Exhibit
4.13





SENIOR
LOAN, SECURITY AND PLEDGE AGREEMENT




This
SENIOR LOAN, SECURITY AND PLEDGE AGREEMENT dated as of January 15, 2010 (this
“Agreement”), is executed by and among DAL GROUP, LLC, a limited liability
company organized under the laws of the State of Delaware (the “Borrower”),
which has its chief executive office located at 900 South Pine Island Road,
Suite 400, Plantation, Florida 33324, and the lenders listed on Schedule 1 hereto
(collectively, the “Lenders” and each a “Lender”).  The Borrower and
the Lenders are referred to from time to time in this Agreement individually as
a “Party” and together as the “Parties.”




BACKGROUND




The
Borrower has requested that the Lenders make loans and advances available to the
Borrower; and the Lenders have agreed to make such loans and advances to the
Borrower on the terms and conditions set forth in this Agreement.




AGREEMENT




NOW,
THEREFORE, in consideration of the mutual covenants and undertakings and the
terms and conditions contained herein, the parties hereto agree as
follows:




Section
1  DEFINITIONS.




1.1  Defined
Terms.  For the purposes of this Agreement, the following
capitalized words and phrases shall have the meanings set forth
below.




“Affiliate” of any
person or entity shall mean (a) any other person or entity which, directly or
indirectly, controls or is controlled by or is under common control with such
person or entity or (b) any officer or director of such entity.  A
person or entity shall be deemed to be “controlled by” any other person or
entity if such person or entity possesses, directly or indirectly, power to
direct or cause the direction of the management and policies of such person or
entity whether by contract, ownership of voting securities, membership interests
or otherwise.




“Bankruptcy Code”
shall mean the United States Bankruptcy Code, as now existing or hereafter
amended.




“Business Day” shall
mean any day other than a Saturday, Sunday or a legal holiday on which Lenders
are authorized or required to be closed for the conduct of commercial banking
business in New York, New York.




“Capital Expenditures”
shall mean all expenditures (including Capitalized Lease Obligations) which, in
accordance with GAAP, would be required to be capitalized and shown on the
consolidated balance sheet of the Borrower and its Subsidiaries, but excluding
expenditures made in connection with the replacement, substitution or
restoration of assets to the extent financed (a) from insurance proceeds (or
other similar recoveries) paid on account of the loss of or damage to the assets
being replaced or restored or (b) with awards of compensation arising from the
taking by eminent domain or condemnation of the assets being
replaced.




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“Capital Lease” shall
mean a lease of any interest in any kind of property or asset, whether real,
personal or mixed, or tangible or intangible, by a lessee that is, or should be
recorded as a “capital lease” on the financial statements of the lessee prepared
in accordance with GAAP.




“Capital Securities”
shall mean, with respect to any Person, all shares, participations, membership
interests or other ownership interests of any kind (however designated, whether
voting or non-voting) of such Person’s capital, whether now outstanding or
issued or acquired after the date hereof, including common shares, preferred
shares, membership interests in a limited liability company, limited or general
partnership interests in a partnership or any other equivalent of such ownership
interest.




“Capitalized Lease
Obligations” shall mean all rental obligations as lessee under a Capital
Lease which are or will be required to be capitalized on the books of the lessee
in accordance with GAAP.




“Change in Control”
shall mean the occurrence of any of the following events: (a) Chardan shall
cease to own and control, directly or indirectly, at least the percentage of the
outstanding Capital Securities of the Borrower that it owns or controls on the
date of this Agreement, as adjusted for this purpose to reflect the conversion
of the Series B Preferred Units into Common Units when they actually convert;
(b) the granting by Chardan, directly or indirectly, of a security interest in
its ownership interest in the Borrower, which could result in a change in the
identity of the individuals or entities in control of the Borrower; (c) a sale
by the Borrower of its interest in a Guarantor or (d) a sale of all or
substantially all of the assets of Borrower or a Guarantor.  For the
purpose hereof, the terms “control” or “controlling” shall mean the possession
of the power to direct, or cause the direction of, the management and policies
of the Borrower by contract or voting of securities or ownership
interests.




“Chardan” shall mean
Chardan 2008 China Acquisition Corp., a corporation organized under the laws of
the British Virgin Islands.




“Chardan Change in
Control” shall mean (a) a merger involving Chardan if, following the
merger, the shareholders of Chardan immediately prior to the merger do not own
more than fifty percent (50%) of the total voting power of the surviving
company; (b) a share exchange in which the shareholders of Chardan exchange
their shares in Chardan for shares of another corporation, provided, that such
share exchange shall result in the exchange of more than fifty percent (50%) of
the total fair market value or total voting power of Chardan shares outstanding
before such share exchange for shares of another corporation, if, following the
share exchange, the shareholders of Chardan immediately prior to the share
exchange do not own more than fifty percent (50%) of the total voting power of
such other corporation following the share exchange; (c) a sale of all or
substantially all of the assets of Chardan, except to an Affiliate and/or except
if, following the sale, the shareholders of Chardan immediately prior to the
sale own more than fifty percent (50%) of the voting power, directly or
indirectly, of the acquiring company;  (d) any person or group of
persons (as defined in Section 13(d) of the Securities Exchange Act of 1934, as
amended) (other than David J. Stern or any Affiliate of David J. Stern or any
employee benefit plan or employee benefit trust benefiting the employees of any
Obligor) becoming a beneficial owner, directly or indirectly, of securities of
Chardan representing more than fifty percent (50%)





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 of either
the total fair market value of Chardan’s securities, or the combined voting
power of Chardan’s then outstanding voting securities; (e) a merger or share
exchange involving the Borrower and/or any Guarantor, if (i) following the
transaction, the Borrower and/or all of the Guarantors are no longer Affiliates
of Chardan and (ii) following the transaction, the shareholders of Chardan
immediately prior to the merger or share exchange do not own more than fifty
percent (50%) of the total voting power, directly or indirectly, of the
surviving or acquiring company; or (f) the Borrower and/or any Guarantor is no
longer an Affiliate of Chardan.




“Collateral” shall
have the meaning set forth in Section 3.1 hereof.




“Collateral Access
Agreement” shall mean an agreement in form and substance reasonably
satisfactory to each Lender pursuant to which a mortgagee or lessor of real
property on which any collateral for the Obligations is stored or otherwise
located, or a processor or other bailee holding property owned by the Borrower
or any of its Subsidiaries, acknowledges the security interests of each Lender
and waives any liens held by such person on such property, and, in the case of
any such agreement with a mortgagee or lessor, permits the Lenders reasonable
access to and use of such real property following the occurrence and during the
continuance of an Event of Default to assemble, complete and sell any collateral
stored or otherwise located thereon.




“Common Units” has the
meaning set forth in the Operating Agreement.




“EBITDA” shall mean
earnings before interest, taxes, depreciation and amortization, as reflected on
the Borrower’s and its Subsidiaries’ financial statements determined in
accordance with GAAP.




“Environmental Laws”
shall mean all present or future federal, state or local laws, statutes, common
law duties, rules, regulations, ordinances and codes, together with all
administrative or judicial orders, consent agreements, directed duties,
requests, licenses, authorizations and permits of, and agreements with, any
governmental authority, in each case relating to any matter arising out of or
relating to public health and safety, or pollution or protection of the
environment or workplace, including any of the foregoing relating to the
presence, use, production, generation, handling, transport, treatment, storage,
disposal, distribution, discharge, emission, release, threatened release,
control or cleanup of any Hazardous Substance.




“ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to
time.




“Event of Default”
shall mean any of the events or conditions which are set forth in Section 8
hereof.




“GAAP” shall mean
United States generally accepted accounting principles set forth from time to
time in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the





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 circumstances
as of the date of determination, provided, however, that interim financial
statements or reports shall be deemed in compliance with GAAP despite the
absence of footnotes and fiscal year-end adjustments as required by
GAAP.




“Guarantor” and “Guarantors” shall
mean, respectively, each of and collectively, the following: DJS Processing,
LLC, Default Servicing, LLC and Professional Title and Abstract Company of
Florida, LLC.




“Guaranty” shall mean,
collectively, each Guaranty dated as of the date of this Agreement, executed by
each of the Guarantors to and for the benefit of the Lenders, in the form
prepared by and reasonably acceptable to the Lenders.




“Hazardous Substances”
shall mean (a) any petroleum or petroleum products, radioactive materials,
asbestos in any form that is or could become friable, urea formaldehyde foam
insulation, dielectric fluid containing levels of polychlorinated biphenyls,
radon gas and mold; (b) any chemicals, materials, pollutant or substances
defined as or included in the definition of “hazardous substances”, “hazardous
waste”, “hazardous materials”, “extremely hazardous substances”, “restricted
hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”,
“pollutants” or words of similar import, under any applicable Environmental Law;
and (c) any other chemical, material or substance, the exposure to, or release
of which is prohibited, limited or regulated by any governmental authority or
for which any duty or standard of care is imposed pursuant to, any Environmental
Law.




“Intellectual
Property” shall mean the collective reference to all rights, priorities
and privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including copyrights,
patents, service marks and trademarks, and all registrations and applications
for registration therefor and all licensees thereof, trade names, domain names,
technology, know-how and processes, and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom.




“Junior Loan
Agreement” shall mean the Loan, Security and Pledge Agreement, dated as
of the date hereof, among the Borrower and the Junior Secured Parties, as may be
amended, restated, supplemented or otherwise modified from time to
time.




“Junior Obligations”
shall mean the “Obligations” as such term is defined in the Junior Loan
Agreement.




“Junior Secured
Parties” shall mean, collectively, the Law Offices of David J. Stern,
P.A., a professional association licensed to practice law in the State of
Florida, Professional Title and Abstract Company of Florida, Inc., a corporation
organized under the laws of the State of Florida, and Default Servicing, Inc., a
corporation organized under the laws of the State of Florida.




“Liabilities” shall
mean at all times all liabilities of the Borrower and its Subsidiaries that
would be shown as such on a balance sheet of the Borrower or its Subsidiaries
prepared in accordance with GAAP.




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“Loan Documents” shall
mean the Term Notes, the Operating Company Security Agreements, this Agreement,
the Subordination and Intercreditor Agreement and each Guaranty, as each may be
amended, restated, supplemented or otherwise modified from time to
time.




“Material Adverse
Effect” shall mean (a) a material adverse change in, or a material
adverse effect upon, the assets, business, properties, condition (financial or
otherwise) or results of operations of the Borrower and its Subsidiaries taken
as a whole, (b) a material impairment of the ability of the Borrower or any
Obligor to perform any of the Obligations under any of the Loan Documents, or
(c) a material adverse effect on (i) any substantial portion of any collateral
for the Obligations, (ii) the legality, validity, binding effect or
enforceability against the Borrower or any Obligor of any of the Loan Documents,
(iii) the perfection or priority of any lien or security interest granted to any
Lender under any Loan Document, or (iv) the rights or remedies of any Lender
under any Loan Document.




“Maturity Date” shall
mean the Maturity Date stated in the Term Notes, as such date may be extended by
the Lenders pursuant to any modification, extension or renewal note executed by
the Borrower and accepted by the Lenders in their sole and absolute discretion
in substitution for the Term Notes.




“Obligations” shall
mean the obligations under the Term Notes, all interest accrued thereon
(including interest which would be payable post-petition in connection with any
bankruptcy or similar proceeding, whether or not permitted as a claim
thereunder), any fees due to any Lender hereunder, any reasonable expenses
incurred by any Lender hereunder and any and all other liabilities and
obligations of the Borrower to any Lender whether under this Agreement or under
any other Loan Document.




“Obligor” shall mean
the Borrower, any Guarantor, accommodation endorser, third party pledgor, or any
other party liable with respect to the Obligations.




“Operating Agreement”
shall mean the Amended and Restated Operating Agreement of DAL Group, LLC, dated
as of the date of this Agreement.




“Operating Companies”
shall mean, collectively, DJS Processing, LLC, Professional Title and Abstract
Company of Florida, LLC, and Default Servicing, LLC.




“Operating Company Operating
Agreement” shall mean, collectively, the Limited Liability Company
Agreement of DJS Processing, LLC, dated January 14, 2010, the Limited Liability
Company Agreement of Professional Title and Abstract Company of Florida, LLC,
dated January 14, 2010 and the Limited Liability Company Agreement of Default
Servicing, LLC, dated January 14, 2010, as each may be amended from time to
time.




“Operating Company Security
Agreement” shall mean, collectively, each Senior Security Agreement dated
as of even date herewith made by each Guarantor in favor of the Lenders pursuant
to which such Guarantor grants to the Lenders a security interest in
substantially all of its assets, as amended, restated, modified or supplemented
and in effect from time to time.




“Organizational
Identification Number” shall mean, with respect to Borrower, the
organizational identification number assigned to Debtor by the applicable
governmental unit or agency of the jurisdiction of organization of the
Borrower.




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“Permitted Liens”
shall mean (a) liens for taxes, assessments or other governmental charges not at
the time delinquent or thereafter payable without penalty or being contested in
good faith by appropriate proceedings and, in each case, for which it maintains
adequate reserves in accordance with GAAP and in respect of which no lien has
been filed; (b) liens arising in the ordinary course of business (such as (i)
liens of carriers, warehousemen, mechanics and materialmen and other similar
liens imposed by law, and (ii) liens in the form of deposits or pledges incurred
in connection with worker’s compensation, unemployment compensation and other
types of social security (excluding liens arising under ERISA) or in connection
with surety bonds, bids, performance bonds and similar obligations) for sums not
overdue or being contested in good faith by appropriate proceedings and not
involving any advances or borrowed money or the deferred purchase price of
property or services, which do not in the aggregate materially detract from the
value of the property or assets of the Borrower or any of its Subsidiaries or
materially impair the use thereof in the operation of the Borrower’s business or
any of its Subsidiaries’ businesses and, in each case, for which it maintains
adequate reserves in accordance with GAAP and in respect of which no lien has
been filed; (c) attachments, appeal bonds, judgments and other similar liens to
the extent such liens have not yet resulted in an Event of Default under Section
8.9 hereof; (d) easements, rights of way, restrictions, minor defects or
irregularities in title and other similar liens not interfering in any material
respect with the ordinary conduct of the business of Borrower or any Guarantor;
(e) liens arising in connection with Capitalized Lease Obligations (and
attaching only to the property being leased); (f) liens granted to the Lenders
and the Secured Party Representative hereunder and under the Loan Documents; (g)
liens listed on Schedule 6.2, (h) bankers’ liens, rights of set off or similar
rights for financial institutions in any deposit accounts; (i) any interest or
title of a lessor under any operating lease entered into in the ordinary course
of business and covering only the assets so leased, (j) any interest of title of
a licensor, sublicensor, lessor or sublessor, lessee or sublessee, in each case
under any license or lease agreement in the ordinary course of business, and
liens arising from UCC financing statements (or equivalent filings,
registrations or agreements in foreign jurisdictions) solely evidencing a
lessor’s interest under leases, (k) liens on insurance policies and the proceeds
thereof securing the financing of the premiums with respect thereto; and (l) any
renewal or extension of any lien permitted above, so long as such renewal or
extension does not extend the lien to any additional property or secure a
greater obligation, other than after-acquired title in such property and the
proceeds thereof.




“Person” shall mean
any natural person, partnership, limited liability company, corporation, trust,
joint venture, joint stock company, association, unincorporated organization,
government or agency or political subdivision thereof, or other entity, whether
acting in an individual, fiduciary or other capacity.




“Pledged Membership
Interests” shall mean Borrower’s entire membership in each DJS
Processing, LLC, Professional Title and Abstract Company of Florida, LLC and
Default Servicing, LLC.




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“Pro Rata Share” shall
mean with respect to all matters relating to any Lender (a) with respect to the
commitment of that Lender to advance its share of the Term Loan on the date
hereof, the percentage obtained by dividing (i) the amount set forth next to
such Lender’s name on Schedule 1 hereto by
(ii) the aggregate amount of the Term Loan Commitment to be advanced by all of
the Lenders on the date hereof and (b) with respect to the Term Loan after the
advancing of the Term Loan, the percentage obtained by dividing (i) the
aggregate outstanding principal balance of the Term Loan held by that Lender by
(ii) the outstanding principal balance of the Term Loans held by all
Lenders.




“Secured Party
Representative” has the meaning set forth in Section 10.14.




“Series B Preferred
Units” has the meaning set forth in the Operating Agreement.




“Subordinated Debt”
shall mean that portion of the Liabilities of the Borrower and each Subsidiary
in existence on the date hereof which is subordinated to the Obligations in a
manner reasonably satisfactory to the Lenders, including right and time of
payment of principal and interest.




“Subordination and
Intercreditor Agreement” shall mean the Subordination and Intercreditor
Agreement dated as of even date herewith among the Borrower, the Lenders, the
Lender (as defined in the Junior Loan Agreement) and the Junior Secured
Parties.




“Subsidiary” and
“Subsidiaries”
shall mean each and all such corporations, partnerships, limited partnerships,
limited liability companies, limited liability partnerships, joint ventures or
other entities of which or in which the Borrower owns, directly or indirectly,
such number of outstanding Capital Securities as have more than fifty percent
(50.00%) of the ordinary voting power for the election of directors or other
managers of such corporation, partnership, limited liability company or other
entity.




“Term Loan” has the
meaning set forth in Section 2.1.




“Term Loan Commitment”
means (a) as to any Lender, the commitment of such Lender to make its Pro Rata
Share of the Term Loan on the date hereof as set forth on Schedule 1 to this
Agreement, and (b) as to all Lenders, the aggregate commitment of all Lenders to
make the Term Loan, which aggregate commitment shall be [FIFTEEN MILLION
EIGHTY-EIGHT THOUSAND SEVEN HUNDRED THIRTY-FIVE DOLLARS AND NINETY-SEVEN CENTS
($15,088,735.97)] on the date hereof.  After advancing the Term Loan,
each reference to a Lender’s Term Loan Commitment shall refer to that Lender’s
Pro Rata Share of the outstanding Term Loan.




“Term Note” and “Term Notes” shall
mean, respectively, each of and collectively, the senior term notes, each in
substantially the form of Exhibit A and duly
executed by the Borrower and payable to the order of any Lender or Lenders,
together with any and all renewal, extension, modification or replacement notes
executed by the Borrower and delivered any Lender and given in substitution
therefor in accordance with the terms hereof.




“UCC” shall mean the
Uniform Commercial Code in effect in the State of New York from time to
time.




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“Unmatured Event of
Default” shall mean any event which, with the giving of notice, the
passage of time or both, would constitute an Event of Default.




“Voidable Transfer”
shall have the meaning set forth in Section 10.3 hereof.




1.2  Accounting
Terms.  Any accounting terms used in this Agreement which are
not specifically defined herein shall have the meanings customarily given them
in accordance with GAAP.  Calculations and determinations of financial
and accounting terms used and not otherwise specifically defined hereunder and
the preparation of financial statements to be furnished to any Lender pursuant
hereto shall be made and prepared, both as to classification of items and as to
amount, in accordance with sound accounting practices and GAAP as used in the
preparation of the financial statements of the Borrower and its Subsidiaries on
the date of this Agreement.  If any changes in accounting principles
or practices from those used in the preparation of the Borrower’s, the
Subsidiaries’ or any Guarantor’s financial statements are hereafter occasioned
by the promulgation of rules, regulations, pronouncements and opinions by or
required by the Financial Accounting Standards Board or the American Institute
of Certified Public Accountants (or any successor thereto or agencies with
similar functions), which results in a material change in the method of
accounting in the financial statements required to be furnished to any Lender
hereunder or in the calculation of financial covenants, standards or terms
contained in this Agreement, the Parties hereto agree to enter into good faith
negotiations to amend such provisions so as equitably to reflect such changes to
the end that the criteria for evaluating the financial condition and performance
of the Borrower, the Subsidiaries and the Guarantors will be the same after such
changes as they were before such changes; and if the Parties fail to agree on
the amendment of such provisions, the Borrower, each Subsidiary and the
Guarantors will furnish financial statements in accordance with such changes for
all financial covenants, shall perform all financial covenants and shall
otherwise observe all financial standards and terms in accordance with
applicable accounting principles and practices in effect immediately prior to
such changes. Calculations with respect to financial covenants required to be
stated in accordance with applicable accounting principles and practices in
effect immediately prior to such changes shall be reviewed and certified by the
Borrower’s, the Subsidiaries’ and Guarantors’ accountants.




1.3  Other Terms Defined in
UCC.  All other capitalized words and phrases used herein and
not otherwise specifically defined herein shall have the respective meanings
assigned to such terms in the UCC, to the extent the same are used or defined
therein.




1.4  Other Interpretive
Provisions.




(a)  The
meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms.  Whenever the context so requires, the
neuter gender includes the masculine and feminine, the single number includes
the plural, and vice versa.




(b)  Section
and Schedule references are to this Agreement unless otherwise
specified.  The words “hereof”, “herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement




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(c)  The term
“including” is not limiting, and means “including, without
limitation”.




(d)  In the
computation of periods of time from a specified date to a later specified date,
the word “from” means “from and including”; the words “to” and “until” each mean
“to but excluding”, and the word “through” means “to and
including.”




(e)  Unless
otherwise expressly provided herein, (i) references to agreements (including
this Agreement and the other Loan Documents) and other contractual instruments
shall be deemed to include all subsequent amendments, restatements, supplements
and other modifications thereto, but only to the extent such amendments,
restatements, supplements and other modifications are not prohibited by the
terms of any Loan Document, and (ii) references to any statute or regulation
shall be construed as including all statutory and regulatory provisions
amending, replacing, supplementing or interpreting such statute or
regulation.




(f)  To the
extent any of the provisions of the other Loan Documents are inconsistent with
the terms of this Agreement, the provisions of this Agreement shall
govern.




(g)  This
Agreement and the other Loan Documents may use several different limitations,
tests or measurements to regulate the same or similar matters.  All
such limitations, tests and measurements are cumulative and each shall be
performed in accordance with its terms.




Section
2  TERM
NOTES AND OBLIGATIONS.




2.1  Term Notes. Subject
to the terms and conditions of this Agreement and the other Loan Documents, and
in reliance upon the representations and warranties of the Borrower set forth
herein and in the other Loan Documents, on the date of this Agreement, (a) (i)
each Lender designated as a “new lender” on Schedule 1 hereto
agrees to make a term loan (collectively, the “New Term Loan”) on the date
hereof to the Borrower in the amount equal to the applicable Lender’s Term Loan
Commitment and (ii) each Lender designated as a “deferred lender” on Schedule 1 hereto
agrees to receive a promissory note in an amount equal to the applicable
Lender’s Term Loan Commitment in exchange for certain obligations owed to them
by the Borrower (collectively, the “Deferred Term Loan”, and collectively with
the New Term Loan, the “Term Loan”) and (b) Borrower shall issue to the Lenders,
and the Lenders shall accept from Borrower, the Term Notes.  The
principal amount of the Term Notes outstanding from time to time shall bear
interest at the rate set forth in the Term Notes and shall be repaid as provided
in the Term Notes.  Repayment of the Term Notes is due in full on the
Maturity Date, unless the Obligations are otherwise accelerated, terminated or
extended as provided in this Agreement.  All payments and prepayments
of any amounts due under the Term Notes or with respect to any Obligations shall
be paid by the Borrower to the Lenders on a pro rata basis in accordance with
each Lender’s Term Loan Commitment.  The obligations of each Lender
hereunder shall be several and not joint.




2.2  Interest and Fee
Computation; Collection of Funds.  If any payment to be made by
the Borrower pursuant to this Agreement or the Term Notes shall become due on a
day other than a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in computing any
interest in respect of such payment.  All payments made by the
Borrower under any of the Loan Documents shall be made without setoff,
counterclaim, or other defense.




2.3  Obligations.  The
Obligations shall constitute one general obligation of the Borrower, and shall
be secured by each Lender’s security interest in and lien upon any Collateral
and by all other security interests, liens, claims and encumbrances heretofore,
now or at any time or times hereafter granted by the Borrower and/or any
Subsidiary to each Lender.




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Section
3  SECURITY
FOR THE OBLIGATIONS.




3.1  Security for
Obligations.  As security for the payment and performance of
the Obligations, the Borrower does hereby pledge, assign, transfer, deliver and
grant to each Lender and to the Secured Party Representative on behalf of the
Lenders a continuing and unconditional first priority security interest in and
to any and all personal property of the Borrower, of any kind or description,
tangible or intangible, wherever located and whether now existing or hereafter
arising, created or acquired, including the following (all of which property,
along with the products and proceeds therefrom, are individually and
collectively referred to as the “Collateral”):




(a)  all
property of, or for the account of, the Borrower now or hereafter coming into
the possession, control or custody of, or in transit to, any Lender or any agent
or bailee for any Lender or any parent, affiliate or subsidiary of any Lender or
any participant with any Lender (whether for safekeeping, deposit, collection,
custody, pledge, transmission or otherwise), including all earnings, dividends,
interest, or other rights in connection therewith and the products and proceeds
therefrom, including the proceeds of insurance thereon; and




(b)  the
additional property of the Borrower, whether now existing or hereafter arising
or acquired, and wherever now or hereafter located, together with all additions
and accessions thereto, substitutions, betterments and replacements therefor,
products and Proceeds therefrom, and all of the Borrower’s books and records and
recorded data relating thereto (regardless of the medium of recording or
storage), together with all of the Borrower’s right, title and interest in and
to all computer software required to utilize, create, maintain and process any
such records or data on electronic media, identified and set forth as
follows:




(i)  All
Accounts, including but not limited to billed and unbilled accounts receivable,
and all Goods whose sale, lease or other disposition by the Borrower has given
rise to Accounts and have been returned to, or repossessed or stopped in transit
by, the Borrower, or rejected or refused by an account borrower;




(ii)  All
Inventory, including raw materials, work-in-process and finished
goods;




(iii)  All Goods
(other than Inventory), including embedded software, Equipment, vehicles,
furniture and Fixtures;




(iv)  All
Software and computer programs;




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(v)  All
Securities, investment property, Financial Assets and Deposit
Accounts;




(vi)  All
Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of
Credit Rights, all proceeds of letters of credit, Supporting Obligations, notes
secured by real estate, Commercial Tort Claims and General Intangibles,
including Payment Intangibles;




(vii)  The
Pledged Membership Interests; and




(viii)  All
Proceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property,
including all insurance policies and proceeds of insurance payable by reason of
loss or damage to the foregoing property, including unearned premiums, and of
eminent domain or condemnation awards.




3.2  Pledged Membership
Interests. In the event that a reclassification, split, reverse split,
dividend, readjustment, or other change is made in the capital structure of any
of the Operating Companies (a) any additional or substituted shares issued on
behalf of the Pledged Membership Interests shall be subject to the pledge
contained in this Agreement and (b) if such change reduces the number of the
membership interests of any of the Operating Companies, then the number of
Pledged Membership Interests shall be reduced in proportion to such
reduction.




3.3  Possession and Transfer of
Collateral.




(a)  Until an
Event of Default has occurred hereunder, the Borrower shall be entitled to (i)
possession or use of the Collateral (other than Instruments or Documents
including Tangible Chattel Paper and Investment Property consisting of
certificated securities and other Collateral required to be delivered to a
Lender or Secured Party Representative pursuant to this Section 3) and (ii)
shall be entitled to receive for its own use cash dividends on the Pledged
Membership Interests paid out of earned surplus, to the extent that such cash
dividends are permitted to be paid under the terms of the Loan
Documents.  If a dividend is paid that is not permitted to be paid
under the terms of the Loan Documents, Borrower shall hold such dividend in
trust for the Lenders, and shall immediately deliver such dividend to the
Secured Party Representative to be held on behalf of the Lenders as additional
collateral hereunder.  Upon the occurrence and during the continuance
of an Event of Default, any Lender may require any such subsequent cash
dividends to be delivered to the Secured Party Representative as additional
security hereunder.  Any other dividends or proceeds of the Pledged
Membership Interests must be immediately delivered to the Secured Party
Representative on behalf of the Lenders as additional security
hereunder.




(b)  The
cancellation or surrender of any Term Note, upon payment or otherwise, shall not
affect the right of the Lenders to retain Collateral, with respect to any other
of the Obligations until all Obligations are indefeasibly paid in
full.  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 any of the Collateral except in the ordinary course of
business.




3.4  Perfection of Security
Interest.  Borrower hereby irrevocably authorizes the Lenders
and Secured Party Representative on behalf of the Lenders to file financing
statement(s)





11
 
 
 describing
the Collateral in all public offices reasonably deemed necessary by any Lender,
and to take any and all actions, including, without limitation, filing all
financing statements, continuation financing statements and all other documents
that any Lender may reasonably determine to be necessary to perfect and maintain
such Lender’s security interests in the Collateral.  Borrower shall
have possession of the Collateral, except where expressly otherwise provided in
this Agreement or where the Secured Party Representative chooses to perfect the
Lenders’ security interest by possession, whether or not in addition to the
filing of a financing statement.  Where Collateral is in the
possession of a third party, Borrower will join with the Lenders and the Secured
Party Representative in notifying the third party of the Lenders’ security
interest and obtaining an acknowledgement from the third party that it is
holding the Collateral for the benefit of the Lenders.  Borrower will
cooperate with the Lenders and the Secured Party Representative in obtaining
control with respect to Collateral consisting of Deposit Accounts, Investment
Property, Letter-of-Credit Rights and Electronic Chattel
Paper.  Borrower will not create any Chattel Paper without placing a
legend on the Chattel Paper reasonably acceptable to the Lenders indicating that
the Lenders have a security interest in the Chattel Paper.  Borrower
shall pay the cost of filing or recording all financing statement(s) and other
documents.  Borrower agrees to promptly execute and deliver to the
Lenders and the Secured Party Representative all financing statements,
continuation financing statements, assignments, certificates of title,
applications for vehicle titles, affidavits, reports, notices, schedules of
Accounts, designations of Inventory, letters of authority and all other
documents that any Lenders may reasonably request in form reasonably
satisfactory to the Lenders to perfect and maintain each Lender’s security
interests in the Collateral.  The Borrower further agrees to indemnify
and hold each Lender and the Secured Party Representative harmless against
claims of any person or entity not a party to this Agreement concerning disputes
arising over the Collateral, except to the extent such claim is the result of
the action, failure to act, negligence and/or misconduct of the Lenders, the
Secured Party Representative and/or any Affiliate of any of the
foregoing.




3.5  Preservation of the
Collateral.  Any Lender and Secured Party Representative may,
but is not required, to take such actions from time to time as such Lender or
the Secured Party Representative deems reasonably appropriate to maintain or
protect the Collateral.  Each Lender and the Secured Party
Representative shall have exercised reasonable care in the custody and
preservation of the Collateral if such Lender or Secured Party Representative
takes such action as the Borrower shall reasonably request in writing which is
not inconsistent with any Lender’s status as a secured party, but the failure of
any Lender or the Secured Party Representative to comply with any such request
shall not be deemed a failure to exercise reasonable care; provided, however,
each Lender’s or Secured Party Representative’s responsibility for the
safekeeping of the Collateral shall (a) be deemed reasonable if such Collateral
is accorded treatment substantially equal to that which any Lender accords its
own property, and (b) not extend to matters beyond the control of any Lender or
Secured Party Representative, including acts of God, war, insurrection, riot or
governmental actions.  In addition, any failure of any Lender or
Secured Party Representative to preserve or protect any rights with respect to
the Collateral against prior or third parties, or to do any act with respect to
preservation of the Collateral, not so requested by the Borrower, shall not be
deemed a failure to exercise reasonable care in the custody or preservation of
the Collateral.  The Borrower shall have the sole responsibility for
taking such action as may be necessary, from time to time, to preserve all
rights of the Borrower and each Lender in the Collateral against prior or third
parties.





12
 
 
 Without
limiting the generality of the foregoing, where Collateral consists in whole or
in part of securities, the Borrower represents to, and covenants with, each
Lender that the Borrower has made arrangements for keeping informed of changes
or potential changes affecting the securities (including rights to convert or
subscribe, payment of dividends, reorganization or other exchanges, tender
offers and voting rights), and the Borrower agrees that neither any Lender nor
the Secured Party Representative shall have any responsibility or liability for
informing the Borrower of any such or other changes or potential changes or for
taking any action or omitting to take any action with respect
thereto.




3.6  Collateral in the Possession
of a Warehouseman or Bailee.  If any of the Collateral at any
time is in the possession of a warehouseman or bailee, the Borrower shall
promptly notify the Lenders and the Secured Party Representative thereof, and
shall use commercially reasonable efforts to promptly obtain a Collateral Access
Agreement.  No Lender shall give any instructions to such warehouseman
or bailee pursuant to such Collateral Access Agreement unless an Event of
Default has occurred and is continuing or would occur after taking into account
any action by the Borrower with respect to the warehouseman or
bailee.




3.7  Commercial Tort
Claims.  If the Borrower shall at any time hold or acquire a
Commercial Tort Claim, the Borrower shall promptly, upon knowledge thereof,
notify the Lenders and the Secured Party Representative in writing signed by the
Borrower of the details thereof and at the request of any Lender grant to each
Lender, for its own benefit and as agent for its Affiliates, in such writing a
security interest therein and in the proceeds thereof, all upon the terms of
this Agreement, in each case in form and substance reasonably satisfactory to
the Lenders, and shall execute any amendments hereto deemed reasonably necessary
by any Lender to perfect the security interest of the Lenders in such Commercial
Tort Claim.




3.8  Electronic Chattel Paper and
Transferable Records.  If the Borrower at any time holds or
acquires an interest in any electronic chattel paper or any “transferable
record”, as that term is defined in Section 201 of the federal Electronic
Signatures in Global and National Commerce Act, or in Section 16 of the Uniform
Electronic Transactions Act as in effect in any relevant jurisdiction, the
Borrower shall promptly notify the Lenders and the Secured Party Representative
thereof and, at the request of any Lender or the Secured Party Representative,
shall take such action as such Lender or the Secured Party Representative may
reasonably request to vest in the Lenders or the Secured Party Representative
control under Section 9-105 of the UCC of such electronic chattel paper or
control under Section 201 of the federal Electronic Signatures in Global and
National Commerce Act or, as the case may be, §16 of the Uniform Electronic
Transactions Act, as so in effect in such jurisdiction, of such transferable
record.  The Lenders or the Secured Party Representative, as the case
may be, will arrange, pursuant to procedures reasonably satisfactory to each
Lender, and so long as such procedures will not result in any Lender’s or the
Secured Party Representative’s loss of control, for the Borrower to make
alterations to the electronic chattel paper or transferable record permitted
under Section 9-105 of the UCC or, as the case may be, Section 201 of the
federal Electronic Signatures in Global and National Commerce Act or Section 16
of the Uniform Electronic Transactions Act for a party in control to make
without loss of control.




13





Section
4  REPRESENTATIONS
AND WARRANTIES.




To induce
the Lenders to accept the Term Notes, the Borrower makes the following
representations and warranties to each Lender, each of which shall survive the
execution and delivery of this Agreement:




4.1  Borrower Organization and
Name.  The Borrower and each Subsidiary, if any, is duly
organized, existing and in good standing, with full and adequate power to carry
on and conduct its business as presently conducted.  The Borrower and
each Subsidiary, if any, is duly licensed or qualified in all foreign
jurisdictions wherein the nature of its activities requires such qualification
or licensing.  The exact legal name of the Borrower is as set forth in
the first paragraph of this Agreement.  The Borrower’s Organizational
Identification Number is 4320638.




4.2  Authorization.  The
Borrower has full right, power and authority to enter into this Agreement, to
make the borrowings and execute and deliver the Loan Documents as provided
herein and to perform all of its duties and obligations under this Agreement and
the other Loan Documents.  The execution and delivery of this
Agreement and the other Loan Documents will not, nor will the observance or
performance of any of the matters and things herein or therein set forth,
violate or contravene any provision of law or of the Borrower’s organizational
documents, nor require any consent, approval, authorization, or filings with,
notice to or other act by or in respect of, any governmental authority or any
other party (other than any consent or approval which has been obtained and is
in full force and effect).  All necessary and appropriate action has
been taken on the part of the Borrower to authorize the execution and delivery
of this Agreement and the other Loan Documents.




4.3  Validity and Binding
Nature.  This Agreement and the other Loan Documents are the
legal, valid and binding obligations of the Borrower, enforceable against the
Borrower in accordance with their terms, subject to bankruptcy, insolvency and
similar laws affecting the enforceability of creditors’ rights generally and to
general principles of equity.




4.4  Security
Interest.  This Agreement creates a valid security interest in
favor of each Lender and the Secured Party Representative on behalf of the
Lenders in the Collateral and, when properly perfected by filing in the
appropriate jurisdictions, or by possession or Control of such Collateral by the
Lenders or the Secured Party Representative on behalf of the Lenders or delivery
of such Collateral to the Lenders or the Secured Party Representative on behalf
of the Lenders, shall constitute a valid, first priority perfected security
interest in such Collateral.  None of the Collateral is subject to any
security interest other than as contemplated by this Agreement or in favor of
the Junior Secured Parties in connection with the Junior
Obligations.




4.5  Pledged Membership
Interests. Borrower is the sole and lawful owner of the Pledged
Membership Interests and has the right and authority to subject the same to the
security interest of the Lenders and the Secured Party Representative on behalf
of the Lenders under this Agreement.  None of the Pledged Membership
Interests is subject to any Lien (other than pursuant to this Agreement and a
junior priority lien in favor of the Junior Secured Parties).  This
Agreement creates in favor of each Lender and the Secured Party Representative
on behalf of the Lenders a valid security interest in the Pledged Membership
Interests.  All of the Pledged Membership Interests have been duly and
validly issued and are fully paid and nonassessable.




14





4.6  Lending
Relationship.  The relationship hereby created between the
Borrower and each Lender is and has been conducted on an open and arm’s length
basis in which no fiduciary relationship exists and that the Borrower has not
relied and is not relying on any such fiduciary relationship in executing this
Agreement and in consummating this Agreement.  Each Lender represents
that it will receive a promissory note payable to its order as evidence of the
Obligations.




4.7  Business
Loan.  The obligations evidenced by the Term Notes, including
interest rate, fees and charges as contemplated hereby, (a) are an exempted
transaction under the Truth In Lending Act, 15 U.S.C. 1601 et seq., as amended from
time to time, and (b) do not, and when disbursed shall not, violate the
provisions of the Florida usury laws, any consumer credit laws or the usury laws
of any state which may have jurisdiction over this transaction, the Borrower or
any property securing the Obligations.




4.8  Place of
Business.  The principal place of business and books and
records of the Borrower is set forth in the preamble to this Agreement, and the
location of all Collateral, if other than at such principal place of business,
is as set forth in schedules furnished to the Lenders.  The Borrower
shall promptly notify the Lenders and the Secured Party Representative of any
change in such location(s).  The Borrower will not remove or permit
the Collateral to be removed from such location(s) without the prior written
consent of the Lenders and Secured Party Representative, except for Inventory
sold in the usual and ordinary course of the Borrower’s business.




Section
5  AFFIRMATIVE
COVENANTS.




5.1  BorrowerExistence.  The
Borrower shall, and shall cause each Subsidiary to, at all times preserve and
maintain its (a) existence and good standing in the jurisdiction of its
organization, and (b) qualification to do business and good standing in each
jurisdiction where the nature of its business makes such qualification necessary
(other than such jurisdictions in which the failure to be qualified or in good
standing could not reasonably be expected to have a Material Adverse Effect),
and shall at all times continue as a going concern in the same business or
substantially similar business to the business which the Borrower or the
Subsidiary, as applicable, is presently conducting.




5.2  Compliance With
Laws.  The Borrower shall comply, and cause each Subsidiary to
comply, in all respects, including the conduct of its business and operations
and the use of its properties and assets, with all applicable laws, rules,
regulations, decrees, orders, judgments, licenses and permits, except where
failure to comply could not reasonably be expected to have a Material Adverse
Effect.




5.3  Payment of Taxes and
Liabilities.  The Borrower shall pay, and cause each Subsidiary
to pay, and discharge, before penalties accrue thereon, all property taxes and
other taxes, and all governmental charges or levies against it, as well as
claims of any kind which, if unpaid, could become a lien on any of its property;
provided that the foregoing shall not require the Borrower or any Subsidiary to
pay any such tax or charge so long as it shall contest the validity thereof in
good faith by appropriate proceedings and shall set aside on its books adequate
reserves with respect thereto in accordance with GAAP.




15





5.4  Maintain
Property.  The Borrower shall, and shall cause each Subsidiary
to, at all times maintain, preserve and keep its properties and equipment,
including any Collateral, in good repair, working order and condition, normal
wear and tear and casualty and condemnation events excepted, and shall from time
to time make all needful and proper repairs, renewals, replacements, and
additions thereto so that at all times the efficiency thereof shall be fully
preserved and maintained in all material respects.  The Borrower
shall, and shall each of Subsidiary to, permit any Lender to examine and inspect
such plant, properties and equipment at all reasonable times.




5.5  Maintain
Insurance.  The Borrower shall, and shall cause each Subsidiary
to, at all times maintain, with insurance companies reasonably acceptable to
each Lender, such insurance coverage as may be required by any law or
governmental regulation or court decree or order applicable to it and such other
insurance, to such extent and against such hazards and liabilities, including
employers’, public and professional liability risks, as is customarily
maintained by companies similarly situated, and shall have insured amounts no
less than, and deductibles no higher than, are reasonably acceptable to the
Lenders.  The Borrower shall, and shall cause each Subsidiary to,
furnish to the Lenders and Secured Party Representative a certificate setting
forth in reasonable detail the nature and extent of all insurance maintained by
the Borrower and the Subsidiary, as applicable, which shall be reasonably
acceptable in all respects to each Lender.  The Borrower shall, and
shall cause each Subsidiary to, cause each issuer of an insurance policy to
provide each Lender with an endorsement (a) showing each Lender and the Secured
Party Representative as lender’s loss payee with respect to each policy of
property or casualty insurance; (b) showing each Lender and the Secured Party
Representative as additional insured with respect to each liability insurance
policy; and (c) providing that thirty (30) days notice will be given to the
Secured Party Representative prior to any cancellation of, material reduction or
change in coverage provided by or other material modification to such policy. In
the event the Borrower or a Subsidiary either fails to provide the Lenders and
Secured Party Representative with evidence of the insurance coverage required by
this Section or at any time hereafter shall fail to obtain or maintain any of
the policies of insurance required above, or to pay any premium in whole or in
part relating thereto, then any Lender, without waiving or releasing any
obligation or default by the Borrower hereunder, may at any time (but shall be
under no obligation to so act), obtain and maintain such policies of insurance
and pay such premiums and take any other action with respect thereto, which each
Lender deems advisable.  This insurance coverage (i) may, but need
not, protect the Borrower’s or a Subsidiary’s interests in such property, and
(ii) may not pay any claim made by, or against, the Borrower or a Subsidiary in
connection with such property.  The Borrower or a Subsidiary, as the
case may be, may later cancel any such insurance purchased by any Lender, but
only after providing the Lenders and Secured Party Representative with evidence
that the Borrower and each Subsidiary has obtained the insurance coverage
required by this Section.  If any Lender purchases such insurance, the
Borrower will be responsible for the reasonable costs of that insurance,
including interest and any other charges that may be imposed with the placement
of the insurance, until the effective date of the cancellation or expiration of
the insurance.  The reasonable costs of the insurance may be added to
the principal amount of the Term Notes.  The costs of the insurance
may be more than the cost of the insurance the Borrower or any Subsidiary may be
able to obtain on its own.




5.6  Pledged Membership
Interests. At any time and from time to time after the occurrence of an
Event of Default (as hereinafter defined) or a default under any of the





16
 
 
 Obligations
which is continuing uncured and unwaived, the Borrower shall, upon request of
the Secured Party Representative, execute and deliver to the requesting party
any proxies, stock powers or assignments with respect to the Pledged Membership
Interests or endorse any instruments or chattel paper with respect to Pledged
Membership Interests as so requested in order to enforce its rights under
Section 9.5(g).




5.7  [RESERVED].




5.8  Intellectual
Property.  The Borrower shall and shall cause each Subsidiary
to maintain, preserve and renew, and shall cause the Subsidiaries to maintain,
preserve and renew, all Intellectual Property necessary for the conduct of its
business as and where the same is currently located as heretofore or as
hereafter conducted by it.




5.9  Notice of
Proceedings.  The Borrower, promptly upon becoming aware, shall
give written notice to each Lender and the Secured Party Representative of any
litigation, arbitration or governmental investigation or proceeding not
previously disclosed by the Borrower to the Lenders which has been instituted
or, to the knowledge of the Borrower, is threatened against the Borrower or any
of its Subsidiaries or any Guarantor or to which any of its respective
properties is subject which might reasonably be expected to have a Material
Adverse Effect.




5.10  Notice of Event of Default
or Material Adverse Effect.  The Borrower shall, promptly after
the commencement thereof, give notice to the Lenders and the Secured Party
Representative in writing of the occurrence of any Event of Default or any
Unmatured Event of Default, or the occurrence of any condition or event having a
Material Adverse Effect on the Borrower, any Subsidiary or any Guarantor, not
previously disclosed by the Borrower to the Lenders.




5.11  Environmental
Matters.  The Borrower will, and will cause the Subsidiaries
to, comply in all material respects with all Environmental Laws and will obtain
all licenses, permits, certificates, approvals and similar authorizations
thereunder. The Borrower shall immediately notify the Lenders and the Secured
Party Representative upon becoming aware of any such investigation, proceeding,
complaint, order, directive, claim, citation or notice, and shall take prompt
and appropriate actions to respond thereto, with respect to any non-compliance
with, or violation of, the requirements of any Environmental Law by the Borrower
or the release, spill or discharge, threatened or actual, of any Hazardous
Material or the generation, use, storage, treatment, transportation,
manufacture, handling, production or disposal of any Hazardous Material or any
other environmental, health or safety matter, which affects the Borrower or its
business, operations or assets or any properties at which the Borrower has
transported, stored or disposed of any Hazardous Substances.  The
Borrower agrees to allow any Lender or any of their agents access to the
properties of the Borrower and any Subsidiaries during normal business hours to
confirm compliance with all Environmental Laws, and the Borrower shall,
following reasonable determination by any Lender that there is non-compliance,
or any condition which requires any action by or on behalf of the Borrower in
order to avoid any non-compliance, with any Environmental Law, at the Borrower’s
sole expense, cause an independent environmental engineer reasonably acceptable
to the Lenders to conduct such tests of the relevant site as are appropriate,
and prepare and deliver a report setting forth the result of such tests, a
proposed plan for remediation and an estimate of the costs thereof.




17





5.12  Further
Assurances.  The Borrower shall take, and cause any Subsidiary
to take, such actions as are necessary or as any Lender and/or the Secured Party
Representative may reasonably request from time to time to ensure that the
Obligations under the Loan Documents are secured by substantially all of the
assets of the Borrower and its Subsidiaries, in each case, as any Lender may
determine, including (a) the execution and delivery of security agreements,
pledge agreements, mortgages, deeds of trust, financing statements and other
documents, and the filing or recording of any of the foregoing, and (b) the
delivery of certificated securities and other collateral with respect to which
perfection is obtained by possession by the Secured Party Representative on
behalf of the Lenders.




5.13  Books and Records.
Each Lender shall have the right at all times during business hours to inspect
the books and records of the Borrower, the Subsidiaries and any Guarantor and
make extracts therefrom.  The Borrower shall permit each Lender to
inspect the tangible assets and/or other business operation of the Borrower and
each Subsidiary.




5.14  Reporting
Requirements.  The Borrower shall at all times maintain and
cause each Subsidiary to maintain a standard and modern system of accounting, on
the accrual basis of accounting and in all respects in accordance with GAAP, and
shall furnish to each Lender or any of their authorized representatives such
information regarding the business affairs, operations and financial condition
of the Borrower or any Subsidiary as any Lender shall reasonably require,
including:




(a)  CPA Financial
Statements. Promptly when available, and in any event, within 90 days
after the close of each fiscal year, a copy of the audited financial statements
of the Borrower and any Subsidiaries for such fiscal period, including
consolidated balance sheet, statement of income and retained earnings, statement
of cash flows for the fiscal period then ended and such other information
(including nonfinancial information) as any Lender may reasonably request, in
reasonable detail, prepared and certified without adverse reference to going
concern value and without qualification by an independent certified public
account of recognized standing, selected by the Borrower and reasonably
acceptable to Lender.




(b)  Management Financial
Statements. Promptly when available, and in any event, within the earlier
of (i) 45 days after the close of each fiscal quarter or (ii) such date that
Chardan is required to file such financial statements with the Securities and
Exchange Commission, a copy of the financial statements of the Borrower and any
Subsidiaries for such fiscal quarter, including consolidated  balance
sheet, statement of income and retained earnings, statement of cash flows for
the quarter then ended and such other information (including nonfinancial
information) as any Lender may reasonably request, in reasonable detail,
prepared and certified as accurate by the Borrower’s treasurer or chief
financial officer or the relevant Subsidiary’s treasurer or chief financial
officer, as applicable.




(c)  Monthly Financial
Statements. Promptly when available, and in any event, within 30 days
after the end of the relevant month, a copy of the financial statements of the
Borrower and any Subsidiaries for such fiscal period, including consolidated
balance sheet, statement of income and retained earnings, statement of cash
flows for the fiscal period then ended and such other information (including
nonfinancial information) as any Lender may request, in reasonable detail,
prepared and certified as accurate by the Borrower’s treasurer or chief
financial officer or the relevant Subsidiary’s treasure or chief financial
officer, as applicable.




18





(d)  Borrower Tax Returns.
Within ten (10) days after the filing due date (as such date may be extended in
accordance with properly granted extensions) each year, a signed copy of the
complete income tax returns filed with the Internal Revenue Service by the
Borrower and any Subsidiaries.




(e)  Guarantor Financial
Reporting.  Such information regarding the business affairs,
operations and financial condition of the Guarantors as any Lender may
reasonably require, including:




(i)  CPA Financial
Statements. Promptly when available, and in any event, within 90 days
after the close of each fiscal year, a copy of the audited financial statements
of the Guarantors for such fiscal period, including balance sheet, statement of
income and retained earnings, statement of cash flows for the fiscal period then
ended and such other information (including nonfinancial information) as any
Lender may reasonably request, in reasonable detail, prepared and certified
without adverse reference to going concern value and without qualification by an
independent certified public account of recognized standing, selected by the
Borrower and reasonably acceptable to each Lender.




(ii)  Management Financial
Statements. Promptly when available, and in any event, within the earlier
of 45 days after the close of each fiscal quarter or date that Borrower files
its financial statements with the United States Securities and Exchange
Commission a copy of the financial statements of the Guarantors for such fiscal
period, including consolidated balance sheet, statement of income and retained
earnings, statement of cash flows for the fiscal period then ended and such
other information (including nonfinancial information) as any Lender may
reasonably request, in reasonable detail, prepared and certified as accurate by
each Guarantors’ treasurer or chief financial officer.




(iii)  Guarantor Tax
Returns. Within ten (10) days after the filing due date (as such date may
be extended in accordance with properly granted extensions) each year, a signed
copy of the complete income tax returns filed with the Internal Revenue Service
by the Guarantors.




(f)  Supplemental Financial
Statements.  Immediately upon receipt thereof, copies of
interim and supplemental reports if any, submitted to the Borrower by
independent accountants in connection with any interim audit or review of the
books of the Borrower or any Subsidiary.




(g)  Covenant Compliance
Certificates.  Contemporaneously with the furnishing of the
financial statements pursuant to this Section, a duly completed compliance
certificate, dated the date of such financial statements and certified as true
and correct by an appropriate officer of the Borrower and each Subsidiary,
stating that neither the Borrower nor any Subsidiary has become aware of any
Event of Default or Unmatured Event of Default that has occurred and is
continuing or, if there is any such Event of Default or Unmatured Event of
Default describing it and the steps, if any, being taken to cure
it.




19





5.15  Collateral
Records.  The Borrower shall, and shall cause each Subsidiary
to, keep full and accurate books and records relating to the
Collateral.  The Borrower shall make appropriate entries on its books
and records disclosing the security interests of each Lender, for its own
benefit and as agent for its Affiliates, in the Collateral.




5.16  Other
Reports.  Within such period of time as any Lender may specify,
the Borrower shall, and shall cause each Subsidiary to, deliver to such Lender
such other schedules and reports as any Lender may reasonably
request.




5.17  Refinancing.  The
Borrower shall use its best efforts to refinance the Obligations as soon as
possible after the date of this Agreement.  The Borrower hereby
appoints Chardan Capital, LLC and/or any appointee of Chardan Capital, LLC to
act as its agent on a nonexclusive basis in securing the refinancing of the
Obligations, and the Borrower hereby agrees that it will not reject any
refinancing proposal presented to it by Chardan Capital, LLC or its appointee so
long as the interest rate for the loans in connection with such refinancing
proposal does not exceed 18.75% and the other loan terms are commercially
reasonable.




Section
6  NEGATIVE
COVENANTS.




6.1  Liabilities.  The
Borrower and its Subsidiaries shall not, either directly or indirectly, create,
assume, incur or have outstanding any Liabilities (including purchase money
indebtedness), or become liable, whether as endorser, guarantor, surety or
otherwise, for any debt or obligation of another, except:




(a)  the
Junior Obligations;




(b)  the
Obligations under this Agreement and the other Loan Documents;




(c)  obligations
of the Borrower or any Subsidiary for taxes, assessments, municipal or other
governmental charges;




(d)  obligations
of the Borrower or any Subsidiary for accounts payable, other than for money
borrowed, incurred in the ordinary course of business;




(e)  indebtedness
owed by or to the Borrower to or from any Guarantor;




(f)  Subordinated
Debt;




(g)  Capitalized
Lease Obligations;




(h)  indebtedness
for Capital Expenditures incurred after the date of this Agreement;




(i)  indebtedness
constituting the financing of insurance premiums arising in the ordinary course
of business; and




(j)  those
Liabilities set forth on Schedule
6.1.




20





6.2  Encumbrances.  The
Borrower shall not, and shall cause each of its Subsidiaries not to, either
directly or indirectly, create, assume, incur or suffer or permit to exist any
lien, security interest or charge of any kind or character upon any asset of the
Borrower or any Subsidiary, whether owned at the date hereof or hereafter
acquired, except for Permitted Liens and liens in favor of the Junior Secured
Parties to secure Borrower’s obligations under the Junior
Obligations.




6.3  Transfer; Merger;
Sales.  Neither Borrower nor any of its Subsidiaries shall,
whether in one transaction or a series of related transactions, (a) be a party
to any merger or consolidation, or purchase or otherwise acquire all or
substantially all of the assets or Capital Securities of any class of, or any
partnership or joint venture interest in, any other entity, except for (i) any
such merger, consolidation, sale, transfer, conveyance, lease or assignment of
or by any Subsidiary into the Borrower or into any other domestic Subsidiary;
(ii) any such purchase or other acquisition by the Borrower or any domestic
Subsidiary of the assets or equity interests of any Subsidiary, (b) sell,
transfer, convey or lease all or any substantial part of its assets or Capital
Securities (including the sale of Capital Securities of any Subsidiary), except
for sales of Inventory in the ordinary course of business, or (c) sell or
assign, with or without recourse, any receivables.




6.4  Issuance of Capital
Securities.  The Borrower and its Subsidiaries shall not issue
any Capital Securities other than any issuance of Common Units pursuant to any
employee or director option program, benefit plan or compensation
program.




6.5  Distributions.  The
Borrower shall not and cause each Subsidiary not to, (a) make any distribution,
other than tax distributions under Section 5.4 of the Operating Agreement and
distributions to Chardan to pay expenses as set forth in Section 5.8 of the
Operating Agreement, whether in cash or otherwise, to any of its equityholders,
(b) purchase or redeem any of its equity interests or any warrants, options or
other rights in respect thereof, (c) pay any management fees or similar fees to
any of its equityholders or any Affiliate thereof, except for the fees to be
paid by Borrower to each of FlatWorld and Chardan Capital LLC pursuant to the
management consulting agreements between Borrower and FlatWorld and Borrower and
Chardan Capital LLC executed on the date of this Agreement, or (d) set aside
funds for any of the foregoing.  Notwithstanding the foregoing, any
Subsidiary may pay distributions or make other distributions to the
Borrower.




6.6  Transactions with
Affiliates.  The Borrower shall not, and shall cause each of
its Subsidiaries not to, directly or indirectly, enter into or permit to exist
any transaction with any of its Affiliates or with any director, officer or
employee of the Borrower or any Subsidiary other than transactions in the
ordinary course of, and pursuant to the reasonable requirements of, the business
of the Borrower and each Subsidiary and upon fair and reasonable terms which are
fully disclosed to each Lender and are no less favorable to the Borrower than
would be obtained in a comparable arm’s length transaction with a party that is
not an Affiliate of the Borrower.




6.7  Cancellation of
Debt.  The Borrower shall not, and shall not permit any
Subsidiary  to, cancel any claim or debt owing to it, except for
reasonable consideration or in the ordinary course of business.




21





6.8  Inconsistent
Agreements.  The Borrower shall not and shall not permit any
Subsidiary to enter into any agreement containing any provision which would (a)
be violated or breached by any borrowing by the Borrower hereunder or by the
performance by the Borrower or any Subsidiary of any of its Obligations
hereunder or under any other Loan Document, or (b) prohibit the Borrower or any
Subsidiary from granting to any Lender a lien on any of its assets.




6.9  Business Activities; Change
of Legal Status and Organizational Documents.  The Borrower
shall not, and shall not permit any Subsidiary to, (a) engage in any line of
business materially different from the businesses engaged in on the date hereof
and businesses reasonably related thereto, (b) change its name, its type of
organization, its jurisdiction of organization or other legal structure, or (b)
permit its charter, Operating Agreement or other organizational documents, or
its Subsidiaries charter, operating agreements (including the Operating Company
Operating Agreements), bylaws or other organizational documents, to be amended
or modified in any way which could reasonably be expected to cause a Material
Adverse Effect.




6.10  Tax Obligations. The
Borrower shall, and shall cause each Subsidiary to, pay within the time that
they are required to be paid without interest or penalty, all taxes,
assessments, and similar charges which at any time are or may become a lien,
charge, or encumbrance upon any Collateral, except to the extent contested in
good faith and bonded in a manner that is satisfactory to the Lenders and
Secured Party Representative.  If the Borrower or any Subsidiary fails
to pay any of these taxes, assessments, or other charges as provided above, then
the Lenders have the option (but not the obligation) to do so and the Borrower
agrees to repay all amounts so expended by the Lenders immediately upon demand,
together with interest at the highest lawful default rate which would be charged
by the Lenders on any Obligations.




Section
7  [RESERVED].




Section
8  EVENTS OF
DEFAULT.




The
Borrower, without notice or demand of any kind, shall be in default with respect
to its Obligations upon the occurrence of any of the following events, except to
the extent caused by the action or failure to act of any Lender, the Secured
Party Representative or any Affiliate of any Lender for the purpose of causing
an Event of Default (each an “Event of Default”).




8.1  Nonpayment of
Obligations.  Any Obligation due and owing, whether by its
terms or as otherwise provided herein, is not paid when due.




8.2  Misrepresentation.  Any
written warranty, representation, certificate or statement of any Obligor in
this Agreement, the other Loan Documents or any other agreement with any Lender
shall be false in any material respect when made or at any time thereafter
(except to the extent such representation, warranty, certificate or statement
expressly relates only to an earlier date), or if any financial data or any
other information now or hereafter furnished to any Lender by or on behalf of
any Obligor shall prove to be false, inaccurate or misleading in any material
respect as of the date to which such information relates.




8.3  Nonperformance.  Any
failure to perform or default in the performance of any covenant, condition or
agreement contained in (a) this Agreement or (b) the Loan Documents or any other
agreement with any Lender with respect to Obligations (other than a default
covered by Section 8.1) and the continuance of such default or breach for a
period of thirty (30) calendar days after Borrower has notice
thereof.




22





8.4  Default under Loan
Documents.  A default under any of the other Loan Documents,
all of which covenants, conditions and agreements contained therein are hereby
incorporated in this Agreement by express reference, shall be and constitute an
Event of Default under this Agreement and any other of the
Obligations.




8.5  Default under Other
Debt.  Any default by any Obligor in the payment of any
indebtedness for any other obligation in excess of $1,500,000 beyond any period
of grace provided with respect thereto or in the performance of any other term,
condition or covenant contained in any agreement (including any capital or
operating lease or any agreement in connection with the deferred purchase price
of property) under which any such obligation is created, the effect of which
default is to cause or permit the holder of such obligation (or the other party
to such other agreement) to cause such obligation to become due prior to its
stated maturity or terminate such other agreement.




8.6  Bankruptcy, Insolvency,
etc.  Any Obligor becomes insolvent or generally fails to pay,
or admits in writing its inability or refusal to pay, its debts as they become
due; or any Obligor applies for, consents to, or acquiesces in the appointment
of a trustee, receiver or other custodian for such Obligor or any property
thereof, or makes a general assignment for the benefit of creditors; or, in the
absence of such application, consent or acquiescence, a trustee, receiver or
other custodian is appointed for any Obligor or for a substantial part of the
property of any thereof and is not discharged within sixty (60) days; or any
bankruptcy, reorganization, debt arrangement, or other case or proceeding under
any bankruptcy or insolvency law, or any dissolution or liquidation proceeding,
is commenced in respect of any Obligor, and if such case or proceeding is not
commenced by such Obligor, it is consented to or acquiesced in by such Obligor,
or remains undismissed for sixty (60) days; or any Obligor takes any action to
authorize, or in furtherance of, any of the foregoing.




8.7  Judgments.  The
entry of any final judgment, decree, levy, attachment, garnishment or other
process, or the filing of any lien against any Obligor, which is not fully
covered by insurance, and such judgment or other process shall not have been,
within thirty (30) days from the entry thereof, (a) bonded over to the
reasonable satisfaction of each Lender and appealed, (b) vacated, or (c)
discharged.




8.8  Change in
Control.  The occurrence of any Change in Control or a Chardan
Change in Control.




8.9  Material Adverse
Effect.  The occurrence of any event which has a Material
Adverse Effect on the Borrower.




8.10  Guaranty.  There
is a discontinuance by any Guarantor of its Guaranty or any Guarantor shall
contest the validity of such Guaranty.




8.11  Subordinated
Debt.  The subordination provisions of any Subordinated Debt
shall for any reason be revoked or invalid or otherwise cease to be in full
force and effect or the Borrower shall contest in any manner, or any other
obligor thereunder shall contest in any judicial proceeding, the validity or
enforceability of the subordination agreement relating to the Subordinated Debt
or deny that it has any further liability or obligation thereunder, or the
Obligations shall for any reason not have the priority contemplated by the
subordination provisions of the Subordinated Debt.




23





8.12  Junior Obligations. A
default under the Junior Loan Agreement, any other Loan Document (as defined in
the Junior Loan Agreement) and/or any Post-Closing Cash Document (as defined in
the Junior Loan Agreement) shall be and constitute an Event of Default under
this Agreement and any other of the Obligations.




Section
9  REMEDIES.




9.1  Rights and
Remedies.  Upon the occurrence and during the continuance of an
Event of Default, each Lender and the Secured Party Representative on behalf of
the Lenders shall have all rights, powers and remedies set forth in the Loan
Documents, in any other written agreement or instrument relating to any of the
Obligations or any security therefor, as a secured party under the UCC or as
otherwise provided at law or in equity.  Without limiting the
generality of the foregoing, any of the Lenders or the Secured Party
Representative (on behalf of the Lenders) may, at such party’s option upon the
occurrence and during the continuance of an Event of Default, declare, the
Obligations to be immediately due and payable, provided, however, that upon the
occurrence and during the continuance of an Event of Default under Section 8.6, all
Obligations shall be automatically due and payable, all without demand, notice
or further action of any kind required on the part of any Lender and/or the
Secured Party Representative.  The Borrower hereby waives any and all
presentment, demand, notice of dishonor, protest, and all other notices and
demands in connection with the enforcement each Lender’s and the Secured Party
Representative’s rights under the Loan Documents, and hereby consents to, and
waives notice of release, with or without consideration, of any Borrower or any
Guarantor or of any Collateral, notwithstanding anything contained herein or in
the Loan Documents to the contrary.  In addition to the foregoing,
upon the occurrence and during the continuance of an Event of
Default:




(a)  Possession and Assembly of
Collateral.  Any Lender or the Secured Party Representative
may, without notice, demand or legal process of any kind, take possession of any
or all of the Collateral (in addition to Collateral of which any Lender or the
Secured Party Representative may already have in its possession), wherever it
may be found, and for that purpose may pursue the same wherever it may be found,
and may at any time enter into any of the Borrower’s premises where any of the
Collateral may be or is supposed to be, and search for, take possession of,
remove, keep and store any of the Collateral until the same shall be sold or
otherwise disposed of and each Lender and Secured Party Representative shall
have the right to store and conduct a sale of the same in any of the Borrower’s
premises without cost to any Lender or the Secured Party Representative as
applicable.  At any Lender’s or Secured Party Representative’s
request, the Borrower will, at the Borrower’s sole expense, assemble the
Collateral and make it available to the Lenders or the Secured Party
Representative, as the case may be, at a place or places to be designated by the
Secured Party Representative which is reasonably convenient to the Lenders or
the Secured Party Representative, as the case may be, and the
Borrower.




24





(b)  Sale of
Collateral.  The Secured Party Representative (on behalf of the
Lenders) may sell any or all of the Collateral at public or private sale, upon
such terms and conditions as the Secured Party Representative may deem
reasonably proper, and any Lender may purchase any or all of the Collateral at
any such sale.  The Borrower acknowledges that the Secured Party
Representative may be unable to effect a public sale of all or any portion of
the Collateral because of certain legal and/or practical restrictions and
provisions which may be applicable to the Collateral and, therefore, may be
compelled to resort to one or more private sales to a restricted group of
offerees and purchasers.  The Borrower consents to any such private
sale so made even though at places and upon terms less favorable than if the
Collateral were sold at public sale.  No Lender nor the Secured Party
Representative shall have any obligation to clean-up or otherwise prepare the
Collateral for sale.  The Secured Party Representative may apply the
net proceeds, after deducting all reasonable costs, expenses, attorneys’ and
paralegals’ fees incurred or paid at any time in the collection, protection and
sale of the Collateral and the Obligations, to the payment of the Obligations,
in such order of application as the Secured Party Representative may, from time
to time, elect, returning the excess proceeds, if any, to the
Borrower.  The Borrower shall remain liable for any amount remaining
unpaid after such application, with interest at the rate provided in the Loan
Documents.  Any notification of intended disposition of the Collateral
required by law shall be conclusively deemed reasonably and properly given if
given by any Lender or Secured Party Representative at least ten (10) calendar
days before the date of such disposition.  The Borrower hereby
confirms, approves and ratifies all acts and deeds of each Lender and/or the
Secured Party Representative relating to the foregoing, and each part thereof,
and expressly waives any and all claims of any nature, kind or description which
it has or may hereafter have against any Lender or the Secured Party
Representative or its representatives, by reason of taking, selling or
collecting any portion of the Collateral.  The Borrower consents to
releases of the Collateral at any time (including prior to default) and to sales
of the Collateral in groups, parcels or portions, or as an entirety, as any
Lender or Secured Party Representative shall deem reasonably
appropriate.  The Borrower expressly absolves each Lender and the
Secured Party Representative from any loss or decline in market value of any
Collateral by reason of delay in the enforcement or assertion or nonenforcement
of any rights or remedies under this Agreement.




9.2  [RESERVED].




9.3  Standards for Exercising
Remedies.  Upon the occurrence and during the continuance of an
Event of Default, to the extent that applicable law imposes duties on any Lender
or the Secured Party Representative to exercise remedies in a commercially
reasonable manner, the Borrower acknowledges and agrees that it is not
commercially unreasonable for any Lender or the Secured Party Representative (a)
to fail to incur expenses reasonably deemed significant by any Lender or the
Secured Party Representative to prepare Collateral for disposition, (b) to fail
to obtain third party consents for access to Collateral to be disposed of, or to
obtain or, if not required by other law, to fail to obtain governmental or third
party consents for the collection or disposition of Collateral to be collected
or disposed of, (c) to fail to exercise collection remedies against account
debtors or other party obligated on Collateral or to remove liens or
encumbrances on or any adverse claims against Collateral, (d) to exercise
collection remedies against account debtors and other parties obligated on
Collateral directly or through the use of collection agencies and other
collection specialists, (e) to advertise dispositions of Collateral through
publications or media of general circulation, whether or not the Collateral is
of a specialized nature,





25
 
 
 (f) to
contact other parties, whether or not in the same business as the Borrower, for
expressions of interest in acquiring all or any portion of the Collateral, (g)
to hire one or more professional auctioneers to assist in the disposition of
Collateral, whether or not the collateral is of a specialized nature, (h) to
dispose of Collateral by utilizing internet sites that provide for the auction
of assets of the types included in the Collateral or that have the reasonable
capability of doing so, or that match buyers and sellers of assets, (i) to
dispose of assets in wholesale rather than retail markets, (j) to disclaim
disposition warranties, including any warranties of title, (k) to purchase
insurance or credit enhancements to insure the Secured Party Representative
and/or any Lender against risks of loss, collection or disposition of Collateral
or to provide to the Secured Party Representative and/or any Lender a guaranteed
return from the collection or disposition of Collateral, or (l) to the extent
deemed reasonably appropriate by the Secured Party Representative and/or any
Lender to obtain the services of other brokers, investment bankers, consultants
and other professionals to assist the Secured Party Representative and/or any
Lender in the collection or disposition of any of the Collateral.  The
Borrower acknowledges that the purpose of this section is to provide
non-exhaustive indications of what actions or omissions by any Lender and/or the
Secured Party Representative would not be commercially unreasonable in the
exercise of remedies against the Collateral by any Lender and/or the Secured
Party Representative and that other actions or omissions by the Secured Party
Representative and/or any Lender shall not be deemed commercially unreasonable
solely on account of not being indicated in this section.  Without
limitation upon the foregoing, nothing contained in this section shall be
construed to grant any rights to the Borrower or to impose any duties on the
Secured Party Representative or any Lender that would not have been granted or
imposed by this Agreement or by applicable law in the absence of this
section.




9.4  UCC and Offset
Rights.  Upon the occurrence and during the continuance of an
Event of Default, any Lender and the Secured Party Representative (on behalf of
each Lender) may exercise, from time to time, any and all rights and remedies
available to each of them under the UCC or under any other applicable law in
addition to, and not in lieu of, any rights and remedies expressly granted in
this Agreement or in any other agreements between any Obligor and any Lender,
and may, without demand or notice of any kind, appropriate and apply toward the
payment of the relevant Obligations, whether matured or unmatured, including
reasonable costs of collection and attorneys’ and paralegals’ fees, and in such
order of application as any Lender may, from time to time, elect, any
indebtedness of any Lender to any Obligor, however created or arising, including
balances, credits, deposits, accounts or moneys of such Obligor in the
possession, control or custody of, or in transit to any Lender.  The
Borrower, on behalf of itself and each Obligor, hereby waives the benefit of any
law that would otherwise restrict or limit the Secured Party Representative or
any Lender in the exercise of its right, which is hereby acknowledged, to
appropriate any time hereafter any such indebtedness owing from any Lender to
any Obligor.




9.5  Additional
Remedies.  Upon the occurrence and during the continuance of an
Event of Default, the Secured Party Representative on behalf of the Lenders
shall have the right and power to:




(a)  instruct
the Borrower, at its own expense, to notify any parties obligated on any of the
Collateral, including any account debtors, to make payment directly to the
Lenders or the Secured Party Representative, as applicable, of any amounts due
or to become due thereunder,





26
 
 
 or the
Lenders or the Secured Party Representative, as applicable, may directly notify
such obligors of the security interest of the Lenders, and/or of the assignment
to the Lenders or the Secured Party Representative of the Collateral and direct
such obligors to make payment to the Lenders or the Secured Party
Representative, as applicable, of any amounts due or to become due with respect
thereto, and thereafter, collect any such amounts due on the Collateral directly
from such party obligated thereon;




(b)  enforce
collection of any of the Collateral, including any Accounts, by suit or
otherwise, or make any compromise or settlement with respect to any of the
Collateral, or surrender, release or exchange all or any part thereof, or
compromise, extend or renew for any period (whether or not longer than the
original period) any indebtedness thereunder;




(c)  take
possession or control of any proceeds and products of any of the Collateral,
including the proceeds of insurance thereon;




(d)  extend,
renew or modify for one or more periods (whether or not longer than the original
period) the Obligations or any obligation of any nature of any other obligor
with respect to the Obligations;




(e)  grant
releases, compromises or indulgences with respect to the Obligations, any
extension or renewal of any of the Obligations, any security therefor, or to any
other obligor with respect to the Obligations;




(f)  transfer
the whole or any part of securities which may constitute Collateral into the
name of the Lenders, the Lenders’ nominee, or the Secured Party Representative
without disclosing, if any Lender so desires, that such securities so
transferred are subject to the security interest of the Lenders, and any
corporation, association, or any of the managers or trustees of any trust
issuing any of such securities, or any transfer agent, shall not be bound to
inquire, in the event that any Lender or such nominee makes any further transfer
of such securities, or any portion thereof, as to whether such Lender or such
nominee has the right to make such further transfer, and shall not be liable for
transferring the same;




(g)  receive
distributions related to the Pledged Membership Interests to apply against the
Obligations and exercise any voting rights as to the Pledged Membership
Interests and all other corporate rights and all conversion, exchange,
subscription or other rights, privileges or options pertaining thereto as if it
were the absolute owner thereof, including, without limitation, registration
rights and any right to exchange any or all of the Pledged Membership Interests
upon the merger, consolidation, reorganization, recapitalization, or other
readjustment of the issuer thereof, or upon the exercise of any such issuer of
any right, privilege, or option pertaining to any of the Pledged Membership
Interests, but no Lender nor the Secured Party Representative shall have any
duty to exercise any of the aforesaid rights, privileges or options and shall
not be responsible for any failure to do so or delay in so doing;




(h)  make an
election with respect to the Collateral under Section 1111 of the Bankruptcy
Code or take action under Section 364 or any other section of the Bankruptcy
Code; provided, however, that any such action of any Lender or the Secured Party
Representative as set forth herein shall not, in any manner whatsoever, impair
or affect the liability of the Borrower hereunder,





27
 
 
 nor
prejudice, waive, nor be construed to impair, affect, prejudice or waive any
Lender’s or the Secured Party Representative’s rights and remedies at law, in
equity or by statute, nor release, discharge, nor be construed to release or
discharge, the Borrower, any guarantor or other party liable to any Lender for
the Obligations; and




(i)  at any
time, and from time to time, accept additions to, releases, reductions,
exchanges or substitution of the Collateral, without in any way altering,
impairing, diminishing or affecting the provisions of this Agreement, the Loan
Documents, or any of the other Obligations, or any Lender’s  and/or
the Secured Party Representative’s rights hereunder or relating to the
Obligations.




The
Borrower hereby ratifies and confirms whatever any Lender or the Secured Party
Representative may do with respect to the Collateral and agrees that neither any
Lender nor the Secured Party Representative shall be liable for any error of
judgment or mistakes of fact or law with respect to actions taken in connection
with the Collateral except to the extent resulting from the action, failure to
act, negligence and/or misconduct of any Lender, the Secured Party
Representative and/or any Affiliate of any of the foregoing.




9.6  Attorney-in-Fact.  The
Borrower hereby irrevocably makes, constitutes and appoints each Lender and the
Secured Party Representative (and any officer of any Lender or any party
designated by any Lender for that purpose) as the Borrower’s true and lawful
proxy and attorney-in-fact (and agent-in-fact) in the Borrower’s name, place and
stead, with full power of substitution, to (a) take such actions as are
permitted in this Agreement, (b) execute such financing statements and other
documents and to do such other acts as any Lender or the Secured Party
Representative may reasonably require to perfect and preserve any Lender’s
security interest in, and to enforce such interests in the Collateral, and (c)
upon the occurrence and during the continuance of an Event of Default, carry out
any remedy provided for in this Agreement, including endorsing the Borrower’s
name to checks, drafts, instruments and other items of payment, and proceeds of
the Collateral, executing change of address forms with the postmaster of the
United States Post Office serving the address of the Borrower, changing the
address of the Borrower to that of a Lender or the Secured Party Representative,
opening all envelopes addressed to the Borrower and applying any payments
contained therein to the Obligations.  The Borrower hereby
acknowledges that the constitution and appointment of such proxy and
attorney-in-fact are coupled with an interest and are
irrevocable.  The Borrower hereby ratifies and confirms all that such
attorney-in-fact may do or cause to be done by virtue of any provision of this
Agreement.




9.7  No
Marshaling.  No Lender nor the Secured Party Representative
shall be required to marshal any present or future collateral security
(including this Agreement and the Collateral) for, or other assurances of
payment of, the Obligations or any of them or to resort to such collateral
security or other assurances of payment in any particular order.  To
the extent that it lawfully may, the Borrower hereby agrees that it will not
invoke any law relating to the marshaling of collateral which might cause delay
in or impede the enforcement of any Lender’s and/or the Secured Party
Representative’s rights under this Agreement or under any other instrument
creating or evidencing any of the Obligations or under which any of the
Obligations is outstanding or by which any of the Obligations is secured or
payment thereof is otherwise assured, and, to the extent that it lawfully may,
the Borrower hereby irrevocably waives the benefits of all such
laws.




28





9.8  No
Waiver.  No Event of Default shall be waived by any Lender or
the Secured Party Representative on behalf of the Lenders except in
writing.  No failure or delay on the part of any Lender or the Secured
Party Representative in exercising any right, power or remedy hereunder shall
operate as a waiver of the exercise of the same or any other right at any other
time; nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder.  There shall be no obligation
on the part of any Lender or the Secured Party Representative to exercise any
remedy available to such Lender or the Secured Party Representative in any
order.  The remedies provided for herein are cumulative and not
exclusive of any remedies provided at law or in equity.  The Borrower
agrees that in the event that the Borrower fails to perform, observe or
discharge any of its Obligations or liabilities under this Agreement or any
other agreements with any Lender, no remedy of law will provide adequate relief
to any Lender, and further agrees that each Lender shall be entitled to
temporary and permanent injunctive relief in any such case without the necessity
of proving actual damages.




9.9  Assignment of Pledged
Membership Interests.  Upon the occurrence and during the
continuance of an Event of Default and the exercise of its remedies with respect
to the Pledged Membership Interest, the Borrower agrees (a) the requirement set
forth in Section 8.1 of each Operating Company Operating Agreement that the
assignee may only become a member of the Operating Company in accordance with
the terms of a written agreement between the member and the assignee and upon
the assignee agreeing to be bound by the terms of the relevant Operating Company
Operating Agreement is waived, (b) any notice requirements under Section 8.1 of
each of the Operating Company Operating Agreements, as such section may be
amended from time to time, are waived and (c) that the exercise of the Secured
Party Representative and/or any Lender of its remedies with respect to some or
all of the Pledged Membership Interest shall constitute, at the election of the
Secured Party Representative, an assignment of Pledged Membership Interests in
the relevant Operating Company to such Lender or the Secured Party
Representative, that will substitute a Lender or the Secured Party
Representative, as applicable, as a member of the relevant Operating Company,
and will, upon the election of the Secured Party Representative, entitle such
Lender or the Secured Party Representative to voting rights and the right to
participate in the management of the relevant Operating Company if the Secured
Party Representative shall so elect.




Section
10  MISCELLANEOUS.




10.1  Entire
Agreement.  This Agreement and the other Loan Documents (i)
constitute the entire agreement between the Parties with respect to the subject
matter hereof and thereof; and (ii) are the final expression of the intentions
of the Borrower and the Lenders.  No promises, either expressed or
implied, exist between the Borrower and the Lenders unless contained herein or
therein.  This Agreement, together with the other Loan Documents
supersedes all negotiations, representations, warranties, commitments, term
sheets, discussions, negotiations, offers or contracts (of any kind or nature,
whether oral or written) prior to or contemporaneous with the execution hereof
with respect to any matter, directly or indirectly related to the terms of this
Agreement and the other Loan Documents.





29
 
 
 This
Agreement and the other Loan Documents are the result of negotiations among the
Lenders and the Borrower and the other parties thereto, and have been reviewed
(or have had the opportunity to be reviewed) by counsel to all such parties, and
are the products of all Parties.  Accordingly, this Agreement and the
other Loan Documents shall not be construed more strictly against any Lender
merely because of such Lender’s involvement in their
preparation.




10.2  Amendments.  No
amendment, modification or waiver of, or consent with respect to, any provision
of this Agreement or the other Loan Documents shall in any event be effective
unless the same shall be in writing and acknowledged by the Borrower and each
Lender, and then any such amendment, modification, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.




10.3  Revival and Reinstatement of
Obligations.  If the incurrence or payment of the Obligations
by any Obligor or the transfer to any Lender of any property should for any
reason subsequently be declared to be void or voidable under any state or
federal law relating to creditors’ rights, including provisions of the
Bankruptcy Code relating to fraudulent conveyances, preferences, or other
voidable or recoverable payments of money or transfers of property
(collectively, a “Voidable Transfer”), and if any Lender is required to repay or
restore, in whole or in part, any such Voidable Transfer, or elects to do so
upon the reasonable advice of its counsel, then, as to any such Voidable
Transfer, or the amount thereof that any Lender is required or elects to repay
or restore, and as to all reasonable costs, expenses, and attorneys fees of any
Lender, the Obligations shall automatically shall be revived, reinstated, and
restored and shall exist as though such Voidable Transfer had never been
made.




10.4  Forum Selection and Consent
to Jurisdiction.  ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE STATE AND/OR FEDERAL COURTS
LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED THAT NOTHING IN
THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE ANY LENDER FROM BRINGING
SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION.  THE
BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.  THE
BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW
YORK.  THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.




10.5  Waiver of Jury
Trial.  EACH LENDER AND THE BORROWER, AFTER CONSULTING OR
HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE IRREVOCABLY,





30
 
 
 ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS
UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT, ANY OF THE OTHER
OBLIGATIONS, THE COLLATERAL, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH
ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH ANY
LENDER AND THE BORROWER ARE ADVERSE PARTIES, AND EACH AGREES THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH LENDER
GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.




10.6  Assignability.  Any
Lender may at any time assign its rights in this Agreement, the other Loan
Documents, the Obligations, or any part thereof and transfer such Lender’s
rights in any or all collateral for the Obligations, and such Lender thereafter
shall be relieved from all liability with respect to such
collateral.  The Borrower may not sell or assign this Agreement, or
any other agreement with any Lender or any portion thereof, either voluntarily
or by operation of law, without the prior written consent of each
Lender.  This Agreement shall be binding upon each Lender and the
Borrower and their respective legal representatives and
successors.  All references herein to the Borrower shall be deemed to
include any successors, whether immediate or remote.




10.7  Governing
Law.  This Agreement and the other Loan Documents shall be
delivered and accepted in and shall be deemed to be contracts made under and
governed by the internal laws of the State of New York applicable to contracts
made and to be performed entirely within such state, without regard to conflict
of laws principles.




10.8  Enforceability.  Wherever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by, unenforceable or invalid under any
jurisdiction, such provision shall as to such jurisdiction, be severable and be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other
jurisdiction.




10.9  Survival of Borrower
Representations.  All covenants, agreements, representations
and warranties made by the Borrower herein shall, notwithstanding any
investigation by any Lender, be deemed material and relied upon by each Lender
and shall survive the making and execution of this Agreement and the other Loan
Documents and shall be deemed to be continuing representations and warranties
(except to the extent such representations or warranties expressly relate to an
earlier date) until such time as the Borrower has fulfilled all of its
Obligations to each Lender, and each Lender has been indefeasibly paid in full
in cash.  Each Lender, in extending financial accommodations to the
Borrower, is expressly acting and relying on the aforesaid representations and
warranties.




31
 
 
 10.10  Time of
Essence.  Time is of the essence in making payments of all
amounts due to each Lender under this Agreement and in the performance and
observance by the Borrower of each covenant, agreement, provision and term of
this Agreement.




10.11  Counterparts; Facsimile
Signatures.  This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts and
each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same
Agreement.  Receipt of an executed signature page to this Agreement by
facsimile or other electronic transmission shall constitute effective delivery
thereof. Electronic records of executed Loan Documents maintained by any Lender
shall be deemed to be originals thereof.




10.12  Notices.  Any
notice, demand, approval, consent or communication required, permitted, or
desired to be given hereunder, will be in writing and will be served on the
Parties at the following respective addresses:




If
      to the Lenders:
            To
      the address for each Lender set forth on Schedule 1If
      to Borrower:
            DAL
      Group, LLC
              900
      S. Pine Island Road
              Suite
      400
              Plantation,
      Florida  33324
              ATTN:  Chief
      Financial Officer
              Facsimile:  (954)
      233-8444If
      to Secured Party Representative:
            Chardan
      Capital Markets, LLC
              17
      State Street, Suite 1600
              New
      York, NY  10004
              ATTN:
      Kerry Propper
              Facsimile:
      (646) 465-9039




or such
other address, or the attention of such other person or officer, as any Party
may by written notice designate.  Any notice, demand, or communication
required, permitted, or desired to be given hereunder will be sent either by
hand delivery, by prepaid certified or registered mail, return receipt
requested, postage prepaid in the United States Mail, by a nationally recognized
overnight courier, or via facsimile or other electronic transmission (including
transmission in portable document format by electronic mail).  If any
notice, demand or communication is sent by facsimile or electronic mail
transmission, an original  must be simultaneously sent by one of the
foregoing mail or courier methods.  All such notices, demands or
communications shall be deemed to have been received (a) if by personal
delivery, facsimile machine or other electronic transmission (including
transmission in portable document format by electronic mail), on the date after
such delivery, (b) if by certified or registered mail, on the third business day
after the mailing thereof or (c) if by next-day or overnight courier or
delivery, on the date of such delivery.




10.13  Costs, Fees and
Expenses.  The Borrower shall pay or reimburse each Lender for
all reasonable costs, fees and expenses incurred by any Lender or for which any
Lender becomes obligated in connection with the negotiation, preparation,
consummation, collection of the





32
 
 
 Obligations
or enforcement of this Agreement, the other Loan Documents and all other
documents provided for herein or delivered or to be delivered hereunder or in
connection herewith (including any amendment, supplement or waiver to any Loan
Document), or during any workout, restructuring or negotiations in respect
thereof, including, without limitation, reasonable consultants’ fees and
attorneys’ fees and time charges of counsel to each Lender, which shall also
include reasonable attorneys’ fees and time charges of attorneys who may be
employees of any Lender or any Affiliate of any Lender, plus reasonable costs
and expenses of such attorneys or of any Lender, if the transaction contemplated
hereby shall be consummated.  In furtherance of the foregoing, the
Borrower shall pay any and all stamp and other taxes, UCC search fees, filing
fees and other reasonable costs and expenses in connection with the execution
and delivery of this Agreement and the other Loan Documents to be delivered
hereunder, and agrees to save and hold each Lender harmless from and against any
and all liabilities with respect to or resulting from any delay in paying or
omission to pay such costs and expenses.  That portion of the
Obligations consisting of costs, expenses or advances to be reimbursed by the
Borrower to each Lender pursuant to this Agreement or the other Loan Documents
which are not paid on or prior to the date hereof shall be payable by the
Borrower to the applicable Lender on demand.  If at any time or times
hereafter any Lender: (a) employs counsel for advice or other representation (i)
with respect to this Agreement or the other Loan Documents, (ii) to represent
any Lender in any litigation, contest, dispute, suit or proceeding or to
commence, defend, or intervene or to take any other action in or with respect to
any litigation, contest, dispute, suit, or proceeding (whether instituted by a
Lender, the Borrower, or any other party) in any way or respect relating to this
Agreement, the other Loan Documents or the Borrower’s business or affairs, or
(iii) to enforce any rights of any Lender against the Borrower or any other
party that may be obligated to any Lender by virtue of this Agreement or the
other Loan Documents; (b) takes any action to protect, collect, sell, liquidate,
or otherwise dispose of any Collateral for the Obligations as permitted pursuant
to this Agreement or by applicable law; and/or (c) attempts to or enforces any
of any Lender’s rights or remedies under this Agreement or the other Loan
Documents, the reasonable costs and expenses incurred by any Lender in any
manner or way with respect to the foregoing, shall be part of the Obligations,
payable by the Borrower to the applicable Lender on demand.




10.14  Secured Party
Representative. Each Lender, with respect to the Obligations, hereby
constitutes and appoints Chardan Capital Markets, LLC, or its designee, as its
representative (the “Secured Party
Representative”) and their true and lawful attorney in fact, with full
power and authority in each of their names and on behalf of each of them to act
on behalf of each of them in the absolute discretion of the Secured Party
Representative, but only with respect to the following provisions of this
Agreement, with the power to (a) give and receive notices pursuant this
Agreement, (b) waive any provision of this Agreement, (c) collect or accept
funds or Collateral on behalf of the Lenders, (d) hold, maintain and enforce any
lien and security interest in the Collateral (including, without limitation, the
naming of Secured Party Representative, as agent for Creditors, as secured party
in all UCC financing statements filed or to be filed against any Obligor in
relation to the Collateral),and (e) to do all things and to perform all acts,
including executing and delivering all agreements, certificates, receipts,
instructions and other instruments contemplated by or deemed advisable to
effectuate the intent of this Agreement, and enforcing any and all security
interests and liens on the Collateral granted by each Obligor or any other
person or entity to secure any Obligations.





33
 
 
 This
appointment and grant of power and authority is by unanimous approval of the
Lenders and the Lenders may change the Secured Party Representative by a written
notice signed by all of the Lenders delivered to the Borrower.  Each
Lender hereby consents to the taking of any and all actions and the making of
any decisions required or permitted to be taken or made by the Secured Party
Representative pursuant to this Agreement. Each Lender agrees that the Secured
Party Representative shall have no obligation or liability to any person for any
action or omission taken or omitted by the Secured Party Representative in good
faith hereunder, and each Lender shall, on a proportionate basis in accordance
with the proportion of debt owed to it by the Borrower, indemnify and hold the
Secured Party Representative harmless from and against any and all loss, damage,
expense or liability (including reasonable counsel fees and expenses) which the
Secured Party Representative may sustain as a result of any such action or
omission by the Secured Party Representative hereunder. The Borrower shall be
entitled to rely upon any document or other paper delivered by the Secured Party
Representative as (i) genuine and correct, and (ii) having been duly signed or
sent by the Secured Party Representative, and the Borrower shall not be liable
to any Lender for any action taken or omitted to be taken by the Borrower in
such reliance.  All moneys collected by the Secured Party
Representative upon any sale or other disposition of any Collateral or upon
receipt of any proceeds relating to any Collateral (collectively, the
“Collateral Proceeds”), shall be applied as follows: (A) first, to the payment
of (1) any and all sums advanced by the Secured Party Representative in order to
preserve or protect the any Collateral or preserve or protect its security
interest in the any Collateral, (2) the reasonable out-of-pocket fees and
expenses of liquidating or otherwise disposing or realizing on the Collateral,
or of any exercise by the Secured Party Representative of its rights or remedies
hereunder or under the other Loan Documents, together with reasonable attorneys’
fees and expenses and court costs, incurred by the Secured Party Representative
or any Lender in connection therewith; (B) second, to the extent moneys remain
after the application pursuant to the preceding clause (A), to the payment of
any and all outstanding Obligations owing to each Lender on a pro rata basis;
and (C) third, to the extent moneys remain after the application pursuant to the
preceding clauses (A) and (B), any surplus then remaining shall be held by the
Secured Party Representative as cash collateral pending payment in full of all
Obligations and irrevocable termination of the Loan Documents, after which any
remainder shall be paid to the Obligors or as otherwise required by law or as a
court of competent jurisdiction shall direct.  In the event any
payment or distribution with respect to the Collateral is made (whether
voluntarily, involuntarily, through the exercise of any right of set-off or
counterclaim or otherwise), the entity receiving such payment shall receive and
hold the same in trust, as trustee, for the equal benefit of Lenders and shall
forthwith deliver the same to the Secured Party Representative for the equal
benefit of the Lenders in precisely the form received.  Each such
payment or distribution set forth in the immediately preceding sentence shall be
applied by the Secured Party Representative in accordance with this
section.




[Signatures appear on the following
page]




34


IN
WITNESS WHEREOF, the Borrower and the Lenders have executed this Agreement as of
the date first above written.






Borrower:DAL
      GROUP, LLCBy:
              FLATWORLD
      DAL LLC, its Member




By:
              NAGINA
      ENGINEERING INVESTMENT CORP., its MemberBy:Name:
      Raj K. GuptaTitle:   President


















AGREED AND
      ACCEPTED:Lenders:[______]By:_________________________________________________Name:_______________________________________________Title:________________________________________________Secured Party
      Representative:CHARDAN
      CAPITAL MARKETS, LLCBy:__________________________________________________Name:________________________________________________Title:_________________________________________________










SIGNATURE
PAGE TO
 SENIOR
LOAN, SECURITY
 AND
PLEDGE AGREEMENT
 35


ACKNOWLEDGED
      AND AGREED:DJS
      PROCESSING, LLCDate
            By:__________________________________________________Name:________________________________________________Title:_________________________________________________PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, LLCBy:__________________________________________________Name:________________________________________________Title:_________________________________________________DEFAULT
      SERVICING, LLCBy:__________________________________________________Name:________________________________________________Title:_________________________________________________


SIGNATURE
PAGE TO
 SENIOR
LOAN, SECURITY
 AND
PLEDGE AGREEMENT
 36