loan and Security Agreement dated November
17, 2005, that certain Fourth Amendment to Amended and Restated Loan and
Security Agreement dated March 31, 2006, that certain Fifth Amendment to
Amended and Restated Loan and Security Agreement dated September 5, 2006 and
that certain Sixth Amendment to Amended and Restated Loan and Security
Agreement and Modification of Amended and Restated Revolving Credit Note dated
as of December 10, 2006 (collectively, the “Loan Agreement”), pursuant to which
the Lender agreed to extend to Borrower a revolving loan in the principal
amount of up to $26,500,000 (“Loan”); and


WHEREAS, the Loan is evidenced by that certain Second Amended and
Restated Revolving Credit Note dated as of September 5, 2006 in the original
principal amount of Twenty-Six Million Five Hundred Thousand and 00/100 Dollars
($26,500,000.00) (the “Note”); and


WHEREAS, Borrower and Lender desire to amend the Loan Agreement and the
Note in certain respects; and


WHEREAS, Section 11.3 of the Loan Agreement provides, in part, that no
modification or amendment of the Loan Agreement shall be effective unless the
same shall be in writing and signed by the parties thereto;


NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto agree as follows:


1.             Defined Terms.
Capitalized terms used in this Seventh Amendment which are defined in the Loan
Agreement shall have the same meanings as defined therein, unless otherwise
defined herein.



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2.             Amendment of Loan Agreement.


(a)           Section
4.1 of the Loan Agreement, entitled “Term of the Agreement”, is hereby
deleted in its entirety and replaced with the following:


4.1           Term of Agreement.  Subject to Lender’s right to cease making
Loans to Borrower upon or after the occurrence of any Default or Event of
Default, this Agreement shall be in effect for a period, through and including
June 10, 2007 (the “Term”).


(b)           The
following Section, entitled “Minimum EBITDA” is hereby added as a new
Section 8.3.4 of the Loan Agreement:


8.3.4        Minimum
EBITDA.  Maintain EBITDA of not less
than the following amounts for each of the following calendar months in the
2007 fiscal year:




	
  Amount

  	
   

  	
  Calendar
  Month

  
	
  $100,000.00

  	
   

  	
  January

  
	
  $100,000.00

  	
   

  	
  February

  
	
  $100,000.00

  	
   

  	
  March

  
	
  $245,000.00

  	
   

  	
  April

  
	
  $245,000.00

  	
   

  	
  May

  
	
  $225,000.00

  	
   

  	
  June

  






 


This covenant shall be
tested on the last day of each calendar month by reference to the calendar
month then ending.


(c)           Section 9.4 of the
Agreement, entitled “Availability” is hereby deleted in its entirety and
replaced with the following:


9.4           Availability.  Availability on a daily basis as of the end
of each fiscal quarter shall not be less than $500,000.00.  This covenant shall be tested daily.


Notwithstanding
anything contained in this Section 9.4 to the contrary, the minimum
Availability required by this Section 9.4 shall be $250,000 until the earlier
to occur of: (i) the date Borrower receives one or more shipments into the
United States of that certain Inventory being shipped from Brazil with an aggregate
value of approximately $1,400,000 such that the Availability is once again
$500,000, or (ii) May 15, 2007.  Until such time as Availability is reinstated
at $500,000, Borrower shall deliver an inventory aging report upon receipt of
any Brazilian inventory.


3.             Amendment of Note.  The Note is hereby amended by deleting the
phrase, “March 10, 2007” in the tenth (10th) line of the first (1st) paragraph thereof and replacing it with
the phrase, “June 10, 2007”.


4.             No
Other Changes. Except as explicitly amended by this Seventh Amendment, all
of the terms and conditions of the Loan Agreement shall remain in full force
and effect and shall apply to any loan, letter of credit or swing line loans
thereunder.


5.             Representations
and Warranties. Borrower hereby represents and warrants to Lender as
follows:



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(a)           Borrower has all
requisite power and authority to execute this Seventh Amendment and to perform all of its obligations
hereunder, and this Seventh Amendment
has been duly executed and delivered by Borrower and constitutes the legal, valid and binding
obligation of Borrower, enforceable in accordance with its terms.


(b)           The execution,
delivery and performance by Borrower of this Seventh Amendment have been duly
authorized by all necessary corporate action and do not (i) require any
authorization, consent or approval by any governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign,
(ii) violate any provision of any law, rule or regulation or of any order,
writ, injunction or decree presently in effect, having applicability to
Borrower, or the articles of incorporation or by-laws of Borrower, or
(iii) result in a breach of or constitute a default under any indenture or
loan or credit agreement or any other agreement, lease or instrument to which
Borrower is a party or by which it or its properties may be bound or affected.


(c)           All of the
representations and warranties contained in Section 7 of the Loan Agreement are
correct on and as of the date hereof as though made on and as of such date,
except to the extent that such representations and warranties relate solely to
an earlier date.


6.             References.
All references in the Loan Agreement to “this Agreement” shall be deemed to
refer to the Loan Agreement as amended hereby; and any and all references in
the Loan Documents to the Loan Agreement shall be deemed to refer to the Loan
Agreement as amended hereby.


7.             Release.
Borrower hereby absolutely and unconditionally releases and forever discharges
the Lender, and any and all participants, parent corporations, subsidiary
corporations, affiliated corporations, insurers, indemnitors, successors and
assigns thereof, together with all of the present and former directors,
officers, agents and employees of any of the foregoing, from any and all
claims, demands or causes of action of any kind, nature or description, whether
arising in law or equity or upon contract or tort or under any state or federal
law or otherwise, which Borrower has had, now has or has made claim to have
against any such person for or by reason of any act, omission, matter, cause or
thing whatsoever arising from the beginning of time to and including the date
of this Seventh Amendment, whether such claims, demands and causes of action
are matured or unmatured or known or unknown.


8.             Confirmation of
other Loan Documents.  Borrower
agrees notwithstanding the amendment of the Loan Agreement pursuant to this
Seventh Amendment, that the other Loan Documents and its agreements, covenants,
obligations, representations and warranties thereunder and therein are hereby
expressly ratified, confirmed and restated.


9.             Benefit.  This Seventh Amendment shall inure to the
benefit of and bind the parties hereto and their respective successors and
assigns.


10.           Fees and Expenses.  Borrower agrees to pay:


(a)           the reasonable legal
and other fees, commissions, costs, charges, taxes and other expenses incurred
by Lender in connection with the preparation, execution and delivery of this
Seventh Amendment; and the fees and disbursements of Lender’s counsel; and



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(b)           an amendment fee in
the amount of Twenty-Five Thousand and 00/100 Dollars ($25,000.00), which
amendment fee is deemed upon receipt by Lender fully earned and non-refundable
under any circumstance.


11.           Limitation.  The foregoing does not constitute an
agreement by the Lender to consent to additional transactions or amendments to
the various provisions of the Loan Agreement. 
The Borrower hereby acknowledges that the Lender shall be entitled to require
strict compliance by the Borrower with the Loan Agreement and the Loan
Documents.


12.           Miscellaneous.  This Seventh Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original and all of which counterparts, taken together, shall
constitute one and the same instrument.


[signature page follows]



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[signature page to Seventh Amendment]


IN
WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be
duly executed as of the date first written above.


	
  

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  IWT TESORO CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Henry J. Boucher, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
   

  	
  Duly Authorized

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERNATIONAL
  WHOLESALE TILE, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Duly
  Authorized

  Paul F. Boucher

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE TILE CLUB,
  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Henry J.
  Boucher, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Its President

  
	
   

  	
   

  	
   

  	
   

  	
  Duly Authorized

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TESORO DIRECT,
  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Henry J.
  Boucher, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Its President

  
	
   

  	
   

  	
   

  	
   

  	
  Duly Authorized

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
											



 



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  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Deirdre Sikora

  
	
   

  	
   

  	
   

  	
   

  	
  Its Vice President

  
	
   

  	
   

  	
   

  	
   

  	
  Duly Authorized

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



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