EXHIBIT 10.25


                           REVOLVING CREDIT AGREEMENT

This Revolving Credit Agreement (the "AGREEMENT") is made and entered into by
and between the undersigned borrower (the "BORROWER")and the undersigned bank
(the "BANK") as of the date set forth on the last page of this Agreement.

                                ARTICLE I. LOANS

1.1 REVOLVING CREDIT LOANS. From time to time prior to FEBRUARY 24, 2005 (the
"MATURITY DATE") or the earlier termination hereof, the Borrower may borrow from
the Bank for working capital purposes up to the aggregate principal amount
outstanding at any one time of the lesser of (i) $ 200,000.00 (the "LOAN
AMOUNT"), less letters of credit issued by the Bank, or (ii) if applicable, the
BORROWING BASE (defined below). All revolving loans hereunder will be evidenced
by a single promissory note of the Borrower payable to the order of the Bank in
the principal amount of the Loan Amount (the "NOTE"). Although the Note will be
expressed to be payable in the full Loan Amount, the Borrower will be obligated
to pay only the amounts actually disbursed hereunder, together with accrued
interest on the outstanding balance at the rates and on the dates specified
therein and such other charges provided for herein. In the event that the
principal amount outstanding under the Note exceeds the Borrowing Base at any
time, the Borrower will immediately, without request, prepay an amount
sufficient to eliminate such excess.

1.2 BORROWING BASE. The Borrowing Base will be an amount equal to the sum of
(i) 70.00% of the face amount of Eligible Accounts, and (ii) the lesser of $ N/A
or 50.00% of the Borrower's cost of Eligible Inventory, as such cost may be
diminished as a result of any event causing loss or depreciation in value of
Eligible Inventory less (iii) the current outstanding loan balance on note(s) in
the original amount(s) of $ N/A , and less (iv) undrawn amounts of outstanding
letters of credit issued by Bank or any affiliate thereof. The Borrower will
provide the Bank with information regarding the Borrowing Base in such form and
at such times as the Bank may request. The terms used in this Section 1.2 will
have the meanings set forth in a supplement entitled "Financial Definitions," a
copy of which the Borrower acknowledges having received with this Agreement and
which is incorporated herein by reference.

1.3 ADVANCES AFTER MATURITY OR IN EXCESS OF MAXIMUM LOAN AMOUNT. The Bank shall
have no obligation whatsoever, and the Bank has no present intention, to make
any advance after the Maturity Date or which would cause the principal amount
outstanding under this Agreement to exceed the maximum loan amount or any other
limitations on advances stated in this Agreement. Notwithstanding the foregoing,
the Bank may from time to time, in its sole and absolute discretion, agree to
make an advance after the Maturity Date or which would cause the principal
amount of advances outstanding under this Agreement to exceed the maximum loan
amount or any of the other limitations on advances. The Borrower is and shall be
and remain unconditionally liable to the Bank for the amount of all advances,
including, without limitation, advances in excess of the maximum loan amount or
any other limitation on advances and advances made after the Maturity Date.
Immediately upon the Bank's demand, the Borrower shall pay to the Bank the
amount of any advances made after the Maturity Date or in excess of the maximum
loan amount or any other limitation on advances contained in this Agreement,
together with interest on the principal amount of such excess advances, for so
long as such advances are outstanding, at the highest interest rate from time to
time in effect for such advances. Any such advances shall not be deemed an
extension of this Agreement nor an increase in the maximum loan amount available
for borrowing under this Agreement.

1.4 ADVANCES AND PAYING PROCEDURE. The Bank is authorized and directed to credit
any of the Borrower's accounts with the Bank (or to the account the Borrower
designates in writing) for all loans made hereunder, and the Bank is authorized
to debit such account or any other account of the Borrower with the Bank for the
amount of any principal, interest or expenses due under the Note or other amount
due hereunder on the due date with respect thereto. If, upon any request by the
Borrower to the Bank to issue a wire transfer, there is an inconsistency between
the name of the recipient of the wire and its identification number as specified
by the Borrower, the Bank may, without liability, transmit the payment via wire
based solely upon the Identification number.

1.5 CLOSING FEE. The Borrower will pay the Bank a one-time closing fee of $ N/A
contemporaneously with execution of this Agreement. This fee is in addition to
all other fees, expenses and other amounts due hereunder.

1.6 LOAN FACILITY FEE. The Borrower will pay a loan facility fee equal to:

        |_|       n/a       per annum, payable annually in advance; (or)
             --------------

        |_|       n/a       % per annum of the Loan Amount, payable annually in
             -------------- advance; (or)

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        |_|       n/a       % per annum of the  difference  between the Loan
             -------------- Amount and the actual daily unpaid principal amount
             of the Note outstanding from time to time, payable quarterly, in
             arrears, on the last business day of each third calendar month,
             and at maturity; (or)

        |_|       n/a       % per annum of the actual daily unpaid principal
             -------------- amount of the Note outstanding from time to time,
             payable quarterly, in arrears, on the last business day of each
             third calendar month, and at maturity.

The loan facility fee is payable for the entire period that this Agreement is in
effect, regardless of whether any amounts are outstanding hereunder at any given
time.

1.7 EXPENSES AND ATTORNEYS' FEES. Upon demand, the Borrower will immediately
reimburse the Bank and any Participant (defined below) for all attorneys' fees
and all other costs, fees and out-of-pocket disbursements incurred by the Bank
or any Participant in connection with the preparation, execution, delivery,
administration, defense and enforcement of this Agreement or any of the other
Loan Documents (defined below), including attorneys' fees and all other costs
and fees (a) incurred before or after commencement of litigation or at trial, on
appeal or in any other proceeding, (b) incurred in any bankruptcy proceeding and
(c) related to any waivers or amendments with respect thereto (examples of costs
and fees include but are not limited to fees and costs for: filing, perfecting
or confirming the priority of the Bank's lien, title searches or insurance,
appraisals, environmental audits and other reviews related to the Borrower, any
collateral or the loans, if requested by the Bank). The Borrower will also
reimburse the Bank and any Participant for all costs of collection, including
all attorneys' fees, before and after judgment, and the costs of preservation
and/or liquidation of any collateral.

1.8 COMPENSATING BALANCES. The Borrower will maintain on deposit with the Bank
in non-interest bearing accounts average daily collected balances, in excess of
that required to support account activity and other credit facilities extended
to the Borrower by the Bank, an amount at least equal to the sum of (i) $ N/A
and (ii) N/A % of the Loan Amount as computed on a monthly basis. If the
Borrower fails to keep and maintain such balances, it will pay a deficiency fee,
payable within five days after receipt of a statement therefor calculated on the
amount by which the Borrower's average daily balances are less than the
requirements set forth above, computed at a rate equal to the rate set forth in
the Note.

1.9 CONDITIONS BORROWING. The Bank will not be obligated to make (or continue to
make) advances hereunder unless (i) the Bank has received executed originals of
the Note and all other documents or agreements applicable to the loans described
herein, including but not limited to the documents specified in Article III
(collectively with this Agreement the "LOAN DOCUMENTS"), in form and content
satisfactory to the Bank: (ii) If the loan is secured, the Bank has received
confirmation satisfactory to it that the Bank has a properly perfected security
interest, mortgage or lien, with the proper priority; (iii) the Bank has
received certified copies of the Borrower's governance documents and
certification of entity status satisfactory to the Bank and all other relevant
documents; (iv) the Bank has received a certified copy of a resolution or
authorization in form and content satisfactory to the Bank authorizing the loan
and all acts contemplated by this Agreement and all related documents, and
confirmation of proper authorization of all guaranties and other acts of third
parties contemplated hereunder; (v) If required by the Bank, the Bank has been
provided with an Opinion of the Borrower's counsel in form and content
satisfactory to the Bank confirming the matters outlined in Section 2.2 and such
other matters as the Bank requests; (vi) no default exists under this Agreement
or under any other Loan Documents, or under any other agreements by and between
the Borrower and the Bank; and (vii) all proceedings taken in connection with
the transactions contemplated by this Agreement (including any required
environmental assessments), and all instruments, authorizations and other
documents applicable thereto, are satisfactory to the Bank and its counsel.

                      ARTICLE II. WARRANTIES AND COVENANTS

While any part of the credit granted to the Borrower under this Agreement or the
other Loan Documents is available or any obligations under any of the Loan
Documents are unpaid or outstanding, the Borrower continuously warrants and
agrees as follows:

2.1 ACCURACY OF INFORMATION. All information, certificates or statements given
to the Bank pursuant to this Agreement and the other Loan Documents will be true
and complete when given.

2.2 ORGANIZATION AND AUTHORITY; LITIGATION. This Agreement and the other Loan
Documents are the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their terms. The execution,
delivery and performance of this Agreement and all other Loan Documents to which
the Borrower is a party (i) are within the borrower's power; (ii) have been duly
authorized by all appropriate entity action; (iii) do not require the approval
of any governmental agency; and (iv) will not violate any law, agreement or
restriction by which the Borrower is bound. If the Borrower is not an
individual, the Borrower is validly existing and in good standing under the laws
of its state of

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organization, has all requisite power and authority and possesses all licenses
necessary to conduct its business and own its properties. There is no litigation
or administrative proceeding threatened or pending against the Borrower which
would, if adversely determined, have a material adverse effect on the Borrower's
financial condition or its property.

2.3 EXISTENCE; BUSINESS ACTIVITIES; ASSETS; CHANGE OF CONTROL. The Borrower will
(i) preserve its existence, rights and franchises; (ii) not make any material
change in the nature or manner of its business activities; (iii) not liquidate,
dissolve, acquire another entity or merge or consolidate with or into another
entity or change its form of organization; (iv) not amend its organizational
documents in any manner that may conflict with any term or condition of the Loan
Documents; and (v) not sell, lease, transfer or otherwise dispose of all or
substantially all of its assets. Other than the transfer to a trust beneficially
controlled by the transferor, no event shall occur which causes or results in a
transfer of majority ownership of the Borrower while any Obligations are
outstanding or while the Bank has any obligation to provide funding to the
Borrower.

2.4 USE OF PROCEEDS; MARGIN STOCK; SPECULATION. Advances by the Bank hereunder
will be used exclusively by the Borrower for working capital and other regular
and valid purposes. The Borrower will not, without the prior written consent of
the Bank, redeem, purchase, or retire any of the capital stock or declare or pay
any dividends, or make any other payments or distributions of a similar type or
nature including withdrawal distributions. The Borrower will not use any of the
loan proceeds to purchase or carry margin stock (as defined in Regulation U of
the Board of Governors of the Federal Reserve System). No part of any of the
proceeds will be used for speculative investment purposes, including, without
limitation, speculating or hedging in the commodities and/or futures market.

2.5 ENVIRONMENTAL MATTERS. Except as disclosed in a written schedule attached to
this Agreement (if no schedule is attached, there are no exceptions), there
exists no uncorrected violation by the Borrower of any federal, state or local
laws (including statutes, regulations, ordinances or other governmental
restrictions and requirements) relating to the discharge of air pollutants,
water pollutants or process waste water or otherwise relating to the environment
or Hazardous Substances as hereinafter deferred, whether such laws currently
exist or are enacted in the future (collectively "ENVIRONMENTAL LAWS"). The term
"HAZARDOUS SUBSTANCES" will mean any hazardous or toxic wastes, chemicals or
other substances, the generation, possession or existence of which is prohibited
or governed by any Environmental Laws. The Borrower is not subject to any
judgment, decree, order or citation, or a party to (or threatened with) any
litigation or administrative proceeding, which asserts that the Borrower (i) has
violated any Environmental Laws; (ii) is required to clean up, remove or take
remedial or other action with respect to any Hazardous Substances (collectively
"REMEDIAL ACTION"); or (iii) is required to pay all or a portion of the cost of
any Remedial Action, as a potentially responsible party. Except as disclosed on
the Borrower's environmental questionnaire provided to the Bank, there are not
now, nor to the Borrower's knowledge after reasonable investigation have there
ever been, any Hazardous Substances (or tanks or other facilities for the
storage of Hazardous Substances) stored, deposited, recycled or disposed of on,
under or at any real estate owned or occupied by the Borrower during the periods
that the Borrower owned or occupied such real estate, which if present on the
real estate or in soils or ground water, could require Remedial Action. To the
Borrower's knowledge, there are no proposed or pending changes in Environmental
Laws which would adversely affect the Borrower or its business, and there are no
conditions existing currently or likely to exist while the Loan Documents are in
effect which would subject the Borrower to Remedial Action or other liability.
The Borrower currently complies with and will continue to timely comply with all
applicable Environmental Laws; and will provide the Bank, immediately upon
receipt, copies of any correspondence, notice, complaint, order or other
document from any source asserting or alleging any circumstance or condition
which requires or may require a financial contribution by the Borrower or
Remedial Action or other response by or on the part of the Borrower under
Environmental Laws, or which seeks damages or civil, criminal or punitive
penalties from the Borrower for an alleged violation of Environmental Laws.

2.6 COMPLIANCE WITH LAWS. The Borrower has complied with all laws applicable to
its business and its properties, and has all permits, licenses and approvals
required by such laws, copies of which have been provided to the Bank.

2.7 RESTRICTION ON INDEBTEDNESS. The Borrower will not create, incur, assume or
have outstanding any indebtedness for borrowed money (including capitalized
leases) except (i) any indebtedness owing to the Bank and its affiliates, and
(ii) any other indebtedness outstanding on the date hereof, and shown on the
Borrower's financial statements delivered to the Bank prior to the date hereof,
provided that such other indebtedness will not be increased.

2.8 RESTRICTION ON LIENS. The Borrower will not create, incur, assume or permit
to exist any mortgage, pledge, encumbrance or other lien or levy upon or
security interest in any of the Borrower's property now owned or hereafter
acquired, except (i) taxes and assessments which are either not delinquent or
which are being contested in good faith with adequate reserves provided;
(ii) easements, restrictions and minor title irregularities which do not, as a
practical matter, have an adverse effect upon the ownership and use of the
affected property; (iii) liens in favor of the Bank and its affiliates; and
(iv) other liens disclosed in writing to the Bank prior to the date hereof.

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2.9 RESTRICTION CONTINGENT LIABILITIES. The Borrower will not guarantee or
become a surety or otherwise contingently liable for any obligations of others,
except pursuant to the deposit and collection of checks and similar matters in
the ordinary course of business.

2.10 INSURANCE. The Borrower will maintain insurance to such extent, covering
such risks and with such insurers as is usual and customary for businesses
operating similar properties, and as is satisfactory to the Bank, including
insurance for fire and other risks insured against by extended coverage, public
liability insurance and workers' compensation insurance; and will designate the
Bank as loss payee with a "Lender's Loss Payable" endorsement on any casualty
policies and take such other action as the Bank may reasonably request to ensure
that the Bank will receive (subject to no other interests) the insurance
proceeds on the Bank's collateral.

2.11 TAXES AND OTHER LIABILITIES. The Borrower will pay and discharge, when due,
all of its taxes, assessments and other liabilities, except when the payment
thereof is being contested in good faith by appropriate procedures which will
avoid foreclosure of liens securing such items, and with adequate reserves
provided therefor.

2.12 FINANCIAL STATEMENTS AND REPORTING. The financial statements and other
information previously provided to the Bank or provided to the Bank in the
future are or will be complete and accurate and prepared in accordance with
generally accepted accounting principles. There has been no material adverse
change in the Borrower's financial condition since such information was provided
to the Bank. The Borrower will (i) maintain accounting records in accordance
with generally recognized and accepted principles of accounting consistently
applied throughout the accounting periods involved; (ii) provide the Bank with
such information concerning its business affairs and financial condition
(including insurance coverage) as the Bank may request; and (iii) without
request, provide the Bank with management-prepared financial statements:

      |X| quarterly within          30       days of the end of each quarter;
                              --------------
      |_| monthly within            n/a      days of the end of each month;
                              --------------

and annual REVIEWED FINANCIAL STATEMENTS PREPARED BY AN ACCOUNTING FIRM
ACCEPTABLE TO THE BANK within 120 days of the end of each fiscal year.

2.13 INSPECTION OF PROPERTIES AND RECORDS; FISCAL YEAR. The Borrower will permit
representatives of the Bank to visit and inspect any of the properties and
examine any of the books and records of the Borrower at any reasonable time and
as often as the Bank may reasonably desire. The Borrower will not change its
fiscal year.

2.14    FINANCIAL STATUS.  The Borrower will maintain at all times:
<TABLE>
<CAPTION>
<S>  <C>                                               <C>   <C>
(i)  Net Working Capital in the amount of at least     (v)   Capital Expenditures not to exceed
     $            n/a                      .                 $   n/a     per fiscal year
      -------------------------------------                   ---------

(ii) Tangible Net Worth in the amount of at least      (vi)  Cash Flow Coverage Ratio of at least
     $            n/a                      .                 $     n/a .
      -------------------------------------                  ----------

(iii) Debt to Worth Ratio of not more than             (vii) Offices, Directors, Partners, Members, and
     $            n/a                      .                 Management Salaries and Other Compensation
      -------------------------------------                  not to exceed $   n/a     per fiscal year.
                                                                            ----------
(iv) Current Ratio of at least:      n/a                           .
                               ------------------------------------
</TABLE>

The terms used in this Section 2.14 will have the meanings set forth in a
supplement entitled "Financial Definitions," a copy of which the Borrower hereby
acknowledges having received with this Agreement and which is incorporated
herein by reference.

2.15 PAID-IN-FULL PERIOD. |_| If checked here, all revolving loans under this
Agreement and the Note must be paid in full for a period of at least N/A
consecutive days during each fiscal year.

                     ARTICLE III. COLLATERAL AND GUARANTIES

3.1 COLLATERAL. This Agreement and the Note are secured by any and all security
interests, pledges, mortgages/deeds of trust (except any mortgage/deed of trust
expressly limited by its terms to a specific obligation of Borrower to Bank) or
liens now or hereafter in existence granted to the Bank to secure indebtedness
of the Borrower to the Bank, including without limitation as described in the
following documents:

<PAGE>

 |_|  Real Estate Mortgage(s)/Deed(s) of Trust dated ___________________________
      covering real estate located at __________________________________________
      __________________________________________________________________________
 |X|  Security Agreement(s) dated   02/24/04
                                  ----------------------------------------------
 |_|  Possessory Collateral Pledge Agreement(s) dated __________________________
 |_|  Other ____________________________________________________________________
      __________________________________________________________________________

3.2 GUARANTIES. This Agreement and the Note are guarantied by each and every
guaranty now or hereafter in existence guarantying the indebtedness of the
Borrower to the Bank (except for any guaranty expressly limited by its terms to
a specific separate obligation of Borrower to the Bank) including, without
limitation, the following: _____________________________________________________

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3.3 CREDIT BALANCES; SETOFF. As additional security for the payment of the
obligations described in the Loan Documents and any other obligations of the
Borrower to the Bank of any nature whatsoever (collectively the "OBLIGATIONS",
the Borrower hereby grants to the Bank a security interest in, a lien on and an
express contractual right to set off against all depository account balances,
cash and any other property of the Borrower now or hereafter in the possession
of the Bank and the right to refuse to allow withdrawals from any account
(collectively "SETOFF"). The Bank may, at any time upon the occurrence of a
default hereunder (notwithstanding any notice requirements or grace/cure periods
under this or other agreements between the Borrower and the Bank) Setoff against
the Obligations WHETHER OR NOT THE OBLIGATIONS (INCLUDING FUTURE INSTALLMENTS)
ARE THEN DUE OR HAVE BEEN ACCELERATED, ALL WITHOUT ANY ADVANCE OR
CONTEMPORANEOUS NOTICE OR DEMAND OF ANY KIND TO THE BORROWER, SUCH NOTICE AND
DEMAND BEING EXPRESSLY WAIVED.

The omission of any reference to an agreement in Sections 3.1 and 3.2 above will
not affect the validity or enforceability thereof. The rights and remedies of
the Bank outlined in this Agreement and the documents identified above are
intended to be cumulative.

                              ARTICLE IV. DEFAULTS

4.1 DEFAULTS. NOTWITHSTANDING ANY CURE PERIODS DESCRIBED BELOW, THE BORROWER
WILL IMMEDIATELY NOTIFY THE BANK IN WRITING WHEN THE BORROWER OBTAINS KNOWLEDGE
OF THE OCCURRENCE OF ANY DEFAULT SPECIFIED BELOW. Regardless of whether the
Borrower has given the required notice, the occurrence of one or more of the
following will constitute a default:

(a) NONPAYMENT. The Borrower shall fail to pay (i) any interest due on the Note
    or any fees, charges, costs or expenses under the Loan Documents by 5 days
    after the same becomes due; or (ii) any principal amount of the Note when
    due.

(b) NONPERFORMANCE. The Borrower or any guarantor of Borrower's Obligations to
    the Bank ("GUARANTOR") shall fail to perform or observe any agreement, term,
    provision, condition, or covenant (other than a default occurring under (a),
    (c), (d), (e), (f) or (g) of this Section 4.1) required to be performed or
    observed by the Borrower or any Guarantor hereunder or under any other Loan
    Document or other agreement with or in favor of the Bank.

(c) MISREPRESENTATION. Any financial information, statement, certificate,
    representation or warranty given to the Bank by the Borrower or any
    Guarantor (or any of their representatives) in connection with entering
    into this Agreement or the other Loan Documents and/or any borrowing
    thereunder, or required to be furnished under the terms thereof, shall
    prove untrue or misleading in any material respect (as determined by the
    Bank in the exercise of its judgment) as of the time when given.

(d) DEFAULT ON OTHER OBLIGATIONS. The Borrower or any Guarantor shall be in
    default under the terms of any loan agreement, promissory note, lease,
    conditional sale contract or other agreement, document or instrument
    evidencing, governing or securing any indebtedness owing by the Borrower or
    any Guarantor to the Bank or any indebtedness in excess of $10,000 owing by
    the Borrower to any third party, and the period of grace, if any, to cure
    said default shall have passed.

(e) JUDGMENTS. Any judgment shall be obtained against the Borrower or any
    Guarantor which, together with all other outstanding unsatisfied judgments
    against the Borrower (or such Guarantor), shall exceed the sum of $10,000
    and shall remain unvacated, unbonded or unstayed for a period of 30 days
    following the date of entry thereof.


<PAGE>

(f) INABILITY TO PERFORM; BANKRUPTCY/INSOLVENCY. (i) The Borrower or any
    Guarantor shall die or cease to exist; or (ii) any Guarantor shall attempt
    to revoke any guaranty of the Obligations described herein, or any guaranty
    becomes unenforceable in whole or in part for any reason; or (iii) any
    bankruptcy, insolvency or receivership proceedings, or an assignment for the
    benefit of creditors, shall be commenced under any Federal or state law by
    or against the Borrower or any Guarantor; or (iv) the Borrower or any
    Guarantor shall become the subject of any out-of-court settlement with its
    creditors; or (v) the Borrower or any Guarantor is unable or admits in
    writing its inability to pay its debts as they mature; or (vi) if the
    Borrower is a limited liability company, any member thereof shall withdraw
    or otherwise become disassociated from the Borrower.

(g) ADVERSE CHANGE; INSECURITY. (i) There is a material adverse change in the
    business, properties, financial condition or affairs of the Borrower or any
    Guarantor, or in any collateral securing the Obligations; or (ii) the Bank
    in good faith deems itself insecure.

4.2 TERMINATION OF LOANS; ADDITIONAL BANK RIGHTS. Upon the Maturity Date or the
occurrence of any of the events identified in Section 4.1, the Bank may at any
time (notwithstanding any notice requirements or grace/cure periods under this
or other agreements between the Borrower and the Bank) (i) immediately terminate
its obligation, if any, to make additional loans to the Borrower; (ii) Setoff;
and/or (iii) take such other steps to protect or preserve the Bank's interest in
any collateral, including without limitation, notifying account debtors to make
payments directly to the Bank, advancing funds to protect any collateral and
insuring collateral at the Borrower's expense; all without demand or notice of
any kind, all of which are hereby waived.

4.3 ACCELERATION OF OBLIGATIONS. Upon the Maturity Date or the occurrence of any
of the events identified in Sections 4.1(a) through 4.1(e) and 4.1(g), and the
passage of any applicable cure periods, the Bank may at any time thereafter, by
written notice to the Borrower, declare the unpaid principal balance of any
Obligations, together with the interest accrued thereon and other amounts
accrued hereunder and under the other Loan Documents, to be immediately due and
payable; and the unpaid balance will thereupon be due and payable, all without
presentation, demand, protest or further notice of any kind, all of which are
hereby waived, and notwithstanding anything to the contrary contained herein or
in any of the other Loan Documents. Upon the occurrence of any event under
Section 4.1(f), the unpaid principal balance of any Obligations, together with
all interest accrued thereon and other amounts accrued hereunder and under the
other Loan Documents, will thereupon be immediately due and payable, all without
presentation, demand, protest or notice of any kind, all of which are hereby
waived, and notwithstanding anything to the contrary contained herein or in any
of the other Loan Documents.

NOTHING CONTAINED IN SECTION 4.1, SECTION 4.2 OR THIS SECTION WILL LIMIT THE
BANK'S RIGHT TO SETOFF AS PROVIDED IN SECTION 3.3 OR OTHERWISE IN THIS
AGREEMENT.

4.4 OTHER REMEDIES. Nothing in this Article IV is intended to restrict the
Bank's rights under any of the Loan Documents or at law, and the Bank may
exercise all such rights and remedies as and when they are available.

                             ARTICLE V. OTHER TERMS

5.1 FINANCIAL DEFINITIONS SUPPLEMENT. If a Borrowing Base or covenants regarding
financial status apply to this loan, the "FINANCIAL DEFINITIONS" Supplement
identified in Sections 1.2 and 2.14 of this Agreement is hereby incorporated
into this Agreement. The Borrower acknowledges receiving a copy of such
Supplement.

5.2 ADDITIONAL TERMS; ADDENDUM/SUPPLEMENTS. The warranties, covenants,
conditions and other terms described in this Section and/or in the Addendum
and/or other attached document(s) referenced in this Section are incorporated
into this Agreement:

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                           ARTICLE VI. MISCELLANEOUS

6.1 DELAY; CUMULATIVE REMEDIES. No delay on the part of the Bank in exercising
any right, power or privilege hereunder or under any of the other Loan Documents
will operate as a waiver thereof, nor will any single or partial exercise of any
right,

<PAGE>

power or privilege hereunder preclude other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
specified are cumulative and are not exclusive of any rights or remedies which
the Bank would otherwise have.

6.2 RELATIONSHIP TO OTHER DOCUMENTS. The warranties, covenants and other
obligations of the Borrower (and the rights and remedies of the Bank) that are
outlined in this Agreement and the other Loan Documents are intended to
supplement each other. In the event of any inconsistencies in any of the terms
in the Loan Documents, all terms will be cumulative so as to give the Bank the
most favorable rights set forth in the conflicting documents, except that if
there is a direct conflict between any preprinted terms and specifically
negotiated terms (whether included in an addendum or otherwise), the
specifically negotiated terms will control.

6.3 SUCCESSORS. The rights, options, powers and remedies granted in this
Agreement and the other Loan Documents shall be binding upon the Borrower and
the Bank and their respective successors and assigns, and shall inure to the
benefit of the Borrower and the Bank and the successors and assigns of the Bank,
including without limitation any purchaser of any or all of the rights and
obligations of the Bank under the Note and the other Loan Documents. The
Borrower may not assign its rights or obligations under this Agreement or any
other Loan Documents without the prior written consent of the Bank.

6.4 DISCLOSURE. The Bank may, in connection with any sale or potential sale of
all or any interest in the Note and other Loan Documents, disclose any financial
information the Bank may have concerning the Borrower to any purchaser or
potential purchaser. From time to time, the Bank may, in its discretion and
without obligation to the Borrower, any Guarantor or any other third party,
disclose information about the Borrower and this loan to any Guarantor, surety
or other accommodation party. This provision does not obligate the Bank to
supply any information or release the Borrower from its obligation to provide
such information, and the Borrower agrees to keep all Guarantors, sureties or
other accommodation parties advised of its financial condition and other matters
which may be relevant to their obligations to the Bank.

6.5 INDEMNIFICATION. Except for harm arising from the Bank's willful misconduct,
the Borrower hereby indemnifies and agrees to defend and hold the Bank harmless
from any and all losses, costs, damages, claims and expenses of any kind
suffered by or asserted against the Bank relating to claims by third parties
arising out of the financing provided under the Loan Documents or related to any
collateral (including, without limitation, the Borrower's failure to perform its
obligations relating to Environmental Matters described in Section 2.5 above).
This indemnification and hold harmless provision will survive the termination of
the Loan Documents and the satisfaction of the Obligations due the Bank.

6.6 NOTICE OF CLAIMS AGAINST BANK; LIMITATION OF CERTAIN DAMAGES. In order to
allow the Bank to mitigate any damages to the Borrower from the Bank's alleged
breach of its duties under the Loan Documents or any other duty, if any, to the
Borrower, the Borrower agrees to give the Bank immediate written notice of any
claim or defense it has against the Bank, whether in tort or contract, relating
to any action or inaction by the Bank under the Loan Documents, or the
transactions related thereto, or of any defense to payment of the Obligations
for any reason. The requirement of providing timely notice to the Bank
represents the parties' agreed-to standard of performance regarding claims
against the Bank. Notwithstanding any claim that the Borrower may have against
the Bank, and regardless of any notice the Borrower may have given the Bank, THE
BANK WILL NOT BE LIABLE TO THE BORROWER FOR CONSEQUENTIAL AND/OR SPECIAL DAMAGES
ARISING THEREFROM, EXCEPT THOSE DAMAGES ARISING FROM THE BANK'S WILLFUL
MISCONDUCT.

6.7 NOTICES. Notice of any record shall be deemed delivered when the record has
been (a) deposited in the United States Mail, postage pre-paid, (b) received by
overnight delivery service, (c) received by telex, (d) received by telecopy,
(e) received through the internet, or (f) when personally delivered.

6.8 PAYMENTS. Payments due under the Note and other Loan Documents will be made
in lawful money of the United States. All payments may be applied by the Bank to
principal, interest and other amounts due under the Loan Documents in any order
which the Bank elects.

6.9 APPLICABLE LAW AND JURISDICTION; INTERPRETATION; JOINT LIABILITY;
SEVERABILITY. This Agreement and all other Loan Documents will be governed by
and interpreted in accordance with the internal laws of the State of COLORADO,
except to the extent superseded by Federal law. THE BORROWER HEREBY CONSENTS TO
THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED IN THE COUNTY
OR FEDERAL JURISDICTION OF THE BANK'S BRANCH WHERE THE LOAN WAS ORIGINATED, AND
WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS,
CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO THIS AGREEMENT, THE NOTE, THE
COLLATERAL, ANY OTHER LOAN DOCUMENT, OR ANY TRANSACTIONS ARISING THEREFROM, OR
ENFORCEMENT AND/OR INTERPRETATION OF ANY OF THE FOREGOING. Nothing herein will
affect the Bank's rights to serve process in any manner permitted by law, or
limit the Bank's right to bring proceedings against the Borrower in the
competent courts of any

<PAGE>

other jurisdiction or jurisdictions. This Agreement, the other Loan Documents
and any amendments hereto (regardless of when executed) will be deemed effective
and accepted only upon the Bank's receipt of the executed originals thereof. If
there is more than one Borrower, the liability of the Borrowers will be joint
and several, and the reference to "Borrower" will be deemed to refer to all
Borrowers. Invalidity of any provision of this Agreement shall not affect the
validity of any other provision.

6.10 COPIES; ENTIRE AGREEMENT; MODIFICATION. The Borrower hereby acknowledges
the receipt of a copy of this Agreement and all other Loan Documents. This
Agreement is a "transferable record" as defined in applicable law relating to
electronic transactions. Therefore, the holder of this Agreement may, on behalf
of Borrower, create a microfilm or optical disk or other electronic image of
this Agreement that is an authoritative copy as defined in such law. The holder
of this Agreement may store the authoritative copy of such Agreement in its
electronic form and then destroy the paper original as part of the holder's
normal business practices. The holder, on its own behalf, may control and
transfer such authoritative copy as permitted by such law.

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING, EXPRESSING CONSIDERATION AND
SIGNED BY THE PARTIES ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT
CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. THE TERMS OF THIS
AGREEMENT MAY ONLY BE CHANGED BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE SHALL
ALSO BE EFFECTIVE WITH RESPECT TO ALL OTHER CREDIT AGREEMENTS NOW IN EFFECT
BETWEEN BORROWER AND THE BANK. A MODIFICATION OF ANY OTHER CREDIT AGREEMENTS NOW
IN EFFECT BETWEEN BORROWER AND THE BANK, WHICH OCCURS AFTER RECEIPT BY BORROWER
OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN INSTRUMENT. ORAL OR IMPLIED
MODIFICATIONS TO SUCH CREDIT AGREEMENTS ARE NOT ENFORCEABLE AND SHOULD NOT BE
RELIED UPON.

6.11 WAIVER OF JURY TRIAL. THE BORROWER AND THE BANK HEREBY JOINTLY AND
SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
RELATING TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS THEREUNDER, ANY
COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR
CONNECTED THERETO. THE BORROWER AND THE BANK EACH REPRESENTS TO THE OTHER THAT
THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

6.12 ATTACHMENTS. ALL DOCUMENTS ATTACHED HERETO, INCLUDING ANY APPENDICES,
SCHEDULES, RIDERS, AND EXHIBITS TO THIS AGREEMENT, ARE HEREBY EXPRESSLY
INCORPORATED BY REFERENCE.


IN WITNESS WHEREOF, the undersigned have executed this REVOLVING CREDIT
AGREEMENT as of FEBRUARY 24, 2004.
<TABLE>
<CAPTION>
<S>                                          <C>
(Individual Borrower)                        IMAGE SOFTWARE, INC.
                                             --------------------------------------------
                                             Borrower Name (Organization)

                                             a   COLORADO CORPORATION
---------------------------------------          ----------------------------------------

                                             By: /s/ DAVID R. DEYOUNG
                                                 ----------------------------------------
Borrower Name           N/A                      David R. DeYoung, President
              -------------------------
                                             Name and Title  AUTHORIZED SIGNER, TITLE
                                                            -----------------------------
                                             By
---------------------------------------          ----------------------------------------

Borrower Name           N/A                  Name and Title
              -------------------------                     -----------------------------
                                             U.S. BANK N.A.                      (Bank)
                                             ----------------------------------

                                             By  /s/ PHYLLIS GAGE
                                                 ----------------------------------------
                                             Name and Title PHYLLIS GAGE, VICE PRESIDENT
                                                            -----------------------------
Borrower Address:        6025 S QUEBEC ST, #300, ENGLEWOOD, CO 80111
                        -----------------------------------------------------------------
Borrower Telephone No.: _________________________________________________________________
</TABLE>

<PAGE>

                                          --------------------------------------
                                           FOR BANK USE ONLY  Reviewed by ______
                                          --------------------------------------
                                          Due   FEBRUARY 24, 2005
                                              -------------------------------
                                          Customer # 7521406900   Loan #
                                                    -----------         --------
                                          --------------------------------------

                              REVOLVING CREDIT NOTE

$     200,000.00                                             FEBRUARY 24, 2004
 -----------------------                                   ---------------------

     FOR VALUE RECEIVED, the undersigned borrower (the "BORROWER"), promises to
pay to the order of U.S. BANK N.A. (the "BANK"), the principal sum of
TWO HUNDRED THOUSAND AND NO/100
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dollars ($ 200,000.00           ) payable       FEBRUARY 24,   2005
          ----------------------          -----------------------------
(the "MATURITY DATE").

     Interest.

     THE UNPAID PRINCIPAL BALANCE WILL BEAR INTEREST AT AN ANNUAL RATE EQUAL TO
     1.750% PLUS THE PRIME RATE ANNOUNCED BY THE BANK.

     THE INTEREST RATE HEREUNDER WILL BE ADJUSTED EACH TIME THAT THE PRIME RATE
     CHANGES.

     Payment Schedule.

     INTEREST IS PAYABLE BEGINNING MARCH 24, 2004, AND ON THE SAME DATE OF EACH
     CONSECUTIVE MONTH THEREAFTER (EXCEPT THAT IF A GIVEN MONTH DOES NOT HAVE
     SUCH A DATE, THE LAST DAY OF SUCH MONTH), PLUS A FINAL INTEREST PAYMENT
     WITH THE FINAL PAYMENT OF PRINCIPAL.






     Interest will be computed for the actual number of days principal is
unpaid, using a daily factor obtained by dividing the stated interest rate by
360.

     Notwithstanding any provision of this Note to the contrary, upon any
default or at any time during the continuation thereof (including failure to pay
upon maturity), the Bank may, at its option and subject to applicable law,
increase the interest rate on this Note to a rate of 5% per annum plus the
interest rate otherwise payable hereunder. Notwithstanding the foregoing and
subject to applicable law, upon the occurrence of a default by the Borrower or
any guarantor involving bankruptcy, insolvency, receivership proceedings or an
assignment for the benefit of creditors, the interest rate on this Note shall
automatically increase to a rate of 5% per annum plus the rate otherwise payable
hereunder.

     In no event will the interest rate hereunder exceed that permitted by
applicable law. If any interest or other charge is finally determined by a court
of competent jurisdiction to exceed the maximum amount permitted by law, the
interest or charge shall be reduced to the maximum permitted by law, and the
Bank may credit any excess amount previously collected against the balance due
or refund the amount to the Borrower,

     Subject to applicable law, if any payment is not made on or before its due
date, the Bank may collect a delinquency charge of 0.00 % of the unpaid amount.
Collection of the late payment fee shall not be deemed to be a waiver of the
Bank's right to declare a default hereunder.

     Without affecting the liability of any Borrower, endorser, surety or
guarantor, the Bank may, without notice, renew or extend the time for payment,
accept partial payments, release or impair any collateral security for the
payment of this Note, or agree not to sue any party liable on it.

     This Revolving Credit Note constitutes the Note issued under a Revolving
Credit Agreement dated as of the date hereof between the Borrower and the Bank,
to which Agreement reference is hereby made for a statement of the terms and
conditions under which loans evidenced hereby were or may be made and a
description of the terms and conditions upon which the maturity of this Note may
be accelerated, and for a description of the collateral securing this Note.

<PAGE>

     This Note is a "transferablerecord" as defined in applicable law relating
to electronic transactions. Therefore, the holder of this Note may, on behalf of
Borrower, create a microfilm or optical disk or other electronic image of this
Note that is an authoritative copy as defined in such law. The holder of this
Note may store the authoritative copy of such Note in its electronic form and
then destroy the paper original as part of the holder's normal business
practices. The holder, on its own behalf, may control and transfer such
authoritative copy as permitted by such law.

     ALL DOCUMENTS ATTACHED HERETO, INCLUDING ANY APPENDICES, SCHEDULES, RIDERS,
AND EXHIBITS TO THIS REVOLVING CREDIT NOTE, ARE HEREBY EXPRESSLY INCORPORATED BY
REFERENCE.


























The Borrower hereby acknowledges the receipt of a copy of this Note.
<TABLE>
<CAPTION>
<S>                                          <C>
(Individual Borrower)                        IMAGE SOFTWARE, INC.
                                             -----------------------------------------
                                             Borrower Name (Organization)

                                             a  COLORADO corporation
---------------------------------------         --------------------------------------

                                             By:  /s/ DAVID R. DEYOUNG
                                                  ------------------------------------
Borrower Name           N/A                       David R. DeYoung, President
              -------------------------
                                             Name and Title AUTHORIZED SIGNER, TITLE
                                                            --------------------------
---------------------------------------
                                             By
                                                  ------------------------------------
Borrower Name           N/A                  Name and Title
              -------------------------                     --------------------------
</TABLE>

<PAGE>

                           BUSINESS SECURITY AGREEMENT

This Business Security Agreement ("AGREEMENT") is made and entered into by the
undersigned borrower, guarantor and/or other obligor/pledgor (the "Debtor") in
favor of      U.S. BANK N.A., 555 SW OAK, PORTLAND, OR 97204
         -----------------------------------------------------------------------
___________________________________ (the "BANK") as of the date set forth on the
last page of this Agreement.

                          ARTICLE I. SECURITY INTEREST

1.1 GRANT OF SECURITY INTEREST. Debtor hereby grants a security interest in and
collaterally assigns the Collateral (defined below) to Bank to secure all of
Debtor's Obligations (defined below) to Bank. The intent of the parties hereto
is that the Collateral secures all Obligations of Debtor to Bank, whether or not
such Obligations exist under this Agreement or any other agreements, whether now
or hereafter existing, between Debtor and Bank or in favor of Bank, including,
without limitation, any note, any loan or security agreement, any lease, any
mortgage, deed of trust or other pledge of an interest in real or personal
property, any guaranty, any letter of credit or banker's acceptance, any
agreement for any other services or credit extended by Bank to Debtor even
though not specifically enumerated herein, and any other agreement with Bank
(together and individually, the "LOAN DOCUMENTS).

1.2 "COLLATERAL" means all of the following whether now owned or existing or
hereafter acquired by Debtor (or by Debtor with spouse), wherever located
(including all documents, general intangibles, additions and accessions, spare
and repair parts, special tools, replacements, returned or repossessed goods and
books and records relating to the following; and all proceeds, supporting
obligations and products of the following) [CHECK ALL THAT APPLY]:

|X|  All accounts, instruments, documents, chattel paper, general intangibles,
     contract rights, investment property (including any securities entitlements
     and/or securities accounts held by Debtor), certificates of deposit,
     deposit accounts, and letter of credit rights; and
|X|  All inventory; and
|X|  All equipment; and
|_|  All fixtures; and
|_|  Specific Collateral (the following, whether constituting instruments,
     chattel paper, general intangibles, equipment, accounts, inventory,
     fixtures or other collateral):

     ---------------------------------------------------------------------------
     ---------------------------------------------------------------------------
     ---------------------------------------------------------------------------

In the event only the first boxes three are checked, Debtor acknowledges and
agrees that the foregoing collateral description covers all assets (except
fixtures) of Debtor. Bank may at anytime and time to time file financing and
continuation statements and amendments thereto reflecting the same.

1.3 "OBLIGATIONS" means all Debtor's debts (except for consumer credit if Debtor
is a natural person), liabilities, obligations, covenants, warranties, and
duties to Bank (plus its affiliates including any credit card debt, but
specifically excluding any type of consumer credit), whether now or hereafter
existing or incurred, whether liquidated or unliquidated, whether absolute or
contingent, whether arising out of the Loan Documents or otherwise, and all
other debts and obligations due Bank under any lease, agricultural, real estate
or other financing transaction and regardless of whether such financing is
related in time or type to the financing provided at the time of grant of this
security interest, and regardless of whether such Obligations arise out of
existing or future credit granted by Bank to any Debtor, to any Debtor and
others, to others guaranteed, endorsed or otherwise secured by any Debtor or to
any debtor-in-possession or other successor-in-interest of any Debtor, and
including principal, interest, fees, expenses and charges relating to any of the
foregoing.

1.4 OTHER DEFINITIONS. Unless otherwise defined, the terms set forth in this
Agreement shall have the meanings set forth in the Uniform Commercial Code as
adopted in the Loan Documents and as amended from time to time. The defined
terms hereunder shall be interpreted in a manner most favorable to Bank.

                      ARTICLE II. WARRANTIES AND COVENANTS

In addition to all other warranties and covenants of Debtor under the Loan
Documents which are expressly incorporated herein as part of this Agreement and
while any part of the credit granted Debtor under the Loan Documents is
available or any Obligations of Debtor to Bank are unpaid or outstanding, Debtor
continuously warrants and agrees as follows:

<PAGE>
2.1 DEBTOR'S NAME, LOCATION; NOTICE OF LOCATION CHANGES. Except as otherwise
disclosed to Bank in writing, Debtor's name and organizational structure have
remained the same during the past five (5) years. Debtor will continue to use
only the name set forth with Debtor's signature unless Debtor gives Bank prior
written notice of any change. Furthermore, Debtor shall not do business under
another name nor use any trade name without giving ten (10) days prior written
notice to Bank. Debtor will not change its status or organizational structure
without the prior written consent of Bank. Debtor will not change its location
or registration (if Debtor is a registered organization) to another state
without prior written notice to Bank. The address appearing in the ARTICLE 9
CERTIFICATE if any, is Debtor's chief executive office (or residence it Debtor
is a sole proprietor).

2.2 STATUS OF COLLATERAL. All Collateral is genuine and validly existing. Except
for items of insignificant value or as otherwise reflected in writing by Debtor
to Bank under a borrowing base or otherwise, (i) Collateral constituting
inventory, equipment and fixtures is in good condition, not obsolete and is
either currently saleable or usable; and (ii) Collateral constituting accounts,
contract rights, notes, chattel paper and other third-party obligations to pay
is fully enforceable in accordance with its terms and not subject to return,
dispute, setoff, credit allowance or adjustment, except for discounts for prompt
payment. Unless Debtor provides Bank with written notice to the contrary, Debtor
has no notice or knowledge of anything that would impair the ability of any
third-party obligor to pay any debt to Debtor when due.

2.3 OWNERSHIP; MAINTENANCE OF COLLATERAL; RESTRICTIONS ON LIENS AND
DISPOSITIONS. Debtor is the sole owner of the Collateral free of all liens,
claims, other encumbrances and security interests except as permitted in writing
by Bank. Debtor shall: (i) maintain the Collateral in good condition and repair
(reasonable wear and tear excepted), and not permit its value to be impaired;
(ii) not permit waste, removal or loss of identity of the Collateral; (iii) keep
the Collateral free from all liens, executions, attachments, claims,
encumbrances and security interests (other than Bank's paramount security
interest and those permitted in writing by Bank); (iv) defend the Collateral
against all claims and legal proceedings by persons other than Bank; (v) pay and
discharge when due all taxes, levies and other charges or fees upon the
Collateral except for payment of taxes contested by Debtor in good faith by
appropriate proceedings so long as no levy or lien has been imposed upon the
Collateral; (vi) not lease, sell or transfer the Collateral to any party nor
move it to any new location outside of the ordinary course of business; (vii)
not permit the Collateral, without the consent of Bank, to become a fixture or
an accession to other goods; (viii) not permit the Collateral to be used in
violation of any applicable law, regulation or policy of insurance; and, (ix) as
to the Collateral consisting of instruments and chattel paper, preserve Bank's
rights in it against all other parties. Notwithstanding the above, Debtor may
sell, lease or transfer inventory in the ordinary course of its business
provided that no sale, lease or transfer shall include any transferor sale in
satisfaction (partial or complete) of a debt owed by Debtor; title will not pass
to buyer until Debtor physically delivers the goods to buyer or Debtor ships the
goods F.O.B. to buyer's destination; and sales and/or leases to Debtor's
affiliates shall be for fair market value, cash on delivery, with the proceeds
remitted to Bank.

2.4 MAINTENANCE OF SECURITY INTEREST; PURCHASE MONEY SECURITY INTERESTS. Debtor
shall take any action requested by Bank to preserve the Collateral and to
establish the value of, the priority of, to perfect, to continue the perfection
of or to enforce Bank's interest in the Collateral and Bank's rights under this
Agreement; and shall pay all costs and expenses related thereto. Debtor shall
also cooperate with Bank in obtaining control (for purposes of perfection under
the Uniform Commercial Code) of Collateral consisting of deposit accounts,
investment property, letter of credit rights, electronic chattel paper and any
other collateral where Bank may obtain perfection through control. Debtor hereby
authorizes Bank to take any and all actions described above and in place of
Debtor with respect to the Collateral and hereby ratifies any such actions Bank
has taken prior to the date of this Agreement and hereafter, which actions may
include, without limitation, filing UCC financing statements and obtaining or
attempting to obtain control agreements from holders of the Collateral. Debtor
and Bank intend to maintain the full effect of any purchase money security
interest granted in favor of Bank notwithstanding the fact that the Collateral
so purchased is also pledged as security for other Obligations under the Loan
Documents.

2.5 COLLATERAL INSPECTIONS; MODIFICATIONS AND CHANGES IN COLLATERAL. At
reasonable times, Bank may examine the Collateral and Debtor's records
pertaining to it, wherever located, and make copies of such records at Debtor's
expense; and Debtor shall assist Bank in so doing. Without Bank's prior written
consent, Debtor shall not alter, modify, discount, extend, renew or cancel any
Collateral, except for ordinary discounts for prompt payment on accounts,
physical modifications to the inventory occurring in the manufacturing process
or alterations to equipment which do not materially affect its value. Debtor
shall promptly notify Bank in writing of any material change in the condition of
the Collateral and of any change in location of the Collateral.

2.6 COLLATERAL RECORDS, REPORTS AND STATEMENTS. Debtor shall keep accurate and
complete records respecting the Collateral in such form as Bank may approve. At
such times as Bank may require, Debtor shall furnish to Bank any
records/information Bank might require, including, without limitation, a
statement certified by Debtor and in such form and containing such information
as may be prescribed by Bank showing the current status and value of the
Collateral.

<PAGE>

2.7 CHATTEL PAPER, INSTRUMENTS, ETC. Chattel paper, instruments, drafts, notes,
acceptances, and other documents which constitute Collateral shall be on forms
satisfactory to Bank. Debtor shall promptly mark chattel paper to indicate
conspicuously Bank's security interest therein, shall not deliver any chattel
paper or negotiable instruments to any other entity and, upon request, shall
deliver all original chattel paper, instruments, drafts, notes, acceptances and
other documents which constitute Collateral to Bank.

2.8 UNITED STATES GOVERNMENT CONTRACTS. If any accounts or contract rights arose
out of contracts with the United States or any of its departments, agencies or
instrumentalities, Debtor shall promptly notify Bank and execute any writings
required by Bank so that all money due or to become due under such contracts
shall be assigned to Bank under the Federal Assignment of Claims Act.

2.9 ENVIRONMENTAL MATTERS. Except as disclosed in a written schedule attached to
this Agreement (if no schedule is attached, there are no exceptions), there
exists no uncorrected violation by Debtor of any federal, state or local laws
(including statutes, regulations, ordinances or other governmental restrictions
and requirements) relating to the discharge of air pollutants, water pollutants
or process waste water or otherwise relating to the environment or Hazardous
Substances as hereinafter defined, whether such laws currently exist or are
enacted in the future (collectively "ENVIRONMENTAL LAWS"). The term "HAZARDOUS
SUBSTANCES" shall mean any hazardous or toxic wastes, chemicals or other
substances, the generation, possession or existence of which is prohibited or
governed by any Environmental Laws. Debtor is not subject to any judgment,
decree, order or citation, or a party to (or threatened with) any litigation or
administrative proceeding; which asserts that Debtor (i) has violated any
Environmental Laws; (ii) is required to clean up, remove or take remedial or
other action with respect to any Hazardous Substances (collectively "REMEDIAL
ACTION"); or (iii) is required to pay all or a portion of the cost of any
Remedial Action, as a potentially responsible party. There are not now, nor to
Debtor's knowledge after reasonable investigation have there ever been, any
Hazardous Substances (or tanks or other facilities for the storage of Hazardous
Substances) stored, deposited, recycled or disposed of on, under or at any real
estate owned or occupied by Debtor during the periods that Debtor owned or
occupied such real estate, which if present on the real estate or in soils or
ground water, could require Remedial Action. To Debtor's knowledge, there are no
proposed or pending changes in Environmental Laws which would adversely affect
Debtor or its business, and there are no conditions existing currently or likely
to exist while the Loan Documents are in effect which would subject Debtor to
Remedial Action or other liability. Debtor currently complies with and will
continue to timely comply with all applicable Environmental Laws; and will
provide Bank, immediately upon receipt, copies of any correspondence, notice,
complaint, order or other document from any source asserting or alleging any
circumstance or condition which requires or may require a financial contribution
by Debtor or Remedial Action or other response by or on the part of Debtor under
Environmental Laws, or which seeks damages or civil, criminal or punitive
penalties from Debtor for an alleged violation of Environmental Laws.

2.10 INSURANCE. Debtor will maintain insurance to such extent, covering such
risks and with such insurers as is usual and customary for businesses operating
similar properties, and as is satisfactory to Bank, including insurance for fire
and other risks insured against by extended or comprehensive coverage, public
liability insurance and workers' compensation insurance; and will designate Bank
as loss payee with a "Lender's Loss Payable" endorsement on any casualty
policies and take such other action as Bank may reasonably request to ensure
that Bank will receive (subject to no other interests) the insurance proceeds of
the Collateral. Debtor hereby assigns all insurance proceeds to and irrevocably
directs, while any Obligations remain unpaid, any insurer to pay to Bank the
proceeds of all such insurance and any premium refund; and authorizes Bank to
endorse Debtor's name to effect the same, to make, adjust or settle, in Debtor's
name, any claim on any insurance policy relating to the Collateral; and, at the
option of Bank, to apply such proceeds and refunds to the Obligations or to
restoration of the Collateral, returning any excess to Debtor. In the event of
any failure of the Debtor to obtain or maintain any insurance required
hereunder, the Bank shall have the authority, but not the obligation, to obtain
any such insurance coverage, and the Debtor shall immediately reimburse the Bank
for the cost thereof, together with interest on such amount at the highest rate
of interest then accruing on any of the Obligations.

                     ARTICLE III. RIGHTS AND DUTIES OF BANK

In addition to all other rights (including setoff) and duties of Bank under the
Loan Documents which are expressly incorporated herein as a part of this
Agreement, the following provisions shall also apply:

3.1 AUTHORITY TO PERFORM FOR DEBTOR. Debtor presently appoints any officer of
Bank as Debtor's attorney-in-fact (coupled with an interest and irrevocable
while any Obligations remain unpaid) to do any of the following upon default by
Debtor hereunder (notwithstanding any notice requirements or grace/cure periods
under this or other agreements between Debtor and Bank): (i) to file, endorse or
place the name of Debtor on any invoice or document of title relating to
accounts, drafts against customers, notices to customers, notes, acceptances,
assignments of government contracts, instruments, financing statements, checks,
drafts, money orders, insurance claims or payments or other documents evidencing
payment or a security interest relating to the Collateral; (ii) to receive, open
and dispose of all mail addressed to Debtor and to notify the Post Office

<PAGE>

authorities to change the address for delivery of mail addressed to Debtor to an
address designated by Bank; (iii) to do all such other acts and things necessary
to carry out Debtor's duties under this Agreement and the other Loan Documents;
and (iv) to perfect, protect and/or realize upon Bank's interest in the
Collateral. If the Collateral includes funds or property in depository accounts,
Debtor authorizes each of its depository institutions to remit to Bank, without
liability to Debtor, all of Debtor's funds on deposit with such institution upon
written direction by Bank after default by Debtor hereunder, All acts by Bank
are hereby ratified and approved, and Bank shall not be liable for any acts of
commission or omission, nor for any errors of judgment or mistakes of fact or
law.

3.2 VERIFICATION AND NOTIFICATION; BANK'S RIGHTS. Bank may verify Collateral in
any manner, and Debtor shall assist Bank in so doing. Upon the occurrence of a
default hereunder, Bank may at any time and Debtor shall, upon request of Bank,
notify the account debtors to make payment directly to Bank; and Bank may
enforce collection of, sell, settle, compromise, extend or renew the
indebtedness of such account debtors; all without notice to or the consent of
Debtor. Until account debtors are so notified, Debtor, as agent of Bank, shall
make collections on the Collateral. Bank may at any time notify any bailee
possessing Collateral to turn over the Collateral to Bank.

3.3 COLLATERAL PRESERVATION. Bank shall use reasonable care in the custody and
preservation of any Collateral in its physical possession but in determining
such standard of reasonable care, Debtor expressly acknowledges that Bank has no
duty to: (i) insure the Collateral against hazards; (ii) ensure that the
Collateral will not cause damage to property or injury to third parties;
(iii) protect it from seizure, theft or conversion by third parties, third
parties' claims or acts of God; (iv) give to Debtor any notices received by Bank
regarding the Collateral; (v) perfect or continue perfection of any security
interest in favor of Debtor; (vi) perform any services, complete any
work-in-process or take any other action in connection with the management or
maintenance of the Collateral; or (vii) sue or otherwise effect collection upon
any accounts even it Bank shall have made a demand for payment upon individual
account debtors. Notwithstanding any failure by Bank to use reasonable care in
preserving the Collateral, Debtor agrees that Bank shall not be liable for
consequential or special damages arising therefrom.

3.4 SETOFF. As additional security for the payment of the Obligations, Debtor
hereby grants to Bank a security interest in, a lien on and an express
contractual right to set off against all depository account balances, cash and
any other property of Debtor now or hereafter in the possession of Bank and the
right to refuse to allow withdrawals from any account (collectively "SETOFF").
Bank may, at any time upon the occurrence of a default hereunder
(notwithstanding any notice requirements or grace/cure periods under this or
other agreements between Debtor or Borrower and Bank), Setoff against the
Obligations WHETHER OR NOT THE OBLIGATIONS (INCLUDING FUTURE INSTALLMENTS) ARE
THEN DUE OR HAVE BEEN ACCELERATED, ALL WITHOUT ANY ADVANCE OR CONTEMPORANEOUS
NOTICE OR DEMAND OF ANY KIND TO DEBTOR, SUCH NOTICE AND DEMAND BEING EXPRESSLY
WAIVED.

                       ARTICLE IV. DEFAULTS AND REMEDIES

4.1 DEFAULTS. Bank may enforce its rights and remedies under this Agreement upon
default. A default shall occur if Debtor fails to comply with the terms of any
Loan Documents (including this Agreement or any guaranty by Debtor), a demand
for payment is made under a demand loan, or any other obligor fails to comply
with the terms of any Loan Documents for which Debtor has given Bank a guaranty
or pledge.

4.2 CUMULATIVE REMEDIES; NOTICE; WAIVER. In addition to the remedies for default
set forth in the Loan Documents, Bank upon default shall have all other rights
and remedies for default provided by the Uniform Commercial Code, as well as any
other applicable law and this Agreement, INCLUDING, WITHOUT LIMITATION, THE
RIGHT TO REPOSSESS, RENDER UNUSABLE AND/OR DISPOSE OF THE COLLATERAL WITHOUT
JUDICIAL PROCESS. The rights and remedies specified herein are cumulative and
are not exclusive of any rights or remedies which Bank would otherwise have.
With respect to such rights and remedies:

(a) ASSEMBLING COLLATERAL; STORAGE; USE OF DEBTOR'S NAME/OTHER PROPERTY. Bank
    may require Debtor to assemble the Collateral and to make it available to
    Bank at any convenient place designated by Bank. Debtor recognizes that Bank
    will not have an adequate remedy in Law if this obligation is breached and
    accordingly, Debtor's obligation to assemble the Collateral shall be
    specifically enforceable. Bank shall have the right to take immediate
    possession of said Collateral and Debtor irrevocably authorizes Bank to
    enter any of the premises wherever said Collateral shall be located, and to
    store, repair, maintain, assemble, manufacture, advertise and sell, lease
    or dispose of (by public sale or otherwise) the same on said premises until
    sold, all without charge or rent to Bank. Bank is hereby granted an
    irrevocable license to use, without charge, Debtor's equipment, inventory,
    labels, patents, copyrights, franchises, names, trade secrets, trade names,
    trademarks and advertising matter and any property of a similar nature; and
    Debtor's rights under all licenses and franchise agreements shall inure to
    Bank's benefit. Further, Debtor releases Bank from obtaining a bond or
    surety with respect to any repossession and/or disposition of the
    Collateral.

<PAGE>

(b) NOTICE OF DISPOSITION. Written notice, when required by law, sent to any
    address of Debtor in this Agreement, at least five (5) calendar days
    (counting the day of sending) before the date of a proposed disposition of
    the Collateral is reasonable notice but less notice may be reasonable under
    the circumstances. Notification to account debtors by Bank shall not be
    deemed a disposition of the Collateral. Notice of any record shall be
    deemed delivered when the record has been (a) deposited in the United
    States Mail, postage pre-paid, (b) received by overnight delivery service,
    (c) received by telex, (d) received by telecopy, (e) received through the
    internet. or (f) when personally delivered.

(c) POSSESSION OF COLLATERAL/COMMERCIAL REASONABLENESS. Bank shall not, at any
    time, be obligated to either take or retain possession or control of the
    Collateral. With respect to Collateral in the possession or control of
    Bank, Debtor and Bank agree that as a standard for determining commercial
    reasonableness, Bank need not liquidate, collect, sell or otherwise dispose
    of any of the Collateral if Bank believes, in good faith, that disposition
    of the Collateral would not be commercially reasonable, would subject Bank
    to third-party claims or liability, that other potential purchasers could
    be attracted or that a better price could be obtained if Bank held the
    Collateral for up to 2 years. Bank may sell Collateral without giving any
    warranties and may specifically disclaim any warranties of title or the
    like. Furthermore, Bank may sell the Collateral on credit (and reduce the
    Obligations only when payment is received from the buyer), at wholesale
    and/or with or without an agent or broker, and Bank need not complete,
    process, repair, clean-up or otherwise prepare the Collateral prior to
    disposition. It the purchaser falls to pay for the Collateral, Bank may
    resell the Collateral and Debtor shall be credited with the cash proceeds
    of the sale. Bank may comply with any applicable state or federal law
    requirements in connection with a disposition of the Collateral and
    compliance will not be considered to adversely affect the commercial
    reasonableness of any sale of the Collateral.

(d) WAIVER BY DEBTOR. Bank has no obligation and Debtor waives any obligation to
    attempt to satisfy the Obligations by collecting the obligations from any
    third parties and Bank may release, modify or waive any collateral provided
    by any third party to secure any of the Obligations, all without affecting
    Bank's rights against Debtor. Debtor further waives any obligation on the
    part of Bank to marshal any assets in favor of Debtor or in payment of the
    Obligations. Notwithstanding any provisions in this Agreement or any other
    agreement between Debtor and Bank, Debtor does not waive any statutory
    rights except to the extent that the waiver thereof is permitted by law.

(e) WAIVER BY BANK. Bank may permit Debtor to attempt to remedy any default
    without waiving its rights and remedies hereunder, and Bank may waive any
    default without waiving any other subsequent or prior default by Debtor.
    Furthermore, delay on the part of Bank in exercising any right, power or
    privilege hereunder or at law shall not operate as a waiver thereof, nor
    shall any single or partial exercise of such right, power or privilege
    preclude other exercise thereof or the exercise of any other right, power
    or privilege. NO WAIVER OR SUSPENSION SHALL BE DEEMED TO HAVE OCCURRED
    UNLESS BANK HAS EXPRESSLY AGREED IN WRITING SPECIFYING SUCH WAIVER OR
    SUSPENSION.

                            ARTICLE V. MISCELLANEOUS

ALL OTHER PROVISIONS IN THE LOAN DOCUMENTS ARE EXPRESSLY INCORPORATED AS A PART
OF THIS AGREEMENT.

5.1 DEPOSIT WITH BANK. At any time upon default, Bank may require that all
proceeds of Collateral received by Debtor shall be held by Debtor upon an
express trust for Bank, shall not be commingled with any other funds or property
of Debtor and shall be turned over to Bank in precisely the form received (but
endorsed by Debtor, if necessary for collection) not later than the business day
following the day of their receipt. All proceeds of Collateral received by Bank
directly or from Debtor shall be applied against the Obligations in such order
and at such times as Bank shall determine.

5.2 ATTACHMENTS. ALL DOCUMENTS ATTACHED HERETO, INCLUDING ANY APPENDICES,
SCHEDULES, RIDERS, AND EXHIBITS TO THIS AGREEMENT, ARE HEREBY EXPRESSLY
INCORPORATED BY REFERENCE.

<PAGE>

IN WITNESS WHEREOF, the undersigned has/have executed this BUSINESS SECURITY
AGREEMENT as FEBRUARY 24, 2004.
<TABLE>
<CAPTION>
<S>                                         <C>
(Individual Debtor)                         IMAGE SOFTWARE, INC.
                                            ------------------------------------------
                                            Debtor Name (Organization)

                                            a  COLORADO Corporation
---------------------------------------        ---------------------------------------

                                            By:  /s/ DAVID R. DEYOUNG
                                                 -------------------------------------
Debtor Name             N/A                      David R. DeYoung, President
             --------------------------
                                            Name and Title AUTHORIZED SIGNER, TITLE
                                                           ---------------------------
---------------------------------------
                                            By
                                                 -------------------------------------

Debtor Name             N/A                 Name and Title
             --------------------------                    ---------------------------
</TABLE>

<PAGE>

us bank

                              ARTICLE 9 CERTIFICATE
       (FOR PERSONAL PROPERTY SECURED LOANS EXCLUDING PERSONAL TRUSTS)
                                            -------------------------

Date:  2/24/04        "Borrower" Image Software, Inc.    "Bank" U.S. Bank N.A.
      -----------               ---------------------           ---------------

The undersigned pledgor of collateral to the Bank (hereafter `Pledgor") in his
or her capacity as set forth below warrants and attests to Bank, its successors
and assigns, the following:

1. LEGAL NAME. The exact name of Pledgor is:

                                   Image Software, Inc.
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------

   (Note: If Pledgor is a sole proprietorship, indicate the exact name of the
   individual owner of the proprietorship, INCLUDING FULL MIDDLE name. If
   Pledgor is a general partnership without a formal partnership name, list
   the exact names of the partners who comprise the partnership.)

2. TYPE OF ENTITY. Pledgor is a (check one):

   |_| husband and wife borrowing relationship
   |_| sole proprietorship
   |_| general partnership
   |_| limited partnership
   |_| limited liability partnership
   |_| limited liability limited partnership
   |_| limited liability company
   |X| corporation
   |_| other (please designate) _____________________________________________

3. REGISTERED ORGANIZATION. If Pledgor is an entity created by and registered
   with a state or the United States, check one and insert information as
   appropriate:

   |_| United States
   |X| State of Colorado _______________ (please designate)

4. REGISTRATION DOCUMENTATION. If Pledgor is a registered organization,
   attached is a file-stamped photocopy of Pledgor's current organization
   filing including all amendments (e.g., Articles of Incorporation, Articles
   of Organization, Certificate of Limited Partnership). ATTACHING A
   CERTIFICATE OF GOOD STANDING OR CERTIFICATE OF STATUS IS SUFFICIENT FOR
   THIS REQUIREMENT.

5. ORGANIZATION NUMBER. If Pledgor is an organization and has an organization
   identification number, please specify ______________________________, or
   if no separate identification number exists for the organization, indicate
   that "none exists" by checking this box |_|. THIS IS NOT THE SSI OR
   TAXPAYER ID NUMBER.

6. EMPLOYER ID # / SOCIAL SECURITY #: Pledgor's EIN or SS number is: 84-0866294
                                                                    ------------
7. PLEDGOR'S LOCATION.

   |_| Husband/wife or sole proprietorship, indicate complete address of
       principal residence
       _________________________________________________________________________

       Also indicate any other address that might be considered a residence
       (e.g., vacation home)
       _________________________________________________________________________

   |X| Registered Organization:  location is state of  registration.  Add
       mailing address of chief executive
       office here:   6025 S. Quebec St. #300, Englewood, CO  80111
                   -------------------------------------------------------------

<PAGE>

   |_| Registered Organization organized under the laws of the United  States:
       consult counsel

   |_| Foreign Pledgor:  consult counsel

   |_| All other organizations, indicate address of chief executive office
       _________________________________________________________________________

8. PRIOR NAMES. List all former names of Pledgor during the past five (5)
   years, including those names which existed prior to any acquisition,
   merger or consolidation with or into Pledgor, or any name of Pledgor that
   existed before Pledgor changed its name to its current name or changed its
   form of business (e.g., sole proprietor to LLC).
<TABLE>
<CAPTION>
<S>                         <C>                  <C>         <C>
                                                             Reason (e.g., merger, acquisition,
   Change of Name From      Change of Name To     Date       name changes, entity change)
   -------------------      -----------------     ----       ----------------------------------

   Information Solutions     Image Software       1993             Name Change
   ---------------------    -----------------   ----------   ----------------------------------
   ---------------------    -----------------   ----------   ----------------------------------
</TABLE>

9. PRIOR JURISDICTIONS. (NOTE: THIS REPRESENTATION APPLIES TO REGISTERED
   ORGANIZATIONS ONLY). If on or after July 1, 2001 the Pledgor changed its
   registration (e.g., Articles of Incorporation, Articles of Organization,
   Limited Partnership Certificate) from a different state (e.g., Iowa to
   Wisconsin), list the prior state of registration.

                    State                        Date of Change
                    -----                        --------------

         ----------------------------      ---------------------------

10.PRIOR PRINCIPAL LOCATIONS OF PLEDGOR. Other than that location listed in
   Section 7 above, list the city, state county of the current principal
   location (or residence) of Pledgor and any prior location during the last
   six (6) months.

                    State                           County
                    -----                           ------

         ----------------------------      ---------------------------

11.COLLATERAL LOCATIONS. Other than that location listed in Section 7 above,
   list each city, state and county in which any of the following collateral
   IS CURRENTLY LOCATED or WAS LOCATED during the last six (6) months:
   inventory, equipment.

                    State                           County
                    -----                           ------

                  Colorado                         Arapahoe
         ----------------------------      ---------------------------
         ----------------------------      ---------------------------

12.FIXTURES, TIMBER TO BE CUT AS EXTRACTED MINERALS, FARM PRODUCTS. Please
   list street address of collateral and ATTACH A LEGAL DESCRIPTION:
   _____________________________________________________________________________
   County of ________________________________________.

|_| THERE HAVE BEEN NO CHANGES SINCE THE LAST CERTIFICATE DATED _______________.

<PAGE>

Pledgor represents and warrants that the foregoing statements are true and
correct in all respects, and that such warranties and representations are made
under and in connection with certain credit facilities between the Borrower and
the Bank, and any inaccuracy of such representations or warranties will
constitute a default under such facilities.

<TABLE>
<CAPTION>
<S>                                          <C>
(Individual)                                 (Organization)

                                             By:  /s/ DAVID R. DEYOUNG
---------------------------------------           ------------------------------------

                                                  David R. DeYoung, President
---------------------------------------           ------------------------------------
             (Print Name)                         (Print Name and Title)


(Individual)

                                             By:
---------------------------------------           ------------------------------------

---------------------------------------           ------------------------------------
             (Print Name)                         (Print Name and Title)
</TABLE>

<PAGE>
            CORPORATE RESOLUTION FOR BORROWING AND/OR PLEDGING ASSETS

                      IMAGE SOFTWARE, INC.
                   -------------------------------------------
                               NAME OF CORPORATION

     WHEREAS, this corporation may enter into financial transactions or
accommodations with   U.S. BANK N.A.             (the "BANK") from time to time;
                   -----------------------------

      NOW, THEREFORE, RESOLVED, that any    1    of the officers of this
                                         -------
corporation denoted below:  [MARK AUTHORIZED OFFICERS]
<TABLE>
<CAPTION>
<S>    <C>                          <C>                           <C>
      |_|  Chairman of the Board   |_| Treasurer                  |_| Other:_______________
      |X|  President               |_| Secretary                  |_| Other:_______________
      |X|  Any Vice President      |_| Any Assistant Secretary    |_| Other:_______________
                                   |_| Any Assistant Secretary    |_| Other:_______________
</TABLE>
is (are) authorized, on behalf of and in the name of this corporation, (a) to
borrow money from the Bank from time to time in such amounts as such officer(s)
shall deem advisable; (b) to make, execute, seal with the corporate seal, and
deliver to the Bank, from time to time, loan agreements, disbursing agreements,
notes, applications for letters of credit, and other evidence of or agreements
concerning such indebtedness, in such amounts with such maturities, at such
rates of interest, and upon such terms and conditions as said officer(s) shall
approve; (c) to pledge, assign, mortgage or otherwise grant a security interest
in any or all real property, fixtures, tangible or intangible personal property,
or any other assets of this corporation, to execute, seal with the corporate
seal, and deliver to the Bank such security agreements, chattel mortgages,
assignments, financing statements, real estate mortgages, deeds of trust, lease
or rental assignments, assignments of life insurance, agreements not to
encumber, or other agreements respecting any or all interests in real or
personal property now owned or hereafter acquired by this corporation as may be
requested by the Bank to secure any obligations of this corporation to the Bank
or to secure the obligations of a third party to the Bank, now existing or
hereafter arising, all upon such terms and conditions as said officer(s) shall
approve, and to perform such acts required of this corporation in such
agreements or otherwise to perfect such security interests; (d) to sell to the
Bank, with or without recourse, accounts, contract rights, general intangibles,
instruments, documents, chattel paper, equipment, inventory, insurance policies,
deposit accounts, rights in action or other personal property of this
corporation; (e) to endorse or assign and deliver such property to the Bank, and
from time to time to withdraw and make substitutions of such property, or to
sell such property to third persons and cause the proceeds of such sales to be
applied against the obligations of this corporation to the Bank; (f) to give
subordinations, guaranties or other financial accommodations to the Bank (it
being the judgment of the governing body of this corporation that any such
guaranties may reasonably be expected to benefit the corporation); and (g) to
endorse and deliver for discount with the Bank, notes, certificates of deposit,
bills of exchange, orders for the payment of money, chattel paper, commercial,
or other business paper, howsoever drawn, either belonging to or coming into the
possession of this corporation. The signature(s)of said officer(s) appearing on
any of the foregoing instruments shall be conclusive evidence of (his/her)
(their) approval thereof.

     FURTHER RESOLVED, that the authority granted to the officers of this
corporation shall continue in full force and effect, and said Bank may rely
thereon in dealing with such officers, unless and until written notice of any
change in or revocation of such authority shall be delivered to said Bank to the
attention of Commercial Loan Servicing by an officer or director of this
corporation, and any action taken by said officers and relied on by said Bank
pursuant to the authority granted herein prior to its receipt of such written
notice shall be fully and conclusively binding on this corporation.

     FURTHER RESOLVED, that the actions of any officer of this corporation
heretofore taken in borrowing money from the Bank for and on behalf of this
corporation, and in securing such indebtedness in any manner authorized herein,
and in selling or assigning property of this corporation to the Bank with or
without recourse, and in discounting with the Bank commercial and other business
paper, be and the same hereby are in all respects ratified, confirmed and
approved.

     FURTHER RESOLVED, that in consideration of any loans or other financial
accommodation made by the Bank to this corporation, this corporation shall be
authorized to and shall assume full responsibility for and hold the Bank
harmless from any and all payments made or any other actions taken by the Bank
in reliance upon the signatures, including facsimiles thereof, of any person or
persons holding the offices of this corporation designated above regardless of
whether or not the use of the facsimile signature was unlawful or unauthorized
and regardless of by whom or by what means the purported signature or facsimile
signature may have been affixed to any instrument if such signatures reasonably
resemble the specimen or facsimile signatures as provided to the Bank, or for
refusing to honor any signatures not provided to the Bank; and that this
corporation agrees to indemnity the Bank against any and all claims, demands,
losses, costs, damages or expenses suffered or incurred by the Bank resulting
from or arising out of any such payment or other action. The foregoing
indemnification shall

<PAGE>

be effective and may be enforced by the Bank upon delivery to the Batik of a
copy of this resolution certified by the Secretary, Assistant Secretary or any
other officer of this corporation.

     FURTHER RESOLVED, that the Secretary, Assistant Secretary or any other
officer of this corporation is authorized and directed to certify to the Bank
the foregoing resolutions and that the provisions thereof are in conformity with
the Articles of Incorporation and By-Laws of this corporation and to certify to
the Bank the names of the persons now holding the offices referred to above and
any changes hereafter in the persons holding said offices together with
specimens of the signatures of such present and future officers.

     FURTHER RESOLVED, that all prior resolutions of this corporation
authorizing the borrowing of money from the Bank and the securing thereof, be
and they hereby are rescinded and superseded as to all borrowings from the Bank
and security transactions with respect thereto effected after the date of
adoption of these resolutions.

     I HEREBY CERTIFY that I am the duly elected, qualified and acting Secretary
(or as otherwise designated below) and the custodian of the records of the
above-named corporation, a corporation organized and existing and in good
standing under the laws of the State of COLORADO. The foregoing resolutions
(i) are true and correct copies of the resolutions duly adopted in accordance
with law and the Charter or Articles or Certificate of Incorporation and By-Laws
or Code of Regulations, as applicable, of the corporation and that such
resolutions are now in full force and effect without modifications and are duly
recorded in the minute book of the corporation or (ii) are otherwise in
conformity with existing resolutions, the Charter or Articles or Certificate of
Incorporation and By-Laws or Code of Regulations, as applicable, of the
corporation, and permit the officers designated herein to undertake all the
activities set forth above.

     I FURTHER CERTIFY that set forth below are the true titles, names and
genuine signatures of the duly elected or appointed, qualified and acting
officers of said corporation presently holding such offices who are authorized
under the foregoing resolutions:

<TABLE>
<CAPTION>
TITLE                 NAME*                           SIGNATURE*
-----                 -----                           ----------
<S>                   <C>                             <C>
Chairman of
the Board             ______________________________  ________________________________

President             DAVID R. DEYOUNG                /s/ DAVID R. DEYOUNG
                      ------------------------------  --------------------------------

Vice President        MARY ANNE DEYOUNG               /s/ MARY ANNE DEYOUNG
                      ------------------------------  --------------------------------

                      ______________________________  ________________________________

Secretary             ______________________________  ________________________________

Assistant
Treasurer             ______________________________  ________________________________

Assistant
Secretary             ______________________________  ________________________________

Other                 ______________________________  ________________________________
                      Name & Title

Other                 ______________________________  ________________________________
                      Name & Title

Other                 ______________________________  ________________________________
                      Name & Title

Other                 ______________________________  ________________________________
                      Name & Title
</TABLE>

      I FURTHER CERTIFY that copies of the Charter or Articles or Certificate of
Incorporation and By-Laws or Code of Regulation, as applicable, of the
corporation which have heretofore been delivered to the Bank or which are
delivered

<PAGE>

herewith are true and correct copies and that such Charter or Articles or
Certificate and By-Laws or Code of Regulation, as applicable, are presently in
full force and effect.

      IN WITNESS WHEREOF, I have affixed my name in my official capacity and
have caused the corporate seal of the corporation to be hereunto affixed on
 FEBRUARY 24, 2004 .
-------------------


      (CORPORATE SEAL)



                                                    /S/ MARY ANNE DEYOUNG
                                         -------------------------------------
                                                                     Secretary


*Only the names and signatures of officers who will act in transactions with the
Bank need be inserted.