ex10_18.htm


    
      

    

    Exhibit
      10.18

    
 

    *******************************

     

     

    LOAN
      AND SECURITY AGREEMENT

     

     

    Dated
      as of December 6, 2007

     

    


    between

     

    


    SEQUOIA
      MEDIA GROUP, LC,

     

    As
      Borrower

     

    and

     

    SECURE
      ALLIANCE HOLDINGS CORPORATION,

     

    As
      Lender

     

     

    *******************************

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      

    

    


    Table
      of Contents

    


    
      	 	 	
              Page

            
	
                  
                

            	 	 
	
              ARTICLE
                I.

            	
              DEFINITIONS
                AND ACCOUNTING TERMS

            	
              1

            
	
              SECTION
                1.1.

            	
              Certain
                Defined Terms

            	
              1

            
	
              SECTION
                1.2.

            	
              Terms
                Generally

            	
              6

            
	
              SECTION
                1.3.

            	
              Computation
                of Time Periods

            	
              6

            
	
              SECTION
                1.4.

            	
              Accounting
                Terms

            	
              7

            
	 	 	 
	
              ARTICLE
                II.

            	
              AMOUNTS
                AND TERMS OF THE ADVANCE

            	
              7

            
	
              SECTION
                2.1.

            	
              Advances

            	
              7

            
	
              SECTION
                2.2.

            	
              The
                Notes

            	
              7

            
	
              SECTION
                2.3.

            	
              Interest

            	
              7

            
	 	 	 
	
              ARTICLE
                III.

            	
              PAYMENTS,
                PREPAYMENTS, INCREASED  COSTS AND TAXES

            	
              8

            
	
              SECTION
                3.1.

            	
              Payments
                and Computations.

            	
              8

            
	
              SECTION
                3.2.

            	
              Mandatory
                Prepayments

            	
              8

            
	
              SECTION
                3.3.

            	
              Voluntary
                Prepayments

            	
              8

            
	
              SECTION
                3.4.

            	
              Taxes

            	
              8

            
	 	 	 
	
              ARTICLE
                IV.

            	
              SECURITY

            	
              9

            
	
              SECTION
                4.1.

            	
              Grant
                of Security Interest.

            	
              9

            
	
              SECTION
                4.2.

            	
              Delivery
                of Additional Documentation Required

            	
              9

            
	
              SECTION
                4.3.

            	
              Lender
                Appointed Attorney-in-Fact

            	
              9

            
	
              SECTION
                4.4.

            	
              Lender’s
                Duties

            	
              10

            
	 	 	 
	
              ARTICLE
                V.

            	
              CONDITIONS
                OF LENDING

            	
              11

            
	
              SECTION
                5.1.

            	
              Conditions
                Precedent to the Advance

            	
              11

            
	 	 	 
	
              ARTICLE
                VI.

            	
              REPRESENTATIONS
                AND WARRANTIES

            	
              12

            
	
              SECTION
                6.1.

            	
              Representations
                in merger Agreement are True and Correct

            	
              12

            
	
              SECTION
                6.2.

            	
              Authority,
                Due Execution, Binding Obligation

            	
              12

            
	
              SECTION
                6.3.

            	
              Location

            	
              13

            
	
              SECTION
                6.4.

            	
              Organization
                and Name

            	
              13

            
	
              SECTION
                6.5.

            	
              No
                Liens

            	
              13

            
	
              SECTION
                6.6.

            	
              No
                Claims

            	
              13

            
	
              SECTION
                6.7.

            	
              Non-Contravention

            	
              13

            
	
              SECTION
                6.8.

            	
              No
                Default or Event of Default

            	
              13

            
	 	 	 
	
              ARTICLE
                VII.

            	
              AFFIRMATIVE
                COVENANTS OF THE BORROWER

            	
              14

            
	
              SECTION
                7.1.

            	
              Compliance
                with Laws, Etc

            	
              14

            
	
              SECTION
                7.2.

            	
              Reporting
                and Notice Requirements

            	
              14

            
	
              SECTION
                7.3.

            	
              Use
                of Proceeds

            	
              14

            
	
              SECTION
                7.4.

            	
              Taxes
                and Liens

            	
              14

            
	
              SECTION
                7.5.

            	
              Maintenance
                of Property

            	
              14

            
	
              SECTION
                7.6.

            	
              Right
                of Inspection

            	
              14

            


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      of Contents

    (
      continued)

    


    
      	 	 	
              Page

            
	
                
                

            	 	 
	
              SECTION
                7.7.    

            	
              Insurance

            	
              15

            
	
              SECTION
                7.8.

            	
              Notice
                of Litigation

            	
              15

            
	
              SECTION
                7.9.

            	
              Maintenance
                of Office

            	
              15

            
	
              SECTION
                7.10.

            	
              Existence

            	
              15

            
	
              SECTION
                7.11.

            	
              Financial
                Statements

            	
              16

            
	
              SECTION
                7.12.

            	
              Further
                Assurances

            	
              16

            
	 	 	 
	
              ARTICLE
                VIII.

            	
              NEGATIVE
                COVENANTS

            	
              16

            
	
              SECTION
                8.1.

            	
              Impairment
                of Rights

            	
              16

            
	
              SECTION
                8.2.

            	
              Restrictions
                on Debt

            	
              17

            
	
              SECTION
                8.3.

            	
              Restrictions
                on Liens

            	
              17

            
	
              SECTION
                8.4.

            	
              Mergers
                and Acquisitions

            	
              18

            
	
              SECTION
                8.5.

            	
              Issuance
                of Equity Interests

            	
              18

            
	 	 	 
	
              ARTICLE
                IX.

            	
              EVENTS
                OF DEFAULT

            	
              19

            
	
              SECTION
                9.1.

            	
              Events
                of Default

            	
              19

            
	
              SECTION
                9.2.

            	
              Remedies

            	
              20

            
	
              SECTION
                9.3.

            	
              Remedies
                Cumulative

            	
              21

            
	
              SECTION
                9.4.

            	
              Marshaling

            	
              22

            
	 	 	 
	
              ARTICLE
                X.

            	
              MISCELLANEOUS

            	
              22

            
	
              SECTION
                10.1.

            	
              Survival
                of Representations and Warranties

            	
              22

            
	
              SECTION
                10.2.

            	
              Amendments,
                Etc

            	
              22

            
	
              SECTION
                10.3.

            	
              Notices,
                Etc

            	
              22

            
	
              SECTION
                10.4.

            	
              No
                Waiver; Remedies

            	
              22

            
	
              SECTION
                10.5.

            	
              Expenses
                and Attorneys’ Fees

            	
              23

            
	
              SECTION
                10.6.

            	
              Indemnity

            	
              23

            
	
              SECTION
                10.7.

            	
              Right
                of Set-off

            	
              24

            
	
              SECTION
                10.8.

            	
              Binding
                Effect

            	
              24

            
	
              SECTION
                10.9.

            	
              Assignments
                and Participations

            	
              24

            
	
              SECTION
                10.10.   

            	
              Limitation
                on Agreements

            	
              24

            
	
              SECTION
                10.11.

            	
              Severability

            	
              25

            
	
              SECTION
                10.12.

            	
              Governing
                Law

            	
              25

            
	
              SECTION
                10.13.

            	
              SUBMISSION
                TO JURISDICTION; WAIVERS

            	
              25

            
	
              SECTION
                10.14.

            	
              Reserved.

            	
              26

            
	
              SECTION
                10.15.

            	
              Execution
                in Counterparts

            	
              26

            


    

     

    EXHIBITS:

     

    
      	
              Exhibit
                A -

            	
              Form
                of Note 

            



      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

     

    LOAN
      AND SECURITY AGREEMENT

     

    This
      Loan
      and Security Agreement, dated as of December 6, 2007 (this “Agreement”), is made
      between Sequoia Media Group, LC, a Utah limited liability company (“Borrower”),
      and Secure Alliance Holdings Corporation, a Delaware corporation
      (“Lender”).

     

    RECITALS:

     

    WHEREAS,
      Borrower, Lender and SMG Utah, LC, a Utah limited liability company and a wholly
      owned subsidiary of Lender (“SMG”) have entered into a Plan and Agreement of
      Merger dated December 6, 2007 (the “Merger Agreement”) wherein upon closing of
      the Merger Agreement (the “Closing”), SMG shall be merged with and into Borrower
      (the “Merger”), with Borrower becoming a wholly-owned subsidiary of Lender, upon
      the terms and subject to the conditions set forth in the Merger
      Agreement.

     

    WHEREAS,
      Lender has agreed to loan money to the Borrower as a bridge loan for working
      capital purposes from the date hereof until the Closing, on the terms and
      subject to the provisions contained herein.

     

    NOW
      THEREFORE, in consideration of the premises and the mutual promises contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto agree as
      follows:

     

    ARTICLE
      I.

    DEFINITIONS
      AND ACCOUNTING TERMS

     

    SECTION
      1.1. Certain Defined
      Terms.  As used in this Agreement, the following terms shall
      have the following meanings:

     

    “Advance”
means
      an
      advance under Section 2.1.

     

    “Affiliate”
means
      any
      Person which, directly or indirectly, controls or is controlled by or is under
      common control with another Person.  For purposes of this definition,
“control” (including, with correlative meanings, the terms “controlled by” and
“under common control with”), as used with respect to any Person, means the
      power to direct or cause the direction of the management and policies of such
      Person, directly or indirectly, whether through the ownership of voting
      securities or by contract or otherwise.

     

    “Bankruptcy
      Code”
means The Bankruptcy Reform Act of 1978, as amended, and codified as
      11 U.S.C.
      Sections 101 et
      seq.

     

    “Borrower”
has
      the
      meaning in the preamble.

     

    “Business
      Day” means a
      day of the year on which banks are not required or authorized to close in New
      York, New York.

     

    “Capital
      Lease” means
      any obligation to pay rent or other amounts under a lease of (or other agreement
      conveying the right to use) any property (whether real, personal or mixed,
      immovable or movable) that is required to be classified and accounted for as
      a
      capitalized lease obligation under GAAP.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    "Change
      of Control"
      shall be deemed to have occurred, other than upon the occurrence of the Merger,
      at such time as:

     

    (i)          
      any "person" (as that term is
      used
      in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the
“Exchange Act”)) (other than Lender or its Affiliates) becomes, directly or
      indirectly, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
      Act as in effect on the date hereof) of securities representing fifty percent
      (50%) or more of the combined voting power of the then outstanding voting
      membership interests of the Borrower or any successor of the
      Borrower;

    


    (ii)        
      during any period of two (2)
      consecutive years or less, individuals who at the beginning of such period
      constituted the Board of Managers of the Borrower cease, for any reason, to
      constitute at least a majority of such Board of Managers, unless the election
      or
      nomination for election of each new member of such Board of Managers was
      approved by a vote of at least two-thirds of the members of such Board of
      Managers then still in office who were members of such Board of Managers at
      the
      beginning of the period;

    


    (iii)         the
      members of the Borrower approve any
      merger or consolidation to which any of the Borrower is a party as a result
      of
      which the persons who were members of the Borrower immediately prior to the
      effective date of the merger or consolidation (and excluding, however, any
      shares held by any party to such merger or consolidation and its Affiliates)
      shall have beneficial ownership of less than fifty percent (50%) of the combined
      voting power for election of members of the Board of Managers (or equivalent)
      of
      the surviving entity following the effective date of such merger or
      consolidation; or

    


    (iv)         the
      members of the Borrower approve any
      merger or consolidation as a result of which the equity interests of the
      Borrower shall be changed, converted or exchanged (other than a merger with
      a
      wholly-owned Subsidiary of the Borrower) or any liquidation of the Borrower
      or
      any sale or other disposition of fifty percent (50%) or more of the assets
      or
      earnings power of the Borrower.

     

    “Code”
means
      the
      Internal Revenue Code of 1986, as amended from time to time, and any successor
      statute.

     

    “Collateral”
means
      all
      right, title and interest in, to and under, all of the property and assets
      currently owned or owing to, or hereafter acquired or arising in favor of,
      Borrower and its Subsidiaries, wherever located, including, but not limited
      to,
      all accounts, deposit accounts, chattel paper, instruments, documents,
      securities, letter of credit rights, contract rights, receivables, equipment,
      goods, inventory, investment property, goodwill, general intangibles,
      intellectual property, patents, patent applications, trademarks, trademark
      applications, trade names, copyrights, copyright applications, Internet domain
      names, service marks, trade secrets, know-how, technology, software, hardware,
      commercial tort claims, warranties and guarantees, as any of the foregoing
      terms
      may be defined in the Uniform Commercial Code of the State of Utah (the “UCC”),
      and including any products, proceeds (including insurance proceeds) or income
      derived therefrom, whether by disposition or otherwise.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Commitment”
means
      a
      total of $2,500,000, which shall be advanced to Borrower as follows: (i)
      $1,000,000 at the time of the execution of this Agreement; (ii) $1,000,000
      on
      January 15, 2008; and (iii) $500,000 on February 15, 2008.

     

    “Control”
when
      used
      with respect to any Person means the power to direct the management and policies
      of such Person, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms “controlling” and
“controlled”
      have meanings correlative to the foregoing.

     

    “Debt”
means
      (without
      duplication), for any Person, (a) indebtedness of such Person for borrowed
      money
      or arising out of any extension of credit to or for the account of such Person
      (including, without limitation, extensions of credit in the form of
      reimbursement or payment obligations of such Person relating to letters of
      credit issued for the account of such Person) or for the deferred purchase
      price
      of property or services; (b) indebtedness of the kind described in clause (a)
      of
      this definition which is secured by (or for which the holder of such debt has
      any existing right, contingent or otherwise, to be secured by) any Lien upon
      or
      in Property (including, without limitation, accounts and contract rights) owned
      by such Person, whether or not such Person has assumed or become liable for
      the
      payment of such indebtedness or obligations; (c) all obligations as lessee
      under
      any Capital Lease; (d) all contingent liabilities and obligations under direct
      or indirect guarantees in respect of, and obligations (contingent or otherwise)
      to purchase or otherwise acquire, or otherwise to assure a creditor against
      loss
      in respect of, indebtedness or obligations of others of the kinds referred
      to in
      clauses (a) through (c) above; and (e) any monetary obligation of a Person
      under
      or in connection with a sale-leaseback or similar arrangement.

     

    “Debtor
      Laws” means
      all applicable liquidation, conservatorship, bankruptcy, moratorium,
      arrangement, receivership, insolvency, reorganization or similar laws including
      the Bankruptcy Code, or general equitable principles from time to time in effect
      affecting the rights of creditors generally.

     

    “Default”
means
      any
      event the occurrence of which does, or with the lapse of time or giving of
      notice or both would, constitute an Event of Default.

     

    “Equity
      Interests” of
      any Person shall mean any and all shares, rights to purchase, options, warrants,
      general, limited or limited liability partnership interests, membership
      interests, participation or other equivalents of or interest in (regardless
      of
      how designated) equity of such Person, whether voting or nonvoting, including
      common stock, preferred stock, convertible securities or any other “equity
      security” (as such term is defined in Rule 3a11-1 under the Securities Exchange
      Act of 1934).

     

    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    “Events
      of Default”
has the meaning specified in Section 9.1.

     

    “Fee”
has
      the meaning
      specified in Section 2.3.

     

    “GAAP”
means
      generally
      accepted accounting principles set forth 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.

     

    “Governmental
      Authority” means any (domestic or foreign) federal, state, county,
      municipal, parish, provincial, or other government, or any department,
      commission, board, court, agency, or any other instrumentality of any of them
      or
      any other political subdivision thereof, and any entity exercising executive,
      legislative, judicial, regulatory, or administrative functions of, or pertaining
      to, government, including, without limitation, any arbitration panel, any court,
      or any commission.

     

    “Highest
      Lawful Rate”
means the maximum nonusurious interest rate, if any, that at any time
      or from
      time to time may be contracted for, taken, reserved, charged, or received with
      respect to any Note or on other amounts, if any, due to the Lender pursuant
      to
      this Agreement or any other Loan Document under laws applicable to the Lender
      which are presently in effect or, to the extent allowed by law, under such
      applicable laws which may hereafter be in effect.

     

    “Insolvency
      Proceeding” means in any case or proceeding commenced by or against a
      Person under any state, federal or foreign law for, or any agreement of such
      Person to, (a) the entry of an order for relief under the U.S. Bankruptcy Code,
      or any other insolvency, debtor relief or debt adjustment law; (b) the
      appointment of a receiver, trustee, liquidator, administrator, conservator
      or
      other custodian for such Person or any part of its Property; or (c) an
      assignment or trust mortgage for the benefit of creditors.

     

    “Interest
      Rate” has
      the meaning specified in Section 2.3.

     

    “Issue
      Date” means the
      date on which a Note is issued pursuant to this Agreement. The Commitment shall
      be Advanced on three separate Issue dates as to in Section 2.1.

     

    “Legal
      Requirement”
means any order, constitution, law, ordinance, principle of common law,
      regulation, rule, statute or treaty of any applicable Governmental
      Authority.

     

    “Lien”
means
any
      security interest, mortgage, pledge,
      hypothecation, charge, claim, option, right to acquire, adverse interest,
      assignment, deposit arrangement, encumbrance, restriction, statutory or other
      lien, preference, priority or other security agreement or preferential
      arrangement of any kind or nature whatsoever (including any conditional sale
      or
      other title retention agreement, any financing lease involving substantially
      the
      same economic effect as any of the foregoing, and the filing of any financing
      statement under the Uniform Commercial Code or comparable law of any
      jurisdiction).

     

    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    “Loan
      Documents” means
      this Agreement, the Notes, and each other certificate, instrument, agreement
      or
      document delivered by any Loan Party in connection with the transactions
      contemplated by this Agreement.

     

    “Loan
      Party” means the
      Borrower and any Borrower’s Subsidiary.

     

    “Material
      Adverse Effect” means (i) a
      material adverse effect on the transactions contemplated hereby (including
      a
      material adverse effect on the ability of any party hereto to perform its
      obligations hereunder) or (ii) an adverse effect on the business, Property,
      assets, liabilities, operations, results of operations, condition (financial
      or
      otherwise) or prospects of the Loan Parties, if any, that is material to the
      Loan Parties, taken as a whole, other than as a result of adverse economic
      conditions in the United States generally or as a result of any act or omission
      contemplated by this Agreement.

     

    “Maturity
      Date” means
      the earliest to occur of (a) December 31, 2008 or (b) such earlier time to
      which
      the Obligations may be accelerated under Section 9.1 hereof.

     

    “Merger”
has
      the
      meaning in the recitals.

     

    “Merger
      Termination
      Date” means the earliest to occur of (a) May 31, 2008, or (b) the date
      the Merger Agreement is terminated pursuant to Section 9.1 thereof.

     

    “Note”
means
      each
      promissory note issued under this Agreement  evidencing an Advance
      pursuant to Section 2.2.

     

    “Obligations”
means
      all of the obligations of the Borrower now or hereafter existing under the
      Loan
      Documents, whether for principal, interest, fees, expenses, indemnification
      or
      otherwise.

     

               
      “Ordinary Course
      of
      Business” means the ordinary course of business consistent with past
      custom and practice (including with respect to quantity and
      frequency).

     

    “Permitted
      Liens” has
      the meaning specified in Section 8.3.

     

    “Person”
means
      an
      individual, partnership, limited liability company (including a business trust
      or a real estate investment trust), joint stock company, trust, unincorporated
      association, corporation, joint venture or other entity, or a government or
      any
      political subdivision or agency thereof.

     

    “Property”
means
      any
      interest or right in any kind of property or asset, whether real, personal,
      or
      mixed, owned or leased, tangible or intangible, and whether now held or
      hereafter acquired.

     

    “Responsible
      Officer”
means with the chief financial officer or the chief accounting officer
      of
      Borrower, as designated in reports filed with the Securities and Exchange
      Commission (“SEC”).

     

    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    “Solvent”
means
      as to
      any Person, such Person (a) owns Property whose fair salable value is greater
      than the amount required to pay all of its debts (including contingent,
      subordinated, unmatured and unliquidated liabilities); (b) owns Property whose
      present fair salable value (as defined below) is greater than the probable
      total
      liabilities (including contingent, subordinated, unmatured and unliquidated
      liabilities) of such Person as they become absolute and matured; (c) is able
      to
      pay all of its debts as they mature; (d) has capital that is not unreasonably
      small for its business and is sufficient to carry on its business and
      transactions and all business and transactions in which it is about to engage;
      (e) is not "insolvent" within the meaning of Section 101(32) of the U.S.
      Bankruptcy Code; and (f) has not incurred (by way of assumption or otherwise)
      any obligations or liabilities (contingent or otherwise) under any Loan
      Documents, or made any conveyance in connection therewith, with actual intent
      to
      hinder, delay or defraud either present or future creditors of such Person
      or
      any of its Affiliates.  "Fair salable value" means the amount that
      could be obtained for assets within a reasonable time, either through collection
      or through sale under ordinary selling conditions by a capable and diligent
      seller to an interested buyer who is willing (but under no compulsion) to
      purchase.

     

    “Subsidiary”
when
      used
      with respect to any Person, shall mean any corporation or other organization,
      whether incorporated or unincorporated, of which (i) such Person or any other
      Subsidiary of such Person is a general partner or (ii) at least such number
      and
      kind of the securities or other interests having by their terms ordinary voting
      power to elect at least 50% of the board of directors or others performing
      similar functions with respect to such corporation or other organization is
      directly or indirectly owned or controlled by such Person, by any one or more
      of
      its Subsidiaries, or by such Person and one or more of its
      Subsidiaries.

     

    SECTION
      1.2. Terms
      Generally.  The definitions in Section 1.1 apply equally to
      both the singular and plural forms of the terms defined.  Whenever the
      context requires, any pronoun shall include the corresponding masculine,
      feminine and neuter forms.  The words “include”, “includes” and
“including” shall be construed as if followed by the words “without
      limitation”.  The words “herein”, “hereof” and “hereunder” and words
      of similar import refer to this Agreement (including the Exhibits hereto) in
      its
      entirety and not to any part hereof, unless the context otherwise
      requires.  All references herein to Articles, Sections, and Exhibits
      are references to Articles and Sections of, and Exhibits to, this Agreement
      unless the context otherwise requires.  Unless the context otherwise
      requires, any references to any agreement or other instrument or statute or
      regulation are to such agreement, instrument, statute or regulation as amended
      and supplemented from time to time (and, in the case of a statute or regulation,
      to any successor provisions).  Any reference in this Agreement to a
“day” or number of “days” (without the explicit qualification of “business”)
      shall mean a calendar day or number of calendar days.  If any action
      or notice is to be taken or given on or by a particular day, and such day is
      not
      a business day, then such action or notice shall be deferred until, or may
      be
      taken or given on, the next Business Day.

     

    SECTION
      1.3. Computation of
      Time Periods.  In this Agreement in the computation of periods
      of time from a specified date to a later specified date, unless otherwise
      specified herein the word “from” means “from and including” and the words “to”
and “until” each means “to but excluding”.

     

    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    SECTION
      1.4. Accounting
      Terms.  All accounting terms not specifically defined herein
      shall be construed in accordance with GAAP consistent with those applied in
      the
      preparation of the financial statements filed by Borrower with the SEC under
      the
      Exchange Act.

     

    ARTICLE
      II.

    AMOUNTS
      AND TERMS OF THE ADVANCE

     

    SECTION
      2.1. Advances.  Lender
      agrees, on the terms and conditions hereinafter set forth, to make an advance
      (“Advance”) on
      each of the following Issue Dates:

     

    
      	
               

            	
              (i)

            	
              $1,000,000
                on the date of the execution of this Agreement;


            


    

     

    
      	
               

            	
              (ii)

            	
              $1,000,000
                on January 15, 2008; and 

            


    

    


    
      	
               

            	
              (iii)

            	
              $500,000
                on February 15, 2008 . 

            


    

    


    The
      amount outstanding on each of such Advance shall be payable in accordance with
      Section 3.1 hereof and shall mature and all outstanding principal thereof,
      together with accrued and unpaid interest thereon, shall be due and payable
      on
      the Maturity Date.

    


    SECTION
      2.2. The Notes.
      To evidence each Advance, the Borrower shall execute and deliver to the Lender
      ,
      a term note (the “Note”) in the
      amount
      of the Advance.  Each Note shall be substantially in the form of
      Exhibit A hereto with the blanks appropriately filled, and shall mature on
      the
      Maturity Date, at which time all principal and accrued and unpaid interest
      then
      outstanding thereunder shall become due and payable.

     

    SECTION
      2.3. Interest.  Each
      Advance shall bear interest from and including the respective Issue Date of
      such
      Advance, at a rate per annum equal at all times to ten percent (10%) (the “Interest
      Rate”).  Subject to Section 3.3, interest shall be payable in
      full at the Maturity Date.

     

    After
      the
      occurrence and during the continuance of an Event of Default the Advance and
      all
      other Obligations shall, at the election of the Lenders, bear interest at a
      rate
      per annum equal to two percent (2%) plus the Interest
      Rate (the “Default
      Rate”).  The additional interest amount shall be paid in cash
      monthly in arrears.

     

    In
      addition, if the Obligations have not been paid in full or prior to the Maturity
      Date, a monthly fee equal to 10% of the outstanding Obligations (the “Fee”) shall be
      paid
      in cash on the last day of each calendar month for which the Obligations remain
      outstanding, to be paid by Borrower to Lender.

     

    All
      computations of interest hereunder pursuant to this Article II shall be made
      on
      the basis of a year of 360 days, in each case including the first day but
      excluding the last day occurring in the period for which such interest is
      payable.

     

    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      III.

    PAYMENTS,
      PREPAYMENTS, INCREASED COSTS AND TAXES

     

    SECTION
      3.1.   Payments and
      Computations.

     

    (a)     The
      outstanding principal balance of each Advance shall be payable on the Maturity
      Date, when all unpaid principal of, and accrued and unpaid interest on, each
      Advance shall be due and payable.

     

    (b)     Interest
      due under the Notes shall be payable in cash on the Maturity Date.

     

    (c)     Whenever
      any payment under any Note shall be stated to be 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 in such case be included in the computation
      of
      payment of interest.

     

    SECTION
      3.2. Mandatory
      Prepayments.  If, while any amount of principal or accrued but
      unpaid interest remain outstanding on any Note, the Borrower receives additional
      capital or conducts any sale of its assets, other than sales made in the
      Ordinary Course of Business, and other sales permitted under the Loan Documents,
      the Borrower and its Subsidiaries shall, immediately upon receipt of the net
      proceeds of such capital contribution or sale, pay to the Lender all of such
      net
      proceeds up to an amount equal to the aggregate amount of principal of and
      accrued interest on the Notes.  Lender shall apply any such proceeds,
      in its sole discretion, to prepay amounts of principal of and/or accrued
      interest on the Notes then outstanding, without any penalty or
      premium.

     

    SECTION
      3.3. Voluntary
      Prepayments.  The Borrower may, upon at least five (5) Business
      Days’ prior written notice to the Lender, prepay all or any portion of the
      principal balance of the Obligations without penalty or premium.  Such
      notice shall be irrevocable and the payment amount specified in such notice
      shall be due and payable on the prepayment date described in such
      notice.  Any portion of the principal amount of an Advance which is
      prepaid in accordance with this Section shall reduce the principal amount of
      the
      Note evidencing such Advance and may not be reborrowed.  Any
      prepayment of principal under this Section 3.3 shall be accompanied by a payment
      of all accrued interest.

     

    SECTION
      3.4. Taxes

     

    (a)     Any
      and all payments by the Borrower under the Notes shall be made, in accordance
      with Section 3.1, free and clear of and without deduction for any and all
      present or future taxes, levies, imposts, deductions, charges or withholdings,
      and all liabilities with respect thereto, excluding, in the case of the Lender,
      taxes imposed on its income, and franchise taxes imposed on it, by the
      jurisdiction under the laws of which the Lender is organized or any political
      subdivision thereof. If the Borrower shall be required by law to deduct any
      such
      amounts from or in respect of any sum payable under the Notes to the Lender,
      (i)
      the sum payable shall be increased as may be necessary so that after making
      all
      required deductions (including deductions applicable to additional sums payable
      under this Section 3.4) the Lender receives an amount equal to the sum it would
      have received had no such deductions been made, (ii) the Borrower shall make
      such deductions and (iii) the Borrower shall pay the full amount deducted to
      the
      relevant taxation authority or other authority in accordance with applicable
      law. The Borrower further agree to pay any present or future stamp or
      documentary taxes or any other excise or property taxes, charges or similar
      levies which arise from any payment made under the Notes or from the execution,
      delivery or registration of, or otherwise with respect to, this Agreement or
      the
      Notes.

     

    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    (b)     The
      Borrower will indemnify the Lender for the full amounts payable pursuant to
      Section 3.4(a) (including, without limitation, any taxes or such other amounts
      imposed by any Governmental Authority on amounts payable under this Section
      3.4)
      paid by the Lender and any liability (including penalties, interest and
      expenses) arising therefrom or with respect thereto, whether or not such amounts
      were correctly or legally asserted.

     

    Without
      prejudice to the survival of any other agreement of the Borrower hereunder,
      the
      agreements and obligations of the Borrower contained in this Section 3.4 shall
      survive the payment in full of principal and interest under the
      Notes.

     

    ARTICLE
      IV.

    SECURITY

     

    SECTION
      4.1. Grant of Security
      Interest.

     

    (a)     The
      Borrower hereby pledges to Lender, as security for the Obligations, and grants
      to Lender a continuing security interest in, lien on and right of set-off
      against the Collateral, subject only to those Liens described in Section 8.3(a),
      (b), (c), (d), and (e), to secure prompt repayment of any and all Obligations
      and in order to secure prompt performance by the Borrower of its covenants
      and
      duties under the Loan Documents.

     

    SECTION
      4.2. Delivery of
      Additional Documentation Required.  Borrower shall execute and
      deliver to the Lender, prior to or concurrently with the Borrower’s execution
      and delivery of this Agreement and at any time thereafter at the request of
      the
      Lender, all financing statements, continuation financing statements, fixture
      filings, security agreements, assignments, endorsements of certificates of
      title, applications for title, affidavits, reports, notices, schedules of
      accounts, letters of authority, and all other documents that the Lender may
      reasonably request, in form satisfactory to Lender, to perfect and maintain
      perfected the Lender’s security interests in the Collateral and in order to
      fully consummate all of the transactions contemplated under the Loan
      Documents.

     

    SECTION
      4.3. Lender Appointed
      Attorney-in-Fact.  Borrower hereby irrevocably appoints Lender
      its attorney-in-fact, with full authority in the place and stead of Borrower
      and
      in the name of Borrower or otherwise, at such time as an Event of Default has
      occurred and is continuing hereunder, to take any action and to execute any
      instrument which Lender may reasonably deem necessary or advisable to accomplish
      the purposes of this Agreement, including, without limitation:

     

    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

     

    (a)     to
      ask, demand, collect, sue for, recover, compromise, receive and give acquittance
      and receipts for moneys due and to become due under or in connection with the
      accounts or any other collateral of Borrower;

     

    (b)     to
      receive, indorse, and collect any drafts or other instruments, documents,
      negotiable collateral or chattel paper;

     

    (c)     to
      file any claims or take any action or institute any proceedings which Lender
      may
      deem necessary or desirable for the collection of any of the collateral of
      Borrower or otherwise to enforce the rights of Lender with respect to any of
      the
      collateral;

     

    (d)     to
      repair, alter, or supply goods, if any, necessary to fulfill in whole or in
      part
      the purchase order of any person obligated to Borrower in respect of any account
      of Borrower;

     

    (e)     to
      use any labels, patents, trademarks, trade names, URLs, domain names, industrial
      designs, copyrights, advertising matter or other industrial or intellectual
      property rights, in advertising for sale and selling Inventory and other
      Collateral and to collect any amounts due under accounts, contracts or
      negotiable collateral of Borrower; and

     

    (f)     Lender
      shall have the right, but shall not be obligated, to bring suit in its own
      name
      to enforce the trademarks, patents, copyrights and intellectual property
      licenses and, if Lender shall commence any such suit shall, at the request
      of
      Lender, do any and all lawful acts and execute any and all proper documents
      reasonably required by Lender in aid of such enforcement.

     

    To
      the
      extent permitted by law, Borrower hereby ratifies all that such attorney-in-fact
      shall lawfully do or cause to be done by virtue hereof.  This power of
      attorney is coupled with an interest and shall be irrevocable until this
      Agreement is terminated.

     

    SECTION
      4.4. Lender’s
      Duties.  The powers conferred on Lender hereunder are solely to
      protect Lender’s interest in the Collateral, and shall not impose any duty upon
      Lender to exercise any such powers.  Except for the safe custody of
      any Collateral in its actual possession and the accounting for moneys actually
      received by it hereunder, Lender shall have no duty as to any Collateral or
      as
      to the taking of any necessary steps to preserve rights against prior parties
      or
      any other rights pertaining to any Collateral.  Lender shall be deemed
      to have exercised reasonable care in the custody and preservation of any
      Collateral in its actual possession if such Collateral is accorded treatment
      substantially equal to that which Lender accords its own property.

     

    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      V.

    CONDITIONS
      OF LENDING

     

    SECTION
      5.1. Conditions
      Precedent to the Advance.  The obligation of the Lender to make
      an Advance is subject to the condition precedent that the Lender shall have
      received, in form and substance satisfactory to the Lender:

     

    (a)     Note.  A
      Note representing the aggregate amount of the Advance, duly executed by Borrower
      and payable to the order of the Lender.

     

    (b)     Executed
      Loan and Security
      Agreement.  This Agreement, duly executed by the
      Borrower.

     

    (c)     Authorizations.  Resolutions
      of the Board of Managers of the Borrower approving and authorizing the
      execution, delivery, and performance by the Borrower of each Loan Document,
      the
      notices and other documents to be delivered by the Borrower pursuant to each
      Loan Document, and the transactions contemplated thereunder.

     

    (d)     Good
      Standing.  Certificates of appropriate officials as to the
      existence and good standing of the Borrower in its jurisdiction of
      organization.

     

    (e)     Closing
      Deliveries.  Lender shall have received, in form and substance
      reasonably satisfactory to Lender, all other agreements, notes, certificates,
      orders, authorizations, financing statements, and other documents which Lender
      may at any time reasonably request.

     

    (f)     Security
      Interests.  Lender shall have received satisfactory evidence
      that all security interests and liens granted to Lender for the benefit of
      Lender pursuant to this Agreement or the other Loan Documents have been duly
      perfected and constitute first priority liens on the Collateral, subject only
      to
      Permitted Liens.

     

    (g)     Representations
      and
      Warranties.  The representations and warranties of the Borrower
      contained herein and in the Loan Documents shall be true, correct and complete
      on and as of the Issue Date to the same extent as though made on and as of
      that
      date, except for any representation or warranty limited by its terms to a
      specific date.

     

    (h)     No
      Default.  No event shall have occurred and be continuing or
      would result from funding the Advance that would constitute an Event of Default
      or a Default.

     

    (i)     
      Performance of
      Agreements.  Each Loan Party shall have performed in all
      material respects all agreements and satisfied all conditions which any Loan
      Document provides shall be performed by it on or before the Issue Date, in
      each
      case to the satisfaction of the Lender.

     

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    (j)     
      No
      Prohibition.  No order, judgment or decree of any court,
      arbitrator or Governmental Authority shall purport to enjoin or restrain Lender
      from making the Advance.

     

    (k)     No
      Litigation.  There shall not be pending or, to the knowledge of
      any Loan Party, threatened, any action, charge, claim, demand, suit, proceeding,
      petition, governmental investigation or arbitration by, against or affecting
      any
      Loan Party or any Property of any Loan Party that has not been disclosed to
      Lender by Loan Parties in writing, and there shall have occurred no development
      in any such action, charge, claim, demand, suit, proceeding, petition,
      governmental investigation or arbitration that, in the reasonable opinion of
      Lender, would reasonably be expected to have a Material Adverse
      Effect.

     

    (l)     
      Insurance.  Lender
      shall receive, within ten business days following the Issue Date, certificates
      of insurance, insurance policies or binders for insurance with respect to each
      Loan Party in types and amounts, under terms and conditions satisfactory to
      Lender with appropriate endorsements naming Lender as loss payee and/or
      additional insured, as appropriate.

     

    (m)     Material
      Adverse
      Change.  Since December 31, 2006, there shall have been no
      material adverse change in the business, operations, assets, properties,
      liabilities, profits, prospects or financial position of the Loan Parties taken
      as a whole as determined by the Lender in its sole discretion

     

    (n)     Solvency.  Each
      Loan Party shall have demonstrated to Lender that after giving effect to the
      transactions contemplated hereby, such Loan Party is solvent, able to meet
      its
      obligations (including the Obligations) as they mature and has sufficient
      capital to enable it to operate its business as currently conducted or proposed
      to be conducted.

     

    ARTICLE
      VI.

    REPRESENTATIONS
      AND WARRANTIES

     

    In
      order
      to induce the Lender to enter into this Agreement, the Borrower represents
      and
      warrants to the Lender as of the date hereof and as of the Issue Date
      that:

     

    SECTION
      6.1. Representations
      in Merger Agreement are True and Correct. Each of the Representations and
      Warranties made by Borrower in Article III of the Merger Agreement are true
      and
      correct as of the date of execution of this Agreement.

     

    SECTION
      6.2.  Authority, Due Execution,
      Binding Obligation. Borrower has the requisite limited liability company
      and all other power and authority to enter into this Agreement and otherwise
      to
      carry out its obligations hereunder. The execution, delivery and performance
      by
      the Borrower of this Agreement and the filings contemplated therein have been
      duly authorized by all necessary action on the part of the Borrower and no
      further action is required by the Borrower.  This Agreement has been
      duly executed by the Borrower.  This Agreement constitutes the legal,
      valid and binding obligation of the Borrower, enforceable against the Borrower
      in accordance with its terms except as such enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization and similar laws of general
      application relating to or affecting the rights and remedies of creditors and
      by
      general principles of equity.

     

    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    SECTION
      6.3.  Location. The
      Borrower has no place of business or offices where its books of account and
      records are kept or places where Collateral is stored or located, except its
      executive offices.

     

    SECTION
      6.4.  Organization and
      Name. The Borrower was organized and remains organized solely under the
      laws of the State of Utah.  The Borrower has no trade
      name.  The Borrower was formed under the name of Life Dimensions, LC
      but changed its name to Sequoia Media Group, LC on August 8, 2003. 

     

    SECTION
      6.5.  No
      Liens. Except for Permitted Liens, the Borrower is the sole owner of the
      Collateral (except for non-exclusive licenses granted by the Borrower in the
      ordinary course of business), free and clear of any liens, security interests,
      encumbrances, rights or claims, and are fully authorized to grant the Security
      Interests.  There is not on file in any governmental or regulatory
      authority, agency or recording office an effective financing statement, security
      agreement, license or transfer or any notice of any of the foregoing (other
      than
      those that will be filed in favor of the Lender pursuant to this Agreement)
      covering or affecting any of the Collateral.

     

    SECTION
      6.6.  No
      Claims. No written claim has been received that any Collateral or the
      Borrower’s use of any Collateral violates the rights of any third party. There
      has been no adverse decision to the Borrower's claim of ownership rights in
      or
      exclusive rights to use the Collateral in any jurisdiction or to the Borrower's
      right to keep and maintain such Collateral in full force and effect, and there
      is no proceeding involving said rights pending or, to the best knowledge of
      the
      Borrower, threatened before any court, judicial body, administrative or
      regulatory agency, arbitrator or other governmental authority.

     

    SECTION
      6.7.  Non-Contravention.
      The execution, delivery and performance of this Agreement by the Borrower does
      not (i) violate any of the provisions of any organizational document of the
      Borrower or any judgment, decree, order or award of any court, governmental
      body
      or arbitrator or any applicable law, rule or regulation applicable to the
      Borrower or (ii) conflict with, or constitute a default (or an event that with
      notice or lapse of time or both would become a default) under, or give to others
      any rights of termination, amendment, acceleration or cancellation (with or
      without notice, lapse of time or both) of, any agreement, credit facility,
      debt
      or other instrument (evidencing the Borrower's debt or otherwise) or other
      understanding to which the Borrower is a party or by which any property or
      asset
      of the Borrower is bound or affected. If any, all required consents (including,
      without limitation, from stockholders or creditors of the Borrower) necessary
      for the Borrower to enter into and perform its obligations hereunder have been
      obtained.

     

    SECTION
      6.8. No Default or
      Event of Default.  No event has occurred or is continuing which
      constitutes a Default or Event of Default hereunder.

     

    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      VII.

    AFFIRMATIVE
      COVENANTS OF THE BORROWER

     

    Until
      such time as all Obligations shall be indefeasibly paid in full, the Borrower
      covenants and agrees that, unless the Lender shall otherwise consent in
      writing:

     

    SECTION
      7.1.  Compliance
      with Laws, Etc.  The Borrower will comply, in all material
      respects with all applicable Legal Requirements; provided, however, that the
      Borrower will comply in full with any applicable Legal Requirements the failure
      with which to comply could reasonably be expected to have a Material Adverse
      Effect.

     

    SECTION
      7.2.   Reporting and Notice
      Requirements.  The Borrower will furnish to the
      Lender:

     

    (a)     Notice
      of
      Default.  Promptly after any officer of the Borrower knows or
      has reason to know that any Default or Event of Default has occurred, a written
      statement of such officer of the Borrower setting forth the details of such
      Default or Event of Default and the action which the Borrower has taken or
      proposes to take with respect thereto.

     

    (b)     Notification
      of Claim
      against the Collateral.  The Borrower will, immediately upon
      becoming aware thereof, notify the Lender in writing of any setoff, withholdings
      or other defenses to which any of the Collateral, or the Lender’s rights with
      respect to the Collateral, are subject.

     

    SECTION
      7.3.  Use of
      Proceeds. The proceeds of the Advance will be exclusively used by the
      Borrower for (i) general working capital purposes, (ii) to fund the Borrower’s
      operations conducted in the Ordinary Course of Business, and (iii) to pay
      expenses incurred in connection with the Merger Agreement.

     

    SECTION
      7.4.  Taxes and
      Liens.  The Borrower will pay and discharge, or will cause to
      be paid and discharged, promptly all taxes, assessments, and governmental
      charges or levies imposed upon the Borrower or upon the income of any Property
      of the Borrower as well as all claims of any kind (including, without
      limitation, claims for labor, materials, supplies, and rent) which, if unpaid,
      might become a Lien upon any Property of the Borrower, except such taxes,
      assessments, governmental charges or levies contested in good faith by the
      Borrower and which adequate reserves are maintained in accordance with
      GAAP.

     

    SECTION
      7.5.  Maintenance
      of Property.  The Borrower will at all times maintain,
      preserve, protect, and keep, or cause to be maintained, preserved, protected,
      and kept, its Property in good repair, working order, and condition (ordinary
      wear and tear excepted) and consistent with past practice.

     

    SECTION
      7.6.  Right of
      Inspection.  From time to time upon reasonable notice to the
      Borrower, the Borrower will permit any officer or employee of, or agent
      designated by, the Lender to visit and inspect any of the Properties of any
      Loan
      Party, examine such Loan Party’s corporate books or financial records, take
      copies and extracts therefrom, and discuss the affairs, finances, and accounts
      of such Loan Party with its officers, certified public accountants and legal
      counsel, all as often as the Lender may reasonably desire, provided that such
      visits and inspections shall be made only during business hours and so as not
      to
      interfere unreasonably with the business and operations of such Loan
      Party.  All confidential or proprietary information provided to or
      obtained by the Lender under this section or under any other provision of this
      Agreement shall be held in confidence by the Lender in the same manner and
      with
      the same degree of protection as the Lender exercises with respect to its own
      confidential or proprietary information.  For purposes of this
      section, all information provided to the Lender pursuant hereto shall be
      presumed to constitute “confidential and proprietary information” unless (i) the
      Borrower indicates otherwise in writing, (ii) the information was or becomes
      generally available to the public other than as a result of a disclosure in
      violation of this section by the Lender or its representatives, (iii) the
      information was or becomes available to the Lender or its representatives on
      a
      non-confidential basis from a source other than such Loan Party, (iv) the
      information was within the possession of the Lender or any of its
      representatives prior to being furnished by or on behalf of such Loan Party,
      provided that in each case the source of such information was not bound by
      a
      confidentiality agreement known to Lender in respect thereof preventing
      disclosure to the Lender or its representatives or (v) the information is
      independently developed by the Lender (but only if it does not contain or
      reflect, and is not based upon, in whole or in part, any information furnished
      hereunder which constitutes “confidential or proprietary
      information”).

     

    
      
        
          
          

        

        
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    SECTION
      7.7.  Insurance.  The
      Borrower will maintain insurance of similar types and coverages as maintained
      on
      the date hereof and consistent with past practice with financially sound and
      reputable insurance companies and associations acceptable to the Lender based
      on
      the Lender’s reasonable judgment (or as to workers’ compensation or similar
      insurance, in an insurance fund or by self-insurance authorized by the
      jurisdiction in which its operations are carried on).

     

    SECTION
      7.8.  Notice of
      Litigation.  The Borrower will promptly notify Lender in
      writing of any litigation, legal proceeding or dispute, other than disputes
      in
      the ordinary course of business or, whether or not in the ordinary course of
      business, involving amounts in excess of $25,000, and any investigation of
      the
      Borrower by any Governmental Authority, which could reasonably be expected
      to
      adversely affect the Borrower or any Loan Party whether or not fully covered
      by
      insurance, and regardless of the subject matter thereof.

     

    SECTION
      7.9.  Maintenance
      of Office.  The Borrower will maintain its chief executive
      office at 11781 Lone Peak Parkway, Suite 270, Draper, Utah 84020, or at such
      other place in the United States of America as it shall designate upon written
      notice to the Lender, where notices, presentations and demands to or upon the
      Borrower in respect of the Loan Documents to which it is a party may be given
      or
      made.  The Borrower shall notify the Lender in writing of its intent
      to relocate any of its Property at least ten Business Days prior to the date
      of
      such proposed relocation, specifying the Property to be relocated and the
      location to which it will be relocated.

     

    SECTION
      7.10. Existence.  The
      Borrower will, and will cause each Loan Party to preserve and maintain its
      legal
      existence and all of its material rights, privileges, licenses, contracts and
      Property and assets used or useful to its business.

     

    
      
        
          
          

        

        
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    SECTION
      7.11.  Financial
      Statements.  Borrower shall furnish Lender within one hundred
      and five (105) days after the end of each fiscal year of Borrower, financial
      statements of Borrower and its Subsidiaries on a consolidated basis including,
      but not limited to, statements of income and stockholders’ equity and cash flow
      from the beginning of the current fiscal year to the end of such fiscal year
      and
      the balance sheet as at the end of such fiscal year, all prepared in accordance
      with GAAP applied on a basis consistent with prior practices, and in reasonable
      detail and reported upon without qualification by the Borrower’ public
      accountants.  Buyer’s annual financial statements required hereunder
      shall be accompanied by a certificate of Borrower’s Chief Financial Officer
      which shall state that, based on an examination sufficient to permit him to
      make
      an informed statement, no Default or Event of Default exists, or, if such is
      not
      the case, specifying such Default or Event of Default, its nature, when it
      occurred, whether it is continuing and the steps being taken by Borrower with
      respect to such event.

     

    In
      addition, Borrower shall furnish Lender within thirty (30) days after the end
      of
      each month, an unaudited balance sheet of Borrower and its Subsidiaries on
      a
      consolidated basis and unaudited statements of income and stockholders’ equity
      and cash flow of Borrower and its Subsidiaries on a consolidated basis
      reflecting results of operations from the beginning of the fiscal year to the
      end of such month and for such month, prepared on a basis consistent with prior
      practices and complete and correct in all material respects, subject to normal
      and recurring year end adjustments that individually and in the aggregate are
      not material to the business of Borrower. Each such balance sheet, statement
      of
      income and stockholders’ equity and statement of cash flow shall set forth a
      comparison of the figures for (w) the current fiscal period and (x) the current
      year-to-date with the figures for (y) the same fiscal period and year-to-date
      period of the immediately preceding fiscal year and (z) the projections for
      such
      fiscal period and year-to-date period.  The monthly financial
      statements shall be accompanied by a certificate of Borrower’ Chief Financial
      Officer, which shall state that, based on an examination sufficient to permit
      him to make an informed statement, no Default or Event of Default exists, or,
      if
      such is not the case, specifying such Default or Event of Default, its nature,
      when it occurred, whether it is continuing and the steps being taken by Borrower
      with respect to such event.

     

    SECTION
      7.12. Further
      Assurances.  The Borrower will cooperate with the Lender and
      execute, and will cause each Loan Party to execute, such further instruments
      and
      documents as the Lender shall reasonably request to carry out to its
      satisfaction the transactions contemplated by this Agreement and the other
      Loan
      Documents.

     

    ARTICLE
      VIII.

    NEGATIVE
      COVENANTS

     

    Until
      such time as all Obligations shall be indefeasibly paid in full, the Borrower
      covenants and agrees that, without the written consent of the
      Lender:

     

    SECTION
      8.1. Impairment of
      Rights.  The Borrower will not undertake, or permit any Loan
      Party to undertake, any action or engage in any transaction or activity the
      intent or reasonably expected consequences of which may be to impair the
      Lender’s rights hereunder.

     

    
      
        
          
          

        

        
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    SECTION
      8.2. Restrictions on
      Debt.  The Borrower and its Subsidiaries will not create,
      incur, assume, guarantee or be or remain liable, contingently or otherwise,
      with
      respect to any Debt other than:

     

    (a)     Debt
      to the Lender arising under any of the Loan Documents;

     

    (b)     liabilities
      of Borrower or its Subsidiaries incurred in the ordinary course of business
      not
      incurred through (i) the borrowing of money, or (ii) the obtaining of
      credit except for credit on an open account basis customarily extended and
      in
      fact extended in connection with normal purchases of goods and
      services;

     

    (c)     outstanding
      liabilities of Borrower as of the date of execution of this Agreement all of
      which are listed on Schedule 8.2 attached hereto;

     

    (d)     Debt
      incurred in the Ordinary Course of Business in respect of taxes, assessments,
      governmental charges or levies and claims for labor, materials and supplies
      to
      the extent that payment therefor shall not at the time be required to be made
      in
      accordance with the provisions of Section 7.4;

     

    (e)     Debt
      in respect of judgments or awards that have been in force for less than the
      applicable period for taking an appeal so long as execution is not levied
      thereunder or in respect of which the Borrower or any its Subsidiaries shall
      at
      the time in good faith be prosecuting an appeal or proceedings for review and
      in
      respect of which a stay of execution shall have been obtained pending such
      appeal or review;

     

    (f)     
      endorsements for collection, deposit or negotiation and warranties of products
      or services, in each case incurred in the ordinary course of business;
      and

     

    (g)     Debt
      owed by the Borrower or its Subsidiaries to trade vendors, in the amount of
      the
      cost to the Loan Party of inventory held on consignment from such trade vendors,
      including, without limitation, in connection with and pursuant to agreements
      with such trade vendors.

     

    SECTION
      8.3. Restrictions on
      Liens.  The Borrower and its Subsidiaries shall not
      (i) create or incur or suffer to be created or incurred or to exist any
      Lien upon any of their respective Property, or upon the income or profits
      therefrom; (ii) transfer any of such Property or the income or profits
      therefrom for the purpose of subjecting the same to the payment of Debt or
      performance of any other obligation in priority to payment of its general
      creditors; (iii) except in the Ordinary Course of Business, acquire, or
      agree or have an option to acquire, any property or assets upon conditional
      sale
      or other title retention or purchase money security agreement, device or
      arrangement; (iv) suffer to exist for a period of more than
      thirty (30) days after the same shall have been incurred any Debt or claim
      or demand against it that if unpaid might by law or upon bankruptcy or
      insolvency, or otherwise, be given any priority whatsoever over its general
      creditors; or (v) except in the Ordinary Course of Business, sell, assign,
      pledge or otherwise transfer any accounts, contract rights, general intangibles,
      chattel paper or instruments, with or without recourse; provided that the
      Borrower and its Subsidiaries may create or incur or suffer to be created or
      incurred or to exist (the “Permitted
      Liens”):

     

    
      
        
          
          

        

        
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    (a)     liens
      to secure taxes, assessments and other government charges in respect of
      obligations not overdue or liens on properties to secure claims for labor,
      material or supplies in respect of obligations not overdue;

     

    (b)    
      deposits or pledges made in connection with, or to secure payment of, workmen’s
      compensation, unemployment insurance, old age pensions or other social security
      obligations;

     

    (c)     liens
      on properties in respect of judgments or awards, the Debt with respect to which
      is permitted by Section 8.2(d);

     

    (d)     encumbrances
      on real estate consisting of easements, rights of way, zoning restrictions,
      restrictions on the use of real property and defects and irregularities in
      the
      title thereto, landlord’s or lessor’s liens under leases to which the Borrower
      or its Subsidiaries is a party, and other minor liens or encumbrances none
      of
      which in the opinion of the Lender interferes materially with the use of the
      Property affected in the ordinary conduct of the business of the such Loan
      Party, which defects do not individually or in the aggregate have a Material
      Adverse Effect on the business of the Borrower and its Subsidiaries,
      individually or on a consolidated basis; and

     

    (e)     purchase
      money security interests incurred in the ordinary course.

     

    SECTION
      8.4. Mergers and
      Acquisitions.  The Borrower and its Subsidiaries will not
      become a party to any merger or consolidation, or agree to or effect any asset
      acquisition or stock acquisition (other than the acquisition of assets in the
      ordinary course of business consistent with past practices) other than the
      Merger, unless such transaction expressly requires the repayment of the Notes
      and any and all outstanding interest and the Notes and all interest thereon
      are
      in fact paid in full at the closing of such transaction.

     

    The
      Borrower and its Subsidiaries will not agree to or effect any asset acquisition,
      except for raw materials and inventory in the Ordinary Course of Business,
      or
      issue additional membership interest, other than pursuant to the Merger
      Agreement, without the prior written consent of the Lender, unless such
      transaction expressly requires the repayment of the Note and any and all
      outstanding interest at the closing of such transaction and the Notes and all
      interest thereon are in fact paid in full at the closing of such transaction.
      The Borrower and its Subsidiaries will not create or form any new Subsidiaries
      without the prior written consent of Lender.

     

    SECTION
      8.5. Issuance of
      Equity Interests.  Except for the Equity
      Interests set
      forth in  Section 
      3.3  of
      the Sequoia Disclosure Schedule to the Merger Agreement,
      the Borrower
      and its Subsidiaries will not issue any Equity Interests, as the case may be,
      including, without limitation, any issuance of warrants, options or subscription
      or conversion rights (other than under any existing employee compensation
      scheme), unless (i) the Borrower or its Subsidiaries receives solely cash
      proceeds from each such issuance, (ii) the net proceeds from such issuance
      are applied in accordance with Section 3.2 hereof and (iii) no Default
      or Event of Default has occurred and is continuing at the time any such issuance
      is consummated and none would exist (whether or not after the expiration of
      time
      or giving of notice or both) after giving effect thereto.  The parties
      agree that any proceeds received by Borrower pursuant to the exercise of Equity
      Interests set forth in Section 
      3.3  of the
      Sequoia
      Disclosure Schedule  to 
      the Merger Agreement, need not be
      applied in accordance with Section 3.2 and may be retained by Borrower for
      use
      in its operations.

     

    
      
        
          
          

        

        
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    ARTICLE
      IX.

    EVENTS
      OF
      DEFAULT

     

    SECTION
      9.1. Events of
      Default.  If any of the following events (“Events of
      Default”)
      shall occur and shall not have been cured within one calendar day (in the case
      of monetary defaults) or 7 calendar days (in the case of all other defaults)
      unless a shorter period of time is specified below:

     

    (a)     the
      Borrower shall fail to pay principal of or interest on the Notes or other
      amounts due under the Notes or this Agreement or any other Loan Document, when
      the same becomes due and payable; or

     

    (b)     any
      representation or warranty made any Loan Party (or any of its officers) under
      or
      in connection with any Loan Document shall prove to have been untrue or
      incorrect in any material respects, when made or deemed made; or

     

    (c)     any
      Loan Party shall fail to perform or observe any term, covenant or agreement
      contained herein or in any other Loan Document within 15 days after a senior
      officer has knowledge thereof or receives notice thereof, written notice from
      the Lender to cure same, whichever is sooner; or

     

    (d)     any
      Loan Party shall fail to pay any principal of, or premium or interest on, any
      Debt in excess of $25,000 when the same becomes due and payable (whether by
      scheduled maturity, required prepayment, acceleration, demand or otherwise)
      unless being contested in good faith, and such failure shall continue after
      the
      applicable grace period, if any, specified in the agreement or instrument
      relating to such Debt; or any other event constituting a default (however
      defined) shall occur or condition shall exist under any agreement or instrument
      relating to any such Debt and shall continue after the applicable grace period,
      if any, specified in such agreement or instrument, which would give rise to
      a
      right to accelerate such Debt; or

     

    (e)     the
      Borrower fails to use the proceeds from the Advance in accordance with the
      stated use therefor as contemplated by Section 7.3; or

     

    (f)     any
      Loan Party is enjoined, restrained or in any way prevented by any Governmental
      Authority from conducting any material part of its business; any Loan Party
      suffers the loss, revocation or termination of any material license, permit,
      lease or agreement necessary to its business; there is a cessation of any
      material part of an Loan Party's business for a material period of time; any
      material Collateral or Property of an Loan Party is taken or impaired through
      condemnation; any Loan Party agrees to or commences any liquidation, dissolution
      or winding up of its affairs; or any Loan Party ceases to be
      Solvent;

     

    
      
        
          
          

        

        
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    (g)     any
      Insolvency Proceeding is commenced by any Loan Party; an Insolvency Proceeding
      is commenced against any Loan Party and: such Loan Party consents to the
      institution of the proceeding against it, the petition commencing the proceeding
      is not timely controverted by such Loan Party, such petition is not dismissed
      within 30 days after its filing, or an order for relief is entered in the
      proceeding; a trustee (including an interim trustee) is appointed to take
      possession of any substantial Property of or to operate any of the business
      of
      any Loan Party; or any Loan Party makes an offer of settlement, extension or
      composition to its unsecured creditors generally;

     

    (h)     the
      Borrower shall attempt to liquidate or dissolve itself, without the prior
      written consent of the Lender; or

     

    (i)     
      there shall occur any Change of Control.

     

    then,
      and
      in any such event, Lender (after providing the notice and opportunity to cure
      set forth in the first clause of this Section) may, by notice to the Borrower,
      declare the principal amount of the Note, all interest thereon and all other
      Obligations or amounts payable under this Agreement or any other Loan Document
      to be forthwith due and payable, whereupon the Note, all such interest and
      all
      such amounts shall become and be forthwith due and payable, without presentment,
      demand, protest or further notice of any kind, all of which are hereby expressly
      waived by the Borrower and all interest on and principal of all other Debt
      owed
      by the Borrower to the Lender shall likewise become and be forthwith due and
      payable without presentment, demand, protest or further notice of any kind,
      all
      of which are hereby expressly waived by the Borrower; provided however,
      that in the case of any Default pursuant to Subsections (g), and (j) of this
      Section 9.1, all such interest and all such amounts shall automatically become
      and be due and payable, without presentment, demand, protest, right to cure
      or
      any notice of any kind, all of which are hereby expressly waived by the
      Borrower.

     

    SECTION
      9.2. Remedies.  Upon
      the occurrence and during the continuance of an Event of Default:

     

    (a)     Lender
      may exercise in respect of the Collateral, in addition to other rights and
      remedies provided for herein, in the other Loan Documents, or otherwise
      available to it, all the rights and remedies of a secured party on default
      under
      the UCC or any other applicable law. Without limiting the generality of the
      foregoing, Borrower expressly agrees that, in any such event, Lender without
      demand of performance or other demand, advertisement or notice of any kind
      (except a notice specified below of time and place of public or private sale)
      to
      or upon Borrower or any other Person (all and each of which demands,
      advertisements and notices are hereby expressly waived to the maximum extent
      permitted by the UCC or any other applicable law), may take immediate possession
      of all or any portion of the Collateral and (i) require Borrower to, and
      Borrower hereby agrees that it will at its own expense and upon request of
      Lender forthwith, assemble all or part of the Collateral as directed by Lender
      and make it available to Lender at one or more locations where Borrower
      regularly maintains inventory, and (ii) without notice except as specified
      below, sell the Collateral or any part thereof in one or more parcels at public
      or private sale, at any of Lender’s offices or elsewhere, for cash, on credit,
      and upon such other terms and at such prices as Lender may deem commercially
      reasonable.  Borrower agrees that, to the extent notice of sale shall
      be required by law, at least 10 days notice to Borrower of the time and place
      of
      any public sale or the time after which any private sale is to be made shall
      constitute reasonable notification and specifically such notice shall constitute
      a reasonable “authenticated notification of disposition” within the meaning of
      Section 9-611 of the UCC.  Lender shall not be obligated to make any
      sale of Collateral regardless of notice of sale having been
      given.  Lender may adjourn any public or private sale from time to
      time by announcement at the time and place fixed therefor, and such sale may,
      without further notice, be made at the time and place to which it was so
      adjourned.

     

    
      
        
          
          

        

        
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    (b)     Lender
      is hereby granted an irrevocable license or other right to use, without
      liability for royalties or any other charge, Borrower’s labels, patents,
      copyrights, rights of use of any name, trade secrets, trade names, trademarks,
      service marks and advertising matter, URLs, domain names, industrial designs,
      other industrial or intellectual property or any property of a similar nature,
      whether owned by any Borrower or with respect to which any Borrower has rights
      under license, sublicense, or other agreements, as it pertains to the
      Collateral, in preparing for sale, advertising for sale and selling any
      Collateral, and Borrower’s rights under all licenses and all franchise
      agreements shall inure to the benefit of Lender.

     

    (c)     Any
      cash held by Lender as Collateral and all cash proceeds received by Lender
      in
      respect of any sale of, collection from, or other realization upon all or any
      part of the Collateral shall be applied against the Obligations in the order
      set
      forth in the Credit Agreement. In the event the proceeds of Collateral are
      insufficient to satisfy all of the Obligations in full, Borrower shall remain
      jointly and severally liable for any such deficiency.

     

    (d)     Borrower
      hereby acknowledges that the Obligations arose out of a commercial transaction,
      and agrees that if an Event of Default shall occur Lender shall have the right
      to an immediate writ of possession without notice of a hearing. Lender shall
      have the right to the appointment of a receiver for the properties and assets
      of
      Borrower, and Borrower hereby consents to such rights and such appointment
      and
      hereby waives any objection Borrower may have thereto or the right to have
      a
      bond or other security posted by Lender.

     

    SECTION
      9.3. Remedies
      Cumulative.  Each right, power, and remedy of Lender as
      provided for in this Agreement or in the other Loan Documents or now or
      hereafter existing at law or in equity or by statute or otherwise shall be
      cumulative and concurrent and shall be in addition to every other right, power,
      or remedy provided for in this Agreement or in the other Loan Documents or
      now
      or hereafter existing at law or in equity or by statute or otherwise, and the
      exercise or beginning of the exercise by Lender, of any one or more of such
      rights, powers, or remedies shall not preclude the simultaneous or later
      exercise by Lender of any or all such other rights, powers, or
      remedies.

     

    
      
        
          
          

        

        
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    SECTION
      9.4. Marshaling.  Lender
      shall not be required to marshal any present or future collateral security
      (including but not limited to 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, and all of
      its
      rights and remedies hereunder and in respect of such collateral security and
      other assurances of payment shall be cumulative and in addition to all other
      rights and remedies, however existing or arising.  To the extent that
      it lawfully may, 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 Lender’s rights and remedies 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, Borrower hereby irrevocably waives the benefits of all such
      laws.

     

    ARTICLE
      X.

    MISCELLANEOUS

     

    SECTION
      10.1. Survival of
      Representations and Warranties.  All representations and
      warranties in each Loan Document shall survive the delivery of the Notes and
      the
      making of the Advance, and shall continue after the repayment of the Notes
      and
      the Maturity Date until all Obligations are indefeasibly paid in full, and
      any
      investigation at any time made by or on behalf of the Lender shall not diminish
      the Lender’s right to rely thereon.

     

    SECTION
      10.2. Amendments,
      Etc.  No amendment or waiver of any provision of this Agreement
      or the Note, or any other Loan Document, nor consent by Lender to any departure
      by the Borrower therefrom, shall in any event be effective unless the same
      shall
      be in writing and signed by the Lender, and then such waiver or consent shall
      be
      effective only in the specific instance and for the specific purpose for which
      given.

     

    SECTION
      10.3. Notices,
      Etc.  All notices and other communications provided for
      hereunder shall be in writing (including by telex or telefacsimile transmission)
      and shall be effective when actually delivered, or in the case of telex notice,
      when sent, answerback received, or in the case of telefacsimile transmission,
      when received and telephonically confirmed, addressed as follows:  if
      to Borrower or any other Loan Party, to Sequoia Media Group, LC at its address
      at 11781 Lone Peak Parkway, Suite 270, Draper, Utah 84020,
      Attention:  Edward B. Paulsen, Facsimile Number: (801) 495-5701; if to
      the Lender, at its address at 2900 Wilcrest Drive, Suite 105, Houston, Texas
      77042, Attention:  Chief Executive Officer, Facsimile Number: (713)
      895- 7773 ; or as to the Borrower or the Lender at such other address as shall
      be designated by such party in a written notice to the other
      parties.

     

    SECTION
      10.4. No Waiver;
      Remedies.  No failure on the part of the Lender to exercise,
      and no delay in exercising, any right under any Loan Document shall operate
      as a
      waiver thereof; nor shall any single or partial exercise of any such right
      preclude any other or further exercise thereof or the exercise of any other
      right.  The remedies herein provided are cumulative and not exclusive
      of any remedies provided by law.

     

    
      
        
          
          

        

        
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    SECTION
      10.5. Expenses and
      Attorneys’ Fees.  Whether or not the transactions contemplated
      hereby shall be consummated, each Loan Party agrees to promptly pay all fees,
      costs and expenses incurred in connection with any matters contemplated by
      or
      arising out of this Agreement or the other Loan Documents including the
      following, and all such fees, costs and expenses shall be part of the
      Obligations, payable on demand and secured by the Collateral: (a) fees, costs
      and expenses incurred by Lender (including reasonable attorneys’ fees and
      expenses and fees of consultants, accountants and other professionals retained
      by Lender) incurred in connection with the examination, review, due diligence
      investigation, documentation and closing of the financing arrangements evidenced
      by the Loan Documents; (b) fees, costs and expenses incurred by Lender
      (including reasonable attorneys’ fees and expenses, the allocated costs of
      Lender’s internal legal staff and fees of environmental consultants, accountants
      and other professionals retained by Lender) incurred in connection with the
      review, negotiation, preparation, documentation, execution, syndication and
      administration of the Loan Documents, the Loans, and any amendments, waivers,
      consents, forbearances and other modifications relating thereto or any
      subordination or intercreditor agreements, including reasonable documentation
      charges assessed by Lender for amendments, waivers, consents and any other
      documentation prepared by Lender’s internal legal staff; (c) fees, costs and
      expenses (including reasonable attorneys’ fees) incurred on behalf of Lender in
      creating, perfecting and maintaining perfection of Liens in favor of Lender;
      (d)
      fees, costs and expenses incurred by Lender in connection with forwarding to
      Borrower the proceeds of Loans including Lender’s bank’s standard wire transfer
      fee; (e) fees, costs, expenses and bank charges, including bank charges for
      returned checks, incurred by Lender in establishing, maintaining and handling
      lock box accounts, blocked accounts or other accounts for collection of the
      Collateral; and (f) fees, costs, expenses (including reasonable attorneys’ fees
      and allocated costs of internal legal staff) of Lender and costs of settlement
      incurred in collecting upon or enforcing rights against the Collateral or
      incurred in any action to enforce this Agreement or the other Loan Documents
      or
      to collect any payments due from the Borrower or any other Loan Party under
      this
      Agreement or any other Loan Document or incurred in connection with any
      refinancing or restructuring of the credit arrangements provided under this
      Agreement, whether in the nature of a “workout” or in connection with any
      insolvency or bankruptcy proceedings or otherwise.

     

    SECTION
      10.6. Indemnity.  In
      addition to the payment of expenses pursuant to Section 10.5, whether or not
      the
      transactions contemplated hereby shall be consummated, each Loan Party agrees
      to
      indemnify, pay and hold Lender, and the officers, directors, and employees
      of,
      or consultants, auditors and other persons engaged by Lender, to evaluate or
      monitor the Collateral, affiliates and attorneys of Lender and such holders
      (collectively called the “Indemnitees”)
      harmless from and against any and all liabilities, obligations, losses, damages,
      penalties, actions, judgments, suits, claims, costs, expenses and
      disburse­ments of any kind or nature whatsoever (including the fees and
      disbursements of counsel for such Indemnitees in connection with any
      investigative, administrative or judicial proceeding commenced or threatened,
      whether or not such Indemnitee shall be designated a party thereto) that may
      be
      imposed on, incurred by, or asserted against that Indemnitee, in any manner
      relating to or arising out of this Agreement or the other Loan Documents, the
      consummation of the transactions contemplated by this Agreement, the statements
      contained in the commitment letters, if any, delivered by Lender, and the
      Lender’s agreement to make the Loans hereunder, the use or intended use of the
      proceeds of any of the Loans or the exercise of any right or remedy hereunder
      or
      under the other Loan Documents (the “Indemnified
      Liabilities”); provided that no Loan Party shall have any obligation to
      an Indemnitee hereunder with respect to Indemnified Liabilities arising from
      the
      gross negligence or willful misconduct of that Indemnitee as determined by
      a
      final non-appealable judgment by a court of competent jurisdiction.

     

    
      
        
          
          

        

        
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    SECTION
      10.7. Right of
      Set-off.  Upon the occurrence and during the continuance of any
      Event of Default, the Lender is hereby authorized at any time and from time
      to
      time, to the fullest extent permitted by law, to set off and apply any and
      all
      deposits (general or special, time or demand, provisional or final) at any
      time
      held and other Debt at any time owing by the Lender to or for the credit or
      the
      account of the Borrower against any and all of the obligations of the Borrower
      now or hereafter existing under any Loan Document, whether or not the Lender
      shall have made any demand under the Notes and although such obligations may
      be
      unmatured.  Lender agrees promptly to notify Borrower after any such
      set-off and application made by such Lender, provided that the failure to give
      such notice shall not affect the validity of such set-off and
      application.  The rights of the Lender under this Section are in
      addition to other rights and remedies (including, without limitation, other
      rights of set-off) which such the Lender may have.

     

    SECTION
      10.8. Binding
      Effect.  This Agreement shall become effective when it shall
      have been executed by the Borrower and the Lender and thereafter shall be
      binding upon and inure to the benefit of the Borrower, the Lender and their
      respective successors and assigns, except that neither the Borrower nor the
      Lender (except as provided in Section 10.9) shall have the right to assign
      its
      rights hereunder or any interest herein without the prior written consent of
      the
      other.

     

    SECTION
      10.9. Assignments and
      Participations.  The Lender may assign all or a portion of its
      rights and obligations under this Agreement (including, without limitation,
      all
      or a portion of the Notes held by it), whether pursuant to a sale of
      participations or otherwise.

     

    SECTION
      10.10. Limitation on
      Agreements.  All agreements between the Borrower or the Lender,
      whether now existing or hereafter arising and whether written or oral, are
      hereby expressly limited so that in no contingency or event whatsoever, whether
      by reason of demand being made in respect of an amount due under any Loan
      Document or otherwise, shall the amount paid, or agreed to be paid, to the
      Lender for the use, forbearance, or detention of the money to be loaned under
      the Notes or any other Loan Document or otherwise or for the payment or
      performance of any covenant or obligation contained herein or in any other
      Loan
      Document exceed the Highest Lawful Rate.  If, as a result of any
      circumstance whatsoever, fulfillment of or compliance with any provision hereof
      or of any of such Loan Documents at the time performance of such provision
      shall
      be due or at any other time shall involve exceeding the amount permitted to
      be
      contracted for, taken, reserved, charged or received by the Lender under
      applicable usury law, then, ipso facto, the obligation to be fulfilled or
      complied with shall be reduced to the limit prescribed by such applicable usury
      law, and if, from any such circumstance, the Lender shall ever receive interest
      or anything which might be deemed interest under applicable law which would
      exceed the Highest Lawful Rate, such amount which would be excessive interest
      shall be applied, in the Lender’s sole discretion, to the reduction of the
      principal amount owing on account of the Notes or the amounts owing on other
      Obligations of the Loan Parties to the Lender under any Loan Document and not
      to
      the payment of interest, or if such excessive interest exceeds the unpaid
      principal balance of the Notes and the amounts owing on other Obligations of
      the
      Borrower to the Lender under any Loan Document, as the case may be, such excess
      shall be refunded to the Borrower.  All sums paid or agreed to be paid
      to the Lender for the use, forbearance, or detention of the indebtedness of
      the
      Borrower to the Lender shall, to the extent permitted by applicable law, be
      amortized, prorated, allocated, and spread throughout the full term of such
      indebtedness until payment in full of the principal (including the period of
      any
      renewal or extension thereof) so that the interest on account of such
      indebtedness shall not exceed the Highest Lawful
      Rate.  Notwithstanding anything to the contrary contained in any Loan
      Document, it is understood and agreed that if at any time the rate of interest
      which accrues on the outstanding principal balance of the Notes shall exceed
      the
      Highest Lawful Rate, the rate of interest which accrues on the outstanding
      principal balance of the Notes shall be limited to the Highest Lawful Rate,
      but
      any subsequent reductions in the rate of interest which accrues on the
      outstanding principal balance of the Notes shall not reduce the rate of interest
      which accrues on the outstanding principal balance of such Notes below the
      Highest Lawful Rate until the total amount of interest accrued on the
      outstanding principal balance of the Notes, taken in the aggregate, equals
      the
      amount of interest which would have accrued if such interest rate had at all
      times been in effect and not been reduced.  In the event that any rate
      of interest under the Notes or any Loan Document is reduced due to the effect
      of
      this Section 10.10 and there is a subsequent increase in the Highest Lawful
      Rate, such interest rate shall, automatically without any action of the Borrower
      or Lender, be increased to the then applicable Highest Lawful
      Rate.  The terms and provisions of this Section 10.10 shall control
      and supersede every other provision of all Loan Documents.

     

    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

     

    SECTION
      10.11. Severability.  In
      case any one or more of the provisions contained in any Loan Document to which
      the Borrower is a party or in any instrument contemplated thereby, or any
      application thereof, shall be invalid, illegal, or unenforceable in any respect,
      the validity, legality, and enforceability of the remaining provisions contained
      therein, and any other application thereof, shall not in any way be affected
      or
      impaired thereby.

     

    SECTION
      10.12. Governing
      Law.  This Agreement and the Notes shall be governed by, and
      construed in accordance with, the laws of the State of New York applicable
      to
      contracts made and to be performed entirely within such state.

     

    SECTION
      10.13. SUBMISSION TO
      JURISDICTION; WAIVERS.  THE BORROWER AND THE LENDER IRREVOCABLY
      AND UNCONDITIONALLY:

     

    (a)     SUBMITS
      FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
      AGREEMENT OR ANY OTHER LOAN DOCUMENT OR FOR RECOGNITION AND ENFORCEMENT OF
      ANY
      JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE
      COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA
      FOR
      THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY
      THEREOF;

     

    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

     

    (b)     WAIVES
      ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION
      OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH PROCEEDING WAS BROUGHT IN AN
      INCONVENIENT FORUM AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

     

    (c)     AGREES
      THAT SERVICE OF PROCESS IN ANY SUCH LEGAL ACTION OR PROCEEDING MAY BE EFFECTED
      BY MAILING OF A COPY THEREOF (BY REGISTERED OR CERTIFIED MAIL OR ANY
      SUBSTANTIALLY SIMILAR FORM OF MAIL POSTAGE PREPAID) TO THE ADDRESS SET FORTH
      IN
      SECTION 10.3 HEREOF OR AT SUCH OTHER ADDRESS OF WHICH THE OTHER PARTIES HERETO
      SHALL HAVE BEEN NOTIFIED IN WRITING PURSUANT TO SECTION 10.3.

     

    (d)     THE
      BORROWER AND THE LENDER EACH WAIVES ITS RIGHT TO JURY TRIAL WITH RESPECT TO
      ANY
      LEGAL ACTION ARISING UNDER THIS AGREEMENT.

     

    SECTION
      10.14.  Reserved.

     

    SECTION
      10.15. Execution in
      Counterparts.  This Agreement may be executed in any number of
      counterparts and by facsimile, each of which when so executed shall be deemed
      to
      be an original and all of which taken together shall constitute one and the
      same
      agreement.

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their respective officers thereunto duly authorized, as of the date first above
      written.

     

    
      	 	
              SEQUOIA
                MEDIA GROUP, LC

            
	 	 
	 	
              By:  
                

            	
              
                /S/
                  Edward B. Paulsen

              

            
	 	 	
              Name:   

            	
              Edward
                B. Paulsen

            
	 	 	
              Title:

            	
              Secretary/Treasurer/CEO

            
	 	 
	 	 
	 	
              SECURE
                ALLIANCE HOLDINGS CORPORATION

            
	 	 
	 	
              By:  
                

            	
              
                /S/
                  Stephen P. Griggs

              

            
	 	 	
              Name:  
                

            	
              Stephen
                P. Griggs

            
	 	 	
              Title:

            	
               President

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SECURED
      NOTE

     

    
      	
              $1,000,000

            	
              __________,
                2007

            


    

     

    FOR
      VALUE
      RECEIVED, the undersigned (the “Borrower”), HEREBY
      PROMISES TO PAY to the order of Secure Alliance Holdings Corporation (the “Lender”), on or
      before the Maturity Date (as such term is defined in the Loan Agreement), the
      principal sum of One Million and No/100 Dollars ($1,000,000.00) in accordance
      with the terms and provisions of that certain Loan and Security Agreement dated
      as of ________, 2007 by and between the Borrower and the Lender (as same may
      be
      amended, modified, increased, supplemented and/or restated from time to time,
      the “Loan
      Agreement”; capitalized terms used herein and not otherwise defined
      herein shall have the meanings ascribed to such terms in the Loan
      Agreement).

     

    The
      outstanding principal balance of this Note, together with all accrued and unpaid
      interest thereon, shall be due and payable on the Maturity Date.  The
      Borrower promise to pay interest on the unpaid principal balance of this Note
      from the Issue Date until the principal balance thereof is paid in
      full.  Interest shall accrue on the outstanding principal balance of
      this Note from and including the Issue Date to and including the Maturity Date
      at the rate or rates, and shall be due and payable on the dates and paid in
      accordance with the terms and conditions, set forth in the Loan
      Agreement.

     

    Payments
      of principal and interest, and all Fees, and amounts due with respect to costs
      and expenses pursuant to the Loan Agreement, shall be made in lawful money
      of
      the United States of America in immediately available funds, without deduction,
      set-off or counterclaim to the Lender to the account maintained by the Lender
      not later than 11:59 a.m. (New York time) on the dates on which such payments
      shall become due pursuant to the terms and provisions set forth in the Loan
      Agreement.  Interest due under the Note shall be payable monthly in
      arrears on the first day of each succeeding month, commencing one month from
      the
      Issue Date, at the Interest Rate, in cash. All interest payable on the Maturity
      Date shall be paid in cash.  Lender is hereby authorized by Borrower
      to enter and record on the schedule attached hereto the amount outstanding
      from
      time to time under this Note and each payment and prepayment of principal
      thereon without any further authorization on the part of Borrower.

     

    After
      the
      occurrence and during the continuance of an Event of Default, interest shall
      be
      payable at the Default Rate.

     

    At
      its
      option, Borrower may make prepayments of principal hereof without penalty,
      in
      whole or in part, at any time, provided that on the date of each such prepayment
      Borrower shall pay all then accrued and unpaid interest on the principal amount
      hereof.  The Obligations of the Borrower under this Note and any
      additional note issued hereunder are secured by the Liens and security interests
      granted pursuant to the Loan Agreement and the other Loan Documents and are
      entitled to the benefit of the Loan Agreement and the other Loan Documents,
      and
      are subject to all of the agreements, terms and conditions therein
      combined.

     

    If
      any
      payment of principal or cash interest on this Note shall become due on a day
      that is not a Business Day, such payment shall be made on the next succeeding
      Business Day and such extension of time shall in such case be included in
      computing cash interest in connection with such payment.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    This
      Note
      is the Note provided for in, and is entitled to the benefits of the Loan and
      Security Agreement, which, among other things, contain provisions for
      acceleration of the maturity hereof upon the happening of certain stated events,
      for prepayments on account of principal hereof prior to the maturity hereof
      upon
      the terms and conditions and with the effect therein specified, and provisions
      to the effect that no provision of the Loan Agreement or this Note shall require
      the payment or permit the collection of interest in excess of the Highest Lawful
      Rate.

     

    The
      Borrower and any and all endorsers, guarantors and sureties severally waive
      grace, demand, presentment for payment, notice of dishonor or default, protest,
      notice of protest, notice of intent to accelerate, notice of acceleration and
      diligence in collecting and bringing of suit against any party hereto, and
      agree
      to all renewals, extensions or partial payments hereon and to any release or
      substitution of security hereof, in whole or in part, with or without notice,
      before or after maturity.

     

    THIS
      NOTE
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH
      STATE.

     

    IN
      WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and
      delivered effective as of the date first above written.

     

    


    
      	 	
              SEQUOIA
                MEDIA GROUP, LC

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      TO NOTE

     

    
      	
              Borrower:  Sequoia
                Media Group, LC

            	
              Date
                of Note:  _______, 2007

            


    

     

     

    
      	
              DATE

            	
              AMOUNT
                OF INTEREST

            	
              PRINCIPAL
                PAYMENTS

            	
              UNPAID
                PRINCIPAL BALANCE OF NOTE

            	
              NAME
                OF PERSON MAKING NOTATION