Greystone
        Business Credit II LLC 

      
        

      

    

     

    LOAN
      AND SECURITY AGREEMENT

     

    Dated
      as of December 29, 2006

     

    between

     

    
      GREYSTONE
        BUSINESS
        CREDIT
        II LLC,

    

     

    as
      Lender,

     

    and

     

    
      TITAN
        GLOBAL
        HOLDINGS,
        INC.

    

    
      TITAN
        PCB
        WEST,
        INC.

    

    
      TITAN
        PCB
        EAST,
        INC.

    

    
      OBLIO
        TELECOM,
        INC.

    

    
      TITAN
        WIRELESS
        COMMUNICATIONS,
        INC.

    

    
      START
        TALK
        INC.
        AND

    

    
      PINLESS,
        INC.

    

     

    as
      Borrowers

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    TABLE
      OF CONTENTS

    

      
        	 	 	 	
                Page

              
	
                1.

              	
                LOANS
                  AND CREDIT ACCOMMODATIONS

              	
                1

              
	 	
                1.1

              	
                Amount

              	
                1

              
	 	
                1.2

              	
                Reserves

              	
                2

              
	 	
                1.3

              	
                Other
                  Provisions Applicable to Credit Accommodations

              	
                3

              
	 	
                1.4

              	
                Repayment

              	
                4

              
	 	
                1.5

              	
                Minimum
                  Borrowing

              	
                4

              
	
                2.

              	
                INTEREST
                  AND FEES

              	
                4

              
	 	
                2.1

              	
                Interest

              	
                4

              
	 	
                2.2

              	
                Fees
                  and Shares of Stock

              	
                5

              
	 	
                2.3

              	
                Computation
                  of Interest and Fees

              	
                6

              
	 	
                2.4

              	
                Loan
                  Account; Monthly Accountings

              	
                6

              
	
                3.

              	
                SECURITY
                  INTEREST

              	
                7

              
	 	
                3.1

              	
                Grant
                  of Security Interest

              	
                7

              
	 	
                3.2

              	
                Possessory
                  Collateral

              	
                7

              
	 	
                3.3

              	
                Preservation
                  of Collateral and Perfection of Security Interest Therein

              	
                8

              
	
                4.

              	
                ADMINISTRATION

              	
                8

              
	 	
                4.1

              	
                Lock
                  Boxes

              	
                8

              
	 	
                4.2

              	
                Remittance
                  of Proceeds and Tax Refunds

              	
                8

              
	 	
                4.3

              	
                Application
                  of Payments

              	
                8

              
	 	
                4.4

              	
                Notification;
                  Verification

              	
                9

              
	 	
                4.5

              	
                Power
                  of Attorney

              	
                9

              
	 	
                4.6

              	
                Disputes

              	
                10

              
	 	
                4.7

              	
                Invoices

              	
                10

              
	 	
                4.8

              	
                Inventory

              	
                11

              
	 	
                4.9

              	
                Access
                  to Collateral, Books and Records

              	
                11

              
	
                5.

              	
                REPRESENTATIONS,
                  WARRANTIES AND COVENANTS

              	
                12

              
	 	
                5.1

              	
                Existence
                  and Authority

              	
                12

              
	 	
                5.2

              	
                Name;
                  Trade Names and Styles

              	
                13

              
	 	
                5.3

              	
                Title
                  to Collateral; Permitted Liens

              	
                13

              
	 	
                5.4

              	
                Accounts
                  and Chattel Paper

              	
                14

              
	 	
                5.5

              	
                Electronic
                  Chattel Paper

              	
                14

              
	 	
                5.6

              	
                Investment
                  Property

              	
                14

              
	 	
                5.7

              	
                Commercial
                  Tort Claims

              	
                15

              
	 	
                5.8

              	
                State
                  of Organization; Location of Collateral

              	
                15

              
	 	
                5.9

              	
                Financial
                  Condition, Statements and Reports

              	
                15

              
	 	
                5.10

              	
                Tax
                  Returns and Payments; Pension Contributions

              	
                16

              
	 	
                5.11

              	
                Compliance
                  with Laws

              	
                16

              


      

       

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Greystone
                    Business Credit II LLC

                	
                  Loan
                    and Security
                    Agreement

                


        

      

       

      
        	 	
                5.12

              	
                Litigation

              	
                16

              
	 	
                5.13

              	
                Use
                  of Proceeds

              	
                17

              
	 	
                5.14

              	
                Insurance

              	
                17

              
	 	
                5.15

              	
                Financial
                  and Collateral Reports

              	
                17

              
	 	
                5.16

              	
                Litigation
                  Cooperation

              	
                19

              
	 	
                5.17

              	
                Maintenance
                  of Collateral, Etc

              	
                19

              
	 	
                5.18

              	
                Notification
                  of Changes

              	
                19

              
	 	
                5.19

              	
                Further
                  Assurances

              	
                19

              
	 	
                5.20

              	
                Negative
                  Covenants

              	
                19

              
	 	
                5.21

              	
                Financial
                  Covenants

              	
                20

              
	
                6.

              	
                RELEASE
                  AND INDEMNITY

              	
                21

              
	 	
                6.1

              	
                Release

              	
                21

              
	 	
                6.2

              	
                Indemnity

              	
                21

              
	
                7.

              	
                TERM

              	
                22

              
	 	
                7.1

              	
                Maturity
                  Date

              	
                22

              
	 	
                7.2

              	
                Early
                  Termination

              	
                22

              
	 	
                7.3

              	
                Payment
                  of Obligations

              	
                23

              
	 	
                7.4

              	
                Effect
                  of Termination

              	
                23

              
	
                8.

              	
                EVENTS
                  OF DEFAULT AND REMEDIES

              	
                23

              
	 	
                8.1

              	
                Events
                  of Default

              	
                23

              
	 	
                8.2

              	
                Remedies

              	
                24

              
	 	
                8.3

              	
                Application
                  of Proceeds

              	
                26

              
	
                9.

              	
                GENERAL
                  PROVISIONS

              	
                27

              
	 	
                9.1

              	
                Notices

              	
                27

              
	 	
                9.2

              	
                Severability

              	
                27

              
	 	
                9.3

              	
                Integration

              	
                27

              
	 	
                9.4

              	
                Waivers

              	
                27

              
	 	
                9.5

              	
                Amendment

              	
                28

              
	 	
                9.6

              	
                Time
                  of Essence

              	
                28

              
	 	
                9.7

              	
                Attorneys
                  Fees and Costs

              	
                28

              
	 	
                9.8

              	
                Benefit
                  of Agreement; Assignability

              	
                29

              
	 	
                9.9

              	
                Headings;
                  Construction

              	
                29

              
	 	
                9.10

              	
                GOVERNING
                  LAW; CONSENT TO FORUM, ETC

              	
                29

              
	 	
                9.11

              	
                WAIVER
                  OF JURY TRIAL, ETC

              	
                30

              
	
                10.

              	
                Joint
                  and Several Liability

              	
                30

              


      

    

     

    

      
        	
                Schedule
                  A

              	
                Description
                  of Certain Terms

              
	
                Schedule
                  B

              	
                Definitions

              
	
                Exhibit
                  A

              	
                Form
                  of Term Note A

              
	
                Exhibit
                  B

              	
                Form
                  of Term Note B

              


      

    

    
 

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    


    Greystone
      Business Credit II LLC 

    
      

    


    Loan
      and Security Agreement

     

    This
      Loan
      and Security Agreement (as it may be amended, this "Agreement")
      is
      entered into on December 29, 2006 between Greystone
      Business Credit II LLC ("Lender"),
      having an address at 152 West 57th Street, 60th Floor, New York, New York
      10019 and Titan
      Global Holdings, Inc., a
      Utah
      corporation,
      Titan PCB West, Inc., a
      Delaware corporation, Titan
      PCB East, Inc.,
      a
      Delaware corporation, Oblio
      Telecom, Inc., a
      Delaware corporation, Titan
      Wireless Communications, Inc., a
      Delaware corporation, Start
      Talk Inc., a
      Delaware corporation,
      and Pinless, Inc., a
      Texas
      corporation (collectively,
      "Borrowers",
      and
      each a "Borrower"),
      whose
      principal office is located at 407 International Parkway, Suite 403, Richardson,
      Texas 75088 ("Borrowers'
      Address").
      The
      Schedules to this Agreement are an integral part of this Agreement and are
      incorporated herein by reference. Terms used, but not defined elsewhere, in
      this
      Agreement are defined in Schedule B.

     

    
      	1.  	
              LOANS
                AND CREDIT ACCOMMODATIONS.

            


    

     

    1.1  Amount.

     

    Subject
      to the terms and conditions contained in this Agreement, Lender
      will:

     

    (a)  Revolving
      Loans and Credit Accommodations. From
      time
      to time during the Term at each Borrower's request, make revolving loans to
      such
      Borrower ("Revolving
      Loans"),
      and
      make letters of credit, bankers acceptances and other credit accommodations
      ("Credit
      Accommodations")
      available to such Borrower, in each case to the extent that there is sufficient
      Availability for such Borrower at the time of such request to cover, dollar
      for
      dollar, the requested Revolving Loan or Credit Accommodation of such Borrower;
      provided,
      that
      after giving effect to such Revolving Loan or Credit Accommodation, (x) the
      outstanding balance of all monetary Obligations (excluding
      the
      principal balance of any Term Loans and including
      the
      Credit Accommodation Balance) will not exceed the Maximum Facility Amount set
      forth in Section 1(a) of Schedule A and (y) none of the other
      Loan Limits for Revolving Loans set forth in Section 1 of Schedule A
      will be exceeded. For this purpose,
      "Availability"
      means,
      with respect to each Borrower:

     

    (i)  the
      aggregate amount of such Borrower's Eligible Accounts (less maximum existing
      or
      asserted taxes, discounts, credits and allowances) multiplied by the Accounts
      Advance Rate set forth in Section 1(b)(i) of Schedule A (but in no
      event to exceed the Accounts Sublimit set forth in Section 1(c) of
      Schedule A);

     

    plus

     

    (ii)  the
      lower
      of cost or market value of such Borrower's Eligible Inventory multiplied by
      the
      applicable Inventory Advance Rate(s) set forth in Section 1(b)(ii) of
      Schedule A, but not to exceed the Inventory Sublimit(s) set forth in
      Section 1(d) of Schedule A;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

        
          	
                  Greystone
                    Business Credit II LLC

                	
                  Loan
                    and Security
                    Agreement

                


        

      

    

     

    minus

     

    (iii)  all
      Reserves with respect to such Borrower which Lender has established pursuant
      to
      Section 1.2 (including those to be established in connection with the
      requested Revolving Loan or Credit Accommodation);

     

    minus

     

    (iv)  the
      outstanding balance of all monetary Obligations with respect to such Borrower
      (excluding
      the
      principal balance of the Term Loan with respect to such Borrower);
      and

     

    plus

     

    (v)  the
      Overadvance Amount with respect to such Borrower, if any, set forth in
      Section 1(g) of Schedule A.

     

    (b)  Term
      Loan A.
      Make
      (i) on the date of this Agreement an advance to Borrowers computed with
      respect to the value of all Eligible Equipment owned by Borrowers on the date
      of
      this Agreement (the "Equipment
      Advance")
      in the
      principal amount, if any, set forth in Section 2(a)(i)(A) of
      Schedule A, (ii) on the date of this Agreement an advance to Borrowers
      computed with respect to the value of all Eligible Real Property owned by
      Borrowers on the date of this Agreement (the "Real
      Property Advance")
      in the
      principal amount, if any, set forth in Section 2(a)(i)(B) of
      Schedule A and (iii) in Lender's sole and absolute discretion and upon
      at least fifteen days prior written request by Borrowers, one or more advances
      to Borrowers computed with respect to the value of all Capital Expenditure
      Equipment to be acquired with the proceeds of such advance (each, a
      "Capital
      Expenditure Advance")
      in a
      principal amount, if any, set forth in Section 2(a)(i)(C) of
      Schedule A. The Equipment Advance, the Real Property Advance and all
      Capital Expenditure Advances are referred to individually as a "Term
      Loan A Advance"
      and
      collectively as the "Term
      Loan A."
      Each
      Term Loan A Advance will be evidenced by a term note in the form attached hereto
      as Exhibit A.

     

    (c)  Term
      Loan B.
      Make on
      the date of this Agreement an advance to Borrowers computed with respect to
      the
      value of the Tax Refunds owing to Borrowers on the date of this Agreement (the
      "Term
      Loan B Advance" and
      collectively as the "Term
      Loan B"; and
      together with the Term Loan A the "Term
      Loan.")
      in
      the principal amount, if any, set forth in Section 2(a)(ii) of
      Schedule A. Each Term Loan B Advance will be evidenced by a term note in
      the form attached hereto as Exhibit B.

     

    1.2  Reserves.

     

    Lender
      may from time to time establish and revise such reserves as Lender deems
      appropriate in its sole discretion ("Reserves")
      to
      reflect (i) events, conditions, contingencies or risks which affect or may
      affect (A) the Collateral or its value, or the security interests and other
      rights of Lender in the Collateral or (B) the assets, business or prospects
      of Borrowers or any Obligor, (ii) Lender's good faith concern that any
      Collateral report or financial information furnished to Lender by or on behalf
      of Borrowers or any Obligor is or may have been incomplete, inaccurate or
      misleading in any material respect, (iii) any fact or circumstance which
      Lender determines in good faith constitutes, or could constitute, a Default
      or
      Event of Default or (iv) any other events or circumstances which Lender
      determines in good faith make the establishment or revision of a Reserve
      prudent. Without limiting the foregoing, Lender shall (x) in the case of
      each Credit Accommodation issued for the purchase of Inventory (a) which
      meets the criteria for Eligible Inventory set forth in clauses (i), (ii), (iii),
      (v) and (vi) of the definition of Eligible Inventory, (b) which is or will
      be in transit to one of the locations set forth in Sections 9(a)(4),
      9(b)(4),
      9(c)(4),
      9(d)(4), 9(e)(4), 9(f)(4) or 9(g)(4)
      of
      Schedule A, (c) which is fully insured in a manner satisfactory to
      Lender and (d) with respect to which Lender is in possession of all bills
      of lading and all other documentation which Lender has requested, all in form
      and substance satisfactory to Lender in its sole discretion, establish a Reserve
      equal to the cost of such Inventory (plus all duties, freight, taxes, insurance,
      costs and other charges and expenses relating to such Credit Accommodation
      or
      such Eligible Inventory) multiplied by a percentage equal to 100% minus the
      Inventory Advance Rate applicable to such Eligible Inventory and (y) in the
      case of any other Credit Accommodation issued for any other purpose, establish
      a
      Reserve equal to the full amount of such Credit Accommodation plus all costs
      and
      other charges and expenses relating to such Credit Accommodation. In addition,
      Lender shall establish a permanent Reserve in the amount set forth in
      Section 1(f) of Schedule A and if the outstanding principal balance of
      any Term Loan A Advance with respect to Eligible Equipment exceeds the
      percentage set forth in Section 2(a)(i)(A) or 2(a)(i)(C) of Schedule A
      of the appraised value of such Eligible Equipment, Lender may establish an
      additional Reserve in the amount of such excess (and, for this purpose, if
      payments of principal on the Term Loan A Advances against Eligible Equipment
      and
      Real Property are not calculated separately, payments of principal of the Term
      Loan A made by Borrowers shall be deemed to apply to the Term Loan A Advance
      with respect to Eligible Equipment and Real Property, respectively, in
      proportion to the original principal amounts of such Advances). Lender may,
      in
      its discretion, establish and revise Reserves by deducting them in determining
      Availability or by reclassifying Eligible Accounts or Eligible Inventory as
      ineligible. In no event shall the establishment of a Reserve in respect of
      a
      particular actual or contingent liability obligate Lender to make advances
      to
      pay such liability or otherwise obligate Lender with respect
      thereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security Agreement

              


      

       

    

    1.3  Other
      Provisions Applicable to Credit Accommodations.

     

    Lender
      may, in its sole discretion
      and
      on terms and conditions acceptable to Lender, make Credit Accommodations
      available to Borrowers either by issuing them, or by causing other financial
      institutions to issue them supported by Lender's guaranty or indemnification;
      provided,
      that
      after giving effect to each Credit Accommodation, the Credit Accommodation
      Balance will not exceed the Credit Accommodation Limit set forth in
      Section 1(e) of Schedule A. Any amounts paid by Lender in respect of a
      Credit Accommodation to a Borrower will be treated for all purposes as a
      Revolving Loan to such Borrower which shall be secured by the Collateral and
      bear interest, and be payable, in the same manner as a Revolving Loan. Borrowers
      agree to execute all documentation required by Lender or the issuer of any
      Credit Accommodation in connection with any such Credit
      Accommodation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security Agreement

              


      

       

    

    1.4  Repayment.

     

    Accrued
      interest on all monetary Obligations shall be payable on the first day of each
      month. Principal of the Term Loans shall be repaid as set forth in
      Section 2(b) of Schedule A.
      If at any time any of the Loan Limits are exceeded, Borrowers will immediately
      pay to Lender such amounts (or provide cash collateral to Lender with respect
      to
      the Credit Accommodation Balance in the manner set forth in Section 7.3) as
      shall cause all Borrowers to be in full compliance with all of the Loan Limits.
      Notwithstanding the foregoing, Lender may, in its sole discretion, make or
      permit Revolving Loans, the Term Loans, any Credit Accommodations or any other
      monetary Obligations to be in excess of any of the Loan Limits; provided,
      that
      Borrowers shall, upon Lender's demand, pay to Lender such amounts as shall
      cause
      all Borrowers to be in full compliance with all of the Loan Limits. All unpaid
      monetary Obligations shall be payable in full on the Maturity Date (as defined
      in Section 7.1) or, if earlier, the date of any early termination pursuant
      to Section 7.2. Notwithstanding the foregoing, (i) upon receipt of Tax
      Refunds, the amount of such Tax Refunds shall be paid to Lender for application
      to Term Loan B as a mandatory prepayment as set forth in Section 2(b)(iii)
      of
      Schedule A and (ii) Borrowers shall make any mandatory prepayments of Term
      Loan B set forth in Section 2(b)(iv) of Schedule A.

     

    1.5  Minimum
      Borrowing.

     

    Subject
      to the terms and conditions of this Agreement, Borrowers agree to
      (i) borrow sufficient amounts to cause the outstanding principal balance of
      the Loans to equal or exceed, at all times prior to the Maturity Date, the
      Minimum Loan Amount set forth in Section 4 of Schedule A and
      (ii) maintain Availability sufficient to enable each Borrower to do so.
      However,
      Lender shall not be obligated to loan Borrowers the Minimum Loan Amount other
      than in accordance with all of the terms and conditions of this
      Agreement.

     

    
      	2.  	
              INTEREST
                AND FEES.

            


    

     

    2.1  Interest.

     

    All
      Loans
      and other monetary Obligations shall bear interest at the Interest Rate(s)
      set
      forth in Section 3 of Schedule A, except where expressly set forth to
      the contrary in this Agreement or another Loan Document; provided,
      that
      after the occurrence of an Event of Default, all Loans and other monetary
      Obligations shall, at Lender's option, bear interest at a rate per annum equal
      to three percent (3%) in excess of the rate otherwise applicable thereto
      (the "Default
      Rate")
      until
      paid in full (notwithstanding the entry of any judgment against any Borrower
      or
      the exercise of any other right or remedy by Lender), and all such interest
      shall be payable on demand. Changes in the Interest Rate shall be effective
      as
      of the date of any change in the Prime Rate. Notwithstanding anything to the
      contrary contained in this Agreement, the aggregate of all amounts deemed to
      be
      interest hereunder and charged or collected by Lender is not intended to exceed
      the highest rate permissible under any applicable law, but if it should, such
      interest shall automatically be reduced to the extent necessary to comply with
      applicable law and Lender will refund to Borrowers any such excess interest
      received by Lender.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    2.2  Fees
      and Shares of Stock.

     

    Borrowers
      shall pay Lender the following fees, and
      issue
      Lender the following shares of stock, which are in addition to all interest
      and
      other sums payable by Borrowers to Lender under this Agreement, and are not
      refundable:

     

    (a)  Closing
      Fee.
      A
      closing fee (the "Closing
      Fee")
      in the
      amount set forth in Section 6(a) of Schedule A, which shall be deemed
      to be fully earned as of, and payable on, the date hereof.

     

    (b)  Facility
      Fees.
      A
      facility fee for the Initial Term (the "Initial
      Term Facility Fee")
      in the
      amount set forth in Section 6(b)(i) of Schedule A (which shall be
      fully earned as of, and shall be payable on, each anniversary of the date of
      this Agreement during the Initial Term, other than the Maturity Date), and
      a
      facility fee for each Renewal Term (the "Renewal
      Term Facility Fee")
      in the
      amount set forth in Section 6(b)(ii) of Schedule A (which shall be
      fully earned as of, and shall be payable on, the first day of such Renewal
      Term
      and on each anniversary thereof during such Renewal Term, other than the
      Maturity Date).

     

    (c)  Servicing
      Fee.
      A
      monthly servicing fee (the "Servicing
      Fee")
      in the
      amount set forth in Section 6(c) of Schedule A, in consideration of
      Lender's administration and other services pursuant to this Agreement for each
      month (or part thereof), which shall be fully earned as of, and payable in
      advance on, the date of this Agreement and on the first day of each month
      thereafter so long as any of the Obligations are outstanding.

     

    (d)  Unused
      Line Fee.
      An
      unused line fee (the "Unused
      Line Fee")
      at a
      rate equal to the percentage per annum set forth in Section 6(d) of
      Schedule A of the amount by which the Maximum Facility Amount exceeds the
      average daily outstanding principal balance of the Loans and the Credit
      Accommodation Balance during the immediately preceding month (or part thereof),
      which fee shall be payable, in arrears, on the first day of each month so long
      as any of the Obligations are outstanding and on the Maturity Date.

     

    (e)  Minimum
      Borrowing Fee.
      A
      minimum borrowing fee (the "Minimum
      Borrowing Fee")
      equal
      to the excess, if any, of (i) interest which would have been payable in
      respect of each period set forth in Section 6(e)(i) of Schedule A if,
      at all times during such period, the principal balance of the Loans were equal
      to the Minimum Loan Amount over (ii) the actual interest payable in respect
      of such period, which fee shall be fully earned as of the last day of such
      period and payable on the date set forth in Section 6(e)(ii) of
      Schedule A and on the Maturity Date, commencing with the immediately
      following period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    (f)  Success
      Fee.
      A
      success fee (the "Success
      Fee")
      in the
      amount set forth in Section 6(f) of Schedule A, which shall be fully
      earned as of the date of this Agreement and payable as set forth in
      Section 6(f) of Schedule A.

     

    (g)  Shares.
      Shares
      of the capital stock of Titan Global Holdings, Inc. (the "Shares"),
      as
      summarized in Section 6(g) of Schedule A and as more fully set forth
      in a separate stock purchase agreement executed by Borrowers contemporaneously
      with this Agreement.

     

    (h)  Credit
      Accommodation Fees.
      The fees
      relating to Credit Accommodations (or guaranties thereof by Lender) in the
      amount set forth in Section 6(i) of Schedule A (the "Credit
      Accommodation Fees"),
      payable, in arrears, on the first day of each month so long as any of the
      Obligations are outstanding and on the Maturity Date, plus all costs and fees
      charged by the issuer, payable as and when such costs and fees are
      charged.

     

    (i)  Administration
      Fee.
      A
      monthly administration fee (the "Administration
      Fee")
      in the
      amount set forth in Section 6(k) of Schedule A, in consideration of Lender's
      administration of collateral and other matters pursuant to this Agreement for
      each month (or part thereof) which shall be fully earned as of, and payable
      in
      advance on the date of this Agreement and on the first day of each month
      thereafter so long as any of the Obligations are outstanding through the payment
      due December 1, 2007.

     

    2.3  Computation
      of Interest and Fees.

     

    All
      interest and fees shall be calculated daily on the closing balances in the
      Loan
      Account based on the actual number of days elapsed in a year of 360 days. For
      purposes of calculating interest and fees, if the outstanding daily principal
      balance of the Revolving Loans is a credit balance, such balance shall be deemed
      to be zero.

     

    2.4  Loan
      Account; Monthly Accountings.

     

    Lender
      shall maintain a loan account for Borrowers collectively and each Borrower
      individually, reflecting all advances, charges, expenses and payments made
      pursuant to this Agreement (collectively, the "Loan
      Account"),
      and
      shall provide Borrowers with a monthly accounting reflecting the activity in
      the
      Loan Account as soon as reasonably practicable. Each accounting shall be deemed
      correct, accurate and binding on Borrowers and an account stated (except for
      reverses and reapplications of payments made and corrections of errors
      discovered by Lender), unless Borrowers notify Lender in writing to the contrary
      within sixty days after such account is rendered, describing the nature of
      any
      alleged errors or omissions. However, Lender's failure to maintain the Loan
      Account or to provide any such accounting shall not affect the legality or
      binding nature of any of the Obligations. Interest, fees and other monetary
      Obligations due and owing under this Agreement (including fees and other amounts
      paid by Lender to issuers of Credit Accommodations) may, in Lender's discretion,
      be charged to the Loan Account, and will thereafter be deemed to be Revolving
      Loans and will bear interest at the same rate as other Revolving
      Loans.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

     

    
      	3.  	
              SECURITY
                INTEREST.

            


    

     

    3.1  Grant
      of Security Interest.

     

    To
      secure
      the full payment and performance of all of the Obligations, each Borrower hereby
      assigns to Lender and grants to Lender a continuing security interest in the
      following property of such
      Borrower,
      whether
      tangible or intangible, now or hereafter owned, existing, acquired or arising
      and wherever now or hereafter located, and whether or not eligible for lending
      purposes: (i) all Accounts (whether or not Eligible Accounts) and all Goods
      whose sale, lease or other disposition by such Borrower has given rise to
      Accounts and have been returned to, or repossessed or stopped in transit by,
      such Borrower; (ii) all Chattel Paper, Instruments, Documents and General
      Intangibles (including all patents, patent applications, trademarks, trademark
      applications, trade names, trade secrets, goodwill, copyrights, copyright
      applications, registrations, licenses, software, franchises, customer lists,
      tax
      refund claims (including without limitation, the Tax Refunds), claims against
      carriers and shippers, guarantee claims, contracts rights, payment intangibles,
      security interests, security deposits and rights to indemnification);
      (iii) all Inventory (whether or not Eligible Inventory); (iv) all
      Goods (other than Inventory), including Equipment (whether or not Eligible
      Equipment), vehicles and Fixtures; (v) all Investment Property;
      (vi) all Deposit Accounts, bank accounts, deposits and cash; (vii) all
      Letter-of-Credit Rights; (viii) all Commercial Tort Claims listed in
      Section 14 of Schedule A; (ix) all Supporting Obligations;
      (x) any other property of such Borrower now or hereafter in the possession,
      custody or control of Lender or any agent or any parent, Affiliate or Subsidiary
      of Lender or any participant with Lender in the Loans, for any purpose (whether
      for safekeeping, deposit, collection, custody, pledge, transmission or
      otherwise) and (xi) all additions and accessions to, substitutions for, and
      replacements, products and Proceeds of the foregoing property, including
      proceeds of all insurance policies insuring the foregoing property, and all
      of
      such Borrower’s books and records relating to any of the foregoing and to such
      Borrower’s business.

     

    3.2  Possessory
      Collateral.

     

    Immediately
      upon any Borrower's receipt of any portion of the Collateral evidenced by an
      agreement, Instrument or Document, including any Tangible Chattel Paper and
      any
      Investment Property consisting of certificated securities, such Borrower shall
      deliver the original thereof to Lender together with an appropriate endorsement
      or other specific evidence of assignment thereof to Lender (in form and
      substance acceptable to Lender). If an endorsement or assignment of any such
      items shall not be made for any reason, Lender is hereby irrevocably authorized,
      as such Borrower's attorney and agent-in-fact, to endorse or assign the same
      on
      such Borrower's behalf.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    3.3  Preservation
      of Collateral and Perfection of Security Interest Therein.

     

    Each
      Borrower shall, at Lender's request, at any time and from time to time,
      authenticate, execute and deliver to Lender such financing statements, documents
      and other agreements and instruments (and pay the cost of filing or recording
      the same in all public offices deemed necessary or desirable by Lender) and
      do
      such other acts and things or cause third parties to do such other acts and
      things as Lender may deem necessary or desirable in its sole discretion in
      order
      to establish and maintain a valid, attached and perfected security interest
      in
      the Collateral in favor of Lender (free and clear of all other liens, claims,
      encumbrances and rights of third parties whatsoever, whether voluntarily or
      involuntarily created, except Permitted Liens) to secure payment of the
      Obligations and to facilitate the collection of the Collateral. Each Borrower
      authorizes Lender to file, transmit, or communicate, as applicable, financing
      statements and amendments describing the Collateral as "all personal property
      of
      debtor" or "all assets of debtor" or words of similar effect, in order to
      perfect Agent's security interest in the Collateral without any Borrower's
      signature. Each Borrower also hereby ratifies its authorization for Lender
      to
      have filed in any jurisdiction any financing statements filed prior to the
      date
      hereof.

     

    
      	4.  	
              ADMINISTRATION.

            


    

     

    4.1  Lock
      Boxes.

     

    Borrowers
      will, at their expense, establish (and revise from time to time as Lender may
      require) procedures acceptable to Lender, in Lender's sole discretion, for
      the
      collection of checks, wire transfers and other proceeds of Accounts
      ("Account
      Proceeds"),
      which
      may include directing all Account Debtors to send all such proceeds directly
      to
      a post office box designated by Lender either in the name of the applicable
      Borrower (but as to which Lender has exclusive access) or, at Lender's option,
      in the name of Lender (a "Lock
      Box").
      Each
      Borrower agrees to execute, and to cause its depository banks to execute, such
      Lock Box agreements and other documentation as Lender shall require from time
      to
      time in connection with the foregoing.

     

    4.2  Remittance
      of Proceeds and Tax Refunds.

     

    Except
      as
      provided in Section 4.1, all Proceeds arising from (a) the sale or
      other disposition of any Collateral or (b) Tax Refunds shall be delivered,
      in kind, by each Borrower to Lender in the original
      form
      in which received by such Borrower not later than the following Business Day
      after receipt by such Borrower. Until so delivered to Lender, each Borrower
      shall hold such Proceeds separate and apart from such Borrower's other funds
      and
      property in an express trust for Lender. Nothing in this Section 4.2 shall
      limit the restrictions on disposition of Collateral set forth elsewhere in
      this
      Agreement.

     

    4.3  Application
      of Payments.

     

    Lender
      may, in its sole discretion, apply, reverse and re-apply all cash and non-cash
      Proceeds of Collateral or other payments received with respect to the
      Obligations, in such order and manner as Lender shall determine, whether or
      not
      the Obligations are due, and whether before or after the occurrence of a Default
      or an Event of Default. For purposes of determining Availability, such amounts
      will be credited to the Loan Account and the Collateral balances to which they
      relate upon Lender's receipt of an advice from Lender's Bank (set forth in
      Section 11 of Schedule A) that such items have been credited to
      Lender's account at Lender's Bank (or upon Lender's deposit thereof at Lender's
      Bank in the case of payments received by Lender in kind), in each case subject
      to final payment and collection.
      However, for purposes of computing interest on the Obligations, such items
      shall
      be deemed applied by Lender five Business Days after Lender's receipt of advice
      of deposit thereof at Lender's Bank.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    4.4  Notification;
      Verification.

     

    Lender
      or
      its designee may, from time to time, whether or not a Default or Event of
      Default has occurred: (i) verify directly with the Account Debtors the
      validity, amount and other matters relating to the Accounts and Chattel Paper,
      by means of mail, telephone or otherwise, either in the name of any Borrower
      or
      Lender or such other name as Lender may choose; (ii) notify Account Debtors
      that Lender has a security interest in the Accounts and that payment thereof
      is
      to be made directly to Lender; and (iii) demand, collect or enforce payment
      of any Accounts and Chattel Paper (but without any duty to do so).

     

    4.5  Power
      of Attorney.

     

    Each
      Borrower hereby grants to Lender an irrevocable power of attorney, coupled
      with
      an interest, authorizing and permitting Lender (acting through any of its
      officers, employees,
      attorneys or agents), at any time (whether or not a Default or Event of
      Default has occurred and is continuing, except as expressly provided below),
      at
      Lender's option, but without obligation, with or without notice to such
      Borrower, and at Borrowers' expense, to do any or all of the following, in
      such
      Borrower's name or otherwise: (i) execute on behalf of such Borrower any
      documents that Lender may, in its sole discretion, deem advisable in order
      to
      perfect and maintain Lender's security interests in the Collateral, to exercise
      a right of such Borrower or Lender, or to fully consummate all the transactions
      contemplated by this Agreement and the other Loan Documents (including such
      financing statements and continuation financing statements, and amendments
      thereto, as Lender shall deem necessary or appropriate) and to file as a
      financing statement any copy of this Agreement or any financing statement signed
      by such Borrower; (ii) execute on behalf of such Borrower any document
      exercising, transferring or assigning any option to purchase, sell or otherwise
      dispose of or lease (as lessor or lessee) any real or personal property which
      is
      part of the Collateral or in which Lender has an interest; (iii) execute on
      behalf of such Borrower any invoices relating to any Accounts, any draft against
      any Account Debtor, any proof of claim in bankruptcy, any notice of Lien or
      claim, and any assignment or satisfaction of mechanic's, materialman's or other
      Lien; (iv) execute on behalf of such Borrower any notice to any Account
      Debtor; (v) receive and otherwise take control in any manner of any cash or
      non-cash items of payment or Proceeds of Collateral; (vi) endorse such
      Borrower's name on all checks and other forms of remittances received by Lender;
      (vii) pay, contest or settle any Lien, charge, encumbrance, security
      interest and adverse claim in or to any of the Collateral, or any judgment
      based
      thereon, or otherwise take any action to terminate or discharge the same;
      (viii) after the occurrence of a Default or Event of Default, grant
      extensions of time to pay, compromise claims relating to, and settle Accounts,
      Chattel Paper and General Intangibles for less than face value and execute
      all
      releases and other documents in connection therewith; (ix) pay any sums
      required on account of such Borrower's taxes or to secure the release of any
      Liens therefor; (x) pay any amounts necessary to obtain, or maintain in
      effect, any of the insurance described in Section 5.14; (xi) settle
      and adjust, and give releases of, any insurance claim in an amount in excess
      of
      $50,000 (or upon the occurrence and during the continuance of an Event of
      Default, any insurance claim regardless of its amount) that relates to any
      of
      the Collateral and obtain payment therefor; (xii) instruct any third party
      having custody or control of any Collateral or books or records belonging to,
      or
      relating to, such Borrower to give Lender the same rights of access and other
      rights with respect thereto as Lender has under this Agreement;
      (xiii) after the occurrence of a Default or Event of Default, change the
      address for delivery of such Borrower's mail and receive and open all mail
      addressed to such Borrower; and (xiv) endorse or assign to Lender on such
      Borrower's behalf any portion of Collateral evidenced by an agreement,
      Instrument or Document if an endorsement or assignment of any such items is
      not
      made by such Borrower pursuant to Section 3.2. Any and all sums paid, and
      any and all costs, expenses, liabilities, obligations and reasonable attorneys'
      fees incurred, by Lender with respect to the foregoing shall be added to and
      become part of the Obligations, shall be payable on demand, and shall bear
      interest at a rate equal to the highest interest rate applicable to any of
      the
      Obligations. Borrowers agree that Lender's rights under the foregoing power
      of
      attorney or any of Lender's other rights under this Agreement or the other
      Loan
      Documents shall not be construed to indicate that Lender is in control of the
      business, management or properties of Borrowers.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    4.6  Disputes.

     

    Borrowers
      shall promptly notify Lender of all disputes or claims relating to Accounts
      and
      Chattel Paper. Borrowers will not, without Lender's prior written consent,
      compromise or settle any Account or Chattel Paper for less than the full amount
      thereof, grant any extension of time of payment of any Account or Chattel Paper,
      release (in whole or in part) any Account Debtor or other person liable for
      the
      payment of any Account or Chattel Paper or grant any credits, discounts,
      allowances,
      deductions, return authorizations or the like with respect to any Account or
      Chattel Paper; except that prior to the occurrence of an Event of Default,
      Borrowers may take any of such actions in the ordinary course of its business,
      provided
      that
      Borrowers promptly report the same to Lender.

     

    4.7  Invoices.

     

    At
      Lender's request, each Borrower will cause all invoices and statements which
      it
      sends to Account Debtors or other third parties to be marked, in a manner
      satisfactory to Lender, to reflect
      Lender's security interest therein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    4.8  Inventory.

     

    (a)  Returns.
      Provided
      that no Event of Default has occurred and is continuing, if any Account Debtor
      returns any Inventory to a Borrower in the ordinary course of its business,
      Borrower will promptly upon issuing any credit memorandum in an amount in excess
      of $10,000 to the Account Debtor in an appropriate amount, send a copy thereof
      to Lender. After the occurrence of an Event of Default, no Borrower will accept
      any return without Lender's prior written consent. If an Event of Default has
      occurred, Borrowers will (i) hold the returned Inventory in trust for
      Lender; (ii) segregate all returned Inventory from all of Borrowers' other
      property; and (iii) conspicuously label the returned Inventory as Lender's
      property. Regardless of whether an Event of Default has occurred, Borrowers
      will
      immediately notify Lender of the return of such Inventory, specifying the reason
      for such return, the location and the condition of the returned Inventory and,
      at Lender's request, deliver such returned Inventory to Lender at an address
      specified by Lender.

     

    (b)  Other
      Covenants.
      Borrowers will not, without Lender's prior written consent, (i) store any
      Inventory with any warehouseman or other third party other than as set forth
      in
      Sections 9(a)(4), 9(b)(4), 9(c)(4), 9(d)(4), 9(e)(4), 9(f)(4) or 9(g)(4) of
      Schedule A or (ii) sell any Inventory on a sale-or-return, guaranteed
      sale, consignment, or other contingent basis. All of the Inventory has been
      produced only in accordance with the Fair Labor Standards Act of 1938 and all
      rules, regulations and orders promulgated thereunder.

     

    4.9  Access
      to Collateral, Books and Records.

     

    At
      reasonable times, and on two Business Day's notice prior to the occurrence
      of a
      Default or an Event of Default and at any time and with or without notice after
      the occurrence
      of
      a Default or an Event of Default, Lender or its agents shall have the right
      to
      inspect the Collateral, and the right to examine and copy each Borrower's books
      and records. Lender shall take reasonable steps to keep confidential all
      information obtained in any such inspection or examination, but Lender shall
      have the right to disclose any such information to its auditors, regulatory
      agencies, attorneys and participants, and pursuant to any subpoena or other
      legal process. Each Borrower agrees to give Lender access to any or all of
      such
      Borrower's premises to enable Lender to conduct such inspections and
      examinations. Such inspections and examinations shall be at Borrowers' expense
      and the charge therefor shall be $1,000 per person per day (or such higher
      amount as shall represent Lender's then current standard charge), plus
      reasonable out-of-pocket expenses. Lender may, at Borrowers' expense, use each
      Borrower's personnel, computer and other equipment, programs, printed output
      and
      computer readable media, supplies and premises for the collection, sale or
      other
      disposition of Collateral to the extent Lender, in its sole discretion, deems
      appropriate. Each Borrower hereby irrevocably authorizes all accountants and
      third parties to disclose and deliver to Lender, at Borrowers' expense, all
      financial information, books and records, work papers, management reports and
      other information in their possession regarding each Borrower. No Borrower
      will
      enter into any agreement with any accounting firm, service bureau or third
      party
      to store such Borrower's books or records at any location other than Borrowers'
      Address without first obtaining Lender's written consent (which consent may
      be
      conditioned upon such accounting firm, service bureau or other third party
      agreeing to give Lender the same rights with respect to access to books and
      records and related rights as Lender has under this Agreement).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

     

    
      	5.  	
              REPRESENTATIONS,
                WARRANTIES AND COVENANTS.

            


    

     

    To
      induce
      Lender to enter into this Agreement, each Borrower represents, warrants and
      covenants as follows (it being understood that (i) each such representation
      and warranty will be deemed remade as of the date on which each Loan is made
      and
      each Credit Accommodation is provided and shall not be affected by any knowledge
      of, or any investigation by, Lender, and (ii) the accuracy of each such
      representation, warranty and covenant will be a condition to each Loan and
      Credit Accommodation):

     

    5.1  Existence
      and Authority.

     

    Titan
      Global Holdings, Inc. is duly organized, validly existing and in good standing
      under the laws of the State of Utah
      and
      its state organizational identification number is __________. Titan PCB West,
      Inc. is duly organized, validly existing and in good standing under the laws
      of
      the State of Delaware and its state organizational identification number is
      __________. Titan PCB East, Inc. is duly organized, validly existing and in
      good
      standing under the laws of the State of Delaware and its state organizational
      identification number is __________. Oblio Telecom, Inc. is duly organized,
      validly existing and in good standing under the laws of the State of Delaware
      and its state organizational identification number is __________. Titan Wireless
      Communications, Inc. is duly organized, validly existing and in good standing
      under the laws of the State of Delaware and
      its
      state organizational identification number is __________. Start Talk Inc. is
      duly organized, validly existing and in good standing under the laws of the
      State of Delaware and its state organizational identification number is
      __________. Pinless, Inc. is duly organized, validly existing and in good
      standing under the laws of the State of Texas and its state organizational
      identification number is __________. Each Borrower is qualified and licensed
      to
      do business in all jurisdictions in which any failure to do so would have a
      material adverse effect on such Borrower. The execution, delivery and
      performance by Borrowers of this Agreement and all of the other Loan Documents
      have been duly and validly authorized, do not violate any Borrower's articles
      or
      certificate of incorporation, by-laws or other organizational documents, or
      any
      law or any agreement or instrument or any court order which is binding upon
      any
      Borrower or its property, do not constitute grounds for acceleration of any
      indebtedness or obligation under any agreement or instrument which is binding
      upon any Borrower or its property, and do not require the consent of any Person.
      This Agreement and such other Loan Documents have been duly executed and
      delivered by, and are enforceable against, each Borrower, and all other Obligors
      who have signed them, in accordance with their respective terms.
      Sections 9(a)(7), 9(b)(7), 9(c)(7), 9(d)(7), 9(e)(7), 9(f)(7) and 9(g)(7)
      and Sections 9(a)(8), 9(b)(8), 9(c)(8), 9(d)(8), 9(e)(8), 9(f)(8) and
      9(g)(8) of Schedule A set forth the ownership of each Borrower and the
      names and ownership of each Borrower's Subsidiaries as of the date of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    5.2  Name;
      Trade Names and Styles.

     

    The
      name
      of each Borrower set forth in the heading to this Agreement is its correct
      and
      complete legal name as of the date hereof. Listed in Sections 9(a)(1),
      9(b)(1), 9(c)(1), 9(d)(1), 9(e)(1), 9(f)(1) and 9(g)(1), Sections 9(a)(2),
      9(b)(2), 9(c)(2), 9(d)(2), 9(e)(2), 9(f)(2) and 9(g)(2) and
      Sections 9(a)(1), 9(b)(1), 9(c)(1), 9(d)(1), 9(e)(1), 9(f)(1) and 9(g)(1)
      of Schedule A are all prior names of each Borrower and all of each
      Borrower's present and prior trade names. Each Borrower shall give Lender at
      least thirty days' prior written notice before changing its name or doing
      business under any other name. Each Borrower has complied with all laws relating
      to the conduct of business under a fictitious business name. Each Borrower
      represents and warrants that (i) each trade name does not refer to another
      corporation or other legal entity;
      and (ii) all Accounts invoiced under any such trade names are owned
      exclusively by such Borrower and are subject to the security interest of Lender
      and the other terms of this Agreement.

     

    5.3  Title
      to Collateral; Permitted Liens.

     

    Borrowers
      have good and marketable title to the Collateral.
      The Collateral now is and will remain free and clear of any and all liens,
      charges, security interests, encumbrances and adverse claims, except for
      Permitted Liens. Lender now has, and will continue to have, a first-priority
      perfected and enforceable security interest in all of the Collateral, subject
      only to the Permitted Liens, and Borrowers will at all times defend Lender
      and
      the Collateral against all claims of others. None of the Collateral which is
      Equipment is or will be affixed to any real property in such a manner, or with
      such intent, as to become a fixture. Except for leases or subleases as to which
      any Borrower has delivered to Lender a landlord's waiver in form and substance
      satisfactory to Lender, no Borrower is a lessee or sublessee under any real
      property lease or sublease pursuant to which the lessor or sublessor may obtain
      any rights in any of the Collateral, and no such lease or sublease now
      prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair
      or condition, any Borrower's right to remove any Collateral from the premises.
      Except for warehouses as to which any Borrower has delivered to Lender a
      warehouseman's waiver in form and substance satisfactory to Lender, no Borrower
      is a bailor of any Goods at any warehouse under an arrangement pursuant to
      which
      the warehouseman may obtain any rights in any of the Collateral. Prior to
      causing or permitting any Collateral to be located upon premises in which any
      third party has an interest (whether as owner, mortgagee, beneficiary under
      a
      deed of trust, lienholder or otherwise), Borrowers shall, whenever requested
      by
      Lender, cause each such third party to execute and deliver to Lender, in form
      and substance acceptable to Lender, such waivers and subordinations as Lender
      shall specify, so as to ensure that Lender's rights in the Collateral are,
      and
      will continue to be, superior to the rights of any such third party. Borrowers
      will keep in full force and effect, and will comply with all the terms of,
      any
      lease of real property where any of the Collateral now or in the future may
      be
      located.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    5.4  Accounts
      and Chattel Paper.

     

    As
      of
      each date reported by Borrowers, all Accounts which Borrowers have reported
      to
      Lender as being Eligible Accounts comply in all respects with the criteria
      for
      eligibility established by Lender and in effect at such time. All Accounts
      and
      Chattel Paper are genuine and in all respects what they purport to be, arise
      out
      of a completed, bona fide and unconditional
      and non-contingent sale and delivery of goods or rendition of services by
      Borrowers in the ordinary course of its business and in accordance with the
      terms and conditions of all purchase orders, contracts or other documents
      relating thereto, each Account Debtor thereunder had the capacity to contract
      at
      the time any contract or other document giving rise to such Accounts and Chattel
      Paper were executed, and the transactions giving rise to such Accounts and
      Chattel Paper comply with all applicable laws and governmental rules and
      regulations.

     

    5.5  Electronic
      Chattel Paper.

     

    To
      the
      extent that any Borrower obtains or maintains any Electronic Chattel Paper,
      such
      Borrower shall create, store and assign the record or records comprising the
      Electronic Chattel Paper in such a manner that (i) a single authoritative
      copy of the record or records exists which is unique, identifiable and except
      as
      otherwise provided below, unalterable, (ii) the authoritative copy
      identifies Lender as the assignee of the record or records, (iii) the
      authoritative copy is communicated to and maintained by the Lender or its
      designated custodian, (iv) copies or revisions that add or change an
      identified assignee of the authoritative copy can only be made with the
      participation of Lender, (v) each copy of the authoritative copy and any
      copy of a copy is readily identifiable as a copy that is not the authoritative
      copy and (vi) any revision of the authoritative copy is readily
      identifiable as an authorized or unauthorized revision.

     

    5.6  Investment
      Property.

     

    Borrowers
      will take any and all actions required or requested by Lender, from time to
      time, to (i) cause Lender to obtain exclusive control of any Investment
      Property in a manner acceptable to Lender and (ii) obtain from any issuers
      of Investment Property and such other Persons
      as
      Lender shall specify, for the benefit of Lender, written confirmation of
      Lender's exclusive control over such Investment Property and take such other
      actions as Lender may request to perfect Lender's security interest in such
      Investment Property. For purposes of this Section 5.6, Lender shall have
      exclusive control of Investment Property if (A) pursuant to
      Section 3.2, such Investment Property consists of certificated securities
      and the applicable Borrower delivers such certificated securities to Lender
      (with appropriate endorsements if such certificated securities are in registered
      form); (B) such Investment Property consists of uncertificated securities
      and either (x) such Borrower delivers such uncertificated securities to
      Lender or (y) the issuer thereof agrees, pursuant to documentation in form
      and substance satisfactory to Lender, that it will comply with instructions
      originated by Lender without further consent by such Borrower, and (C) such
      Investment Property consists of security entitlements and either (x) Lender
      becomes the entitlement holder thereof or (y) the appropriate securities
      intermediary agrees, pursuant to documentation
      in form and substance satisfactory to Lender, that it will comply with
      entitlement orders originated by Lender without further consent by such
      Borrower.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    5.7  Commercial
      Tort Claims.

     

    No
      Borrower has any Commercial Tort Claims pending other than those listed in
      Section 14 of Schedule A, and Borrowers shall promptly notify Lender in
      writing upon incurring or otherwise obtaining a Commercial Tort Claim after
      the
      date hereof against any third party. Such notice shall constitute Borrowers'
      authorization to amend such Section 14 to add such Commercial Tort
      Claim.

     

    5.8  State
      of Organization; Location of Collateral.

     

    Each
      Borrower's
      Address is such Borrower's chief executive office and the location of its books
      and records. In addition, except as provided in the immediately following
      sentence, Borrowers have places of business and Collateral located only at
      the
      locations set forth on Sections 9(a)(4),
      9(b)(4), 9(c)(4), 9(d)(4), 9(e)(4), 9(f)(4) and 9(g)(4) and
      Sections 9(a)(5), 9(b)(5), 9(c)(5), 9(d)(5), 9(e)(5), 9(f)(5) and
      9(g)(5)
      of
      Schedule A. Borrowers will give Lender at least thirty days' prior written
      notice before changing a Borrower's state of organization, opening any
      additional place of business, changing its chief executive office or the
      location of its books and records, or moving any of the Collateral to a location
      other than a Borrower's Address or one of the locations set forth in
      Sections 9(a)(4), 9(b)(4), 9(c)(4), 9(d)(4), 9(e)(4), 9(f)(4) and 9(g)(4)
      and Sections 9(a)(5), 9(b)(5), 9(c)(5), 9(d)(5), 9(e)(5), 9(f)(5) and
      9(g)(5) of Schedule A, and will execute and deliver all financing
      statements and other agreements, instruments and documents which Lender shall
      require as a result thereof.

     

    5.9  Financial
      Condition, Statements and Reports.

     

    All
      financial statements delivered to Lender by or on behalf of Borrowers have
      been
      prepared in conformity with GAAP and completely and fairly reflect the financial
      condition of each Borrower, at the times and for the periods therein stated.
      Between the last date covered by any such financial statement provided to Lender
      and the date hereof (or, with respect to the remaking of this representation
      in
      connection with the making of any Loan or the providing of any Credit
      Accommodation, the date such Loan is made or such Credit Accommodation is
      provided) there has been no material adverse change in the financial condition
      or business of any Borrower or Borrowers taken as a whole. Each Borrower is
      solvent and able to pay its debts as they come due, and has sufficient capital
      to carry on its business as now conducted
      and as proposed to be conducted. All schedules, reports and other information
      and documentation delivered by Borrowers to Lender with respect to the
      Collateral are, or when delivered will be, true, correct and complete as of
      the
      date delivered or the date specified therein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    5.10  Tax
      Returns and Payments; Pension Contributions.

     

    Except
      as
      otherwise disclosed, each Borrower has timely filed all tax returns
      and reports required by applicable law, has timely paid all applicable taxes,
      assessments, deposits and contributions owing by such Borrower and will timely
      pay all such items in the future as they became due and payable. Each Borrower
      will diligently pursue the collection of all Tax Refunds to the fullest extent
      permitted by law. Each Borrower may, however, defer payment of any contested
      taxes; provided,
      that
      such Borrower (i) in good faith contests its obligation to pay such taxes
      by appropriate proceedings promptly and diligently instituted and conducted;
      (ii) notifies Lender in writing of the commencement of, and any material
      development in, the proceedings; (iii) posts bonds or takes any other steps
      required to keep the contested taxes from becoming a Lien upon any of the
      Collateral and (iv) maintains adequate reserves therefor in conformity with
      GAAP. Borrowers are unaware of any claims or adjustments proposed for any of
      any
      Borrower's prior tax years that could result in additional taxes becoming due
      and payable by any Borrower. Each Borrower has paid, and shall continue to
      pay,
      all amounts necessary to fund all present and future pension, profit sharing
      and
      deferred compensation plans in accordance with their terms, and no Borrower
      has
      withdrawn from participation in, permitted partial or complete termination
      of,
      or permitted the occurrence of any other event with respect to, any such plan
      which could result in any liability of any Borrower, including any liability
      to
      the Pension Benefit Guaranty Corporation or any other governmental
      agency.

     

    5.11  Compliance
      with Laws.

     

    Each
      Borrower has complied in all material respects with all provisions of all
      applicable laws and regulations, including those relating to any Borrower's
      ownership of real or personal
      property, the conduct and licensing of any Borrower's business, the payment
      and
      withholding of taxes, ERISA and other employee matters, safety and environmental
      matters.

     

    5.12  Litigation.

     

    Sections 9(a)(6),
      9(b)(6), 9(c)(6), 9(d)(6), 9(e)(6), 9(f)(6) and 9(g)(6) of Schedule A
      disclose all claims, proceedings, litigation or investigations
      pending or (to the best of any Borrower's knowledge) threatened against any
      Borrower. There is no claim, suit, litigation, proceeding or investigation
      pending or (to the best of any Borrower's knowledge) threatened by or against
      or
      affecting any Borrower in any court or before any governmental agency (or any
      basis therefor known to any Borrower) which may result, either separately or
      in
      the aggregate, in any material adverse change in the financial condition or
      business of any Borrower, or in any material impairment in the ability of any
      Borrower to carry on its business in substantially the same manner as it is
      now
      being conducted. Borrowers will promptly inform Lender in writing of any claim,
      proceeding, litigation or investigation in the future threatened or instituted
      by or against any Borrower.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    5.13  Use
      of Proceeds.

     

    All
      proceeds of all Loans will be used solely for lawful business
      purposes.

     

    5.14  Insurance.

     

    Borrowers
      will at all times carry property, liability and other insurance, with
      insurers
      acceptable to Lender, in such form and amounts, and with such deductibles and
      other provisions, as Lender shall require, and Borrowers will provide Lender
      with evidence satisfactory to Lender that such insurance is, at all times,
      in
      full force and effect. Each property insurance policy shall name Lender as
      loss
      payee and shall contain a lender's loss payable endorsement in form acceptable
      to Lender, each liability insurance policy shall name Lender as an additional
      insured, and each business interruption insurance policy shall be collaterally
      assigned to Lender, all in form and substance satisfactory to Lender. All
      policies of insurance shall provide that they may not be cancelled or changed
      without at least thirty days' prior written notice to Lender, shall contain
      breach of warranty coverage, and shall otherwise be in form and substance
      satisfactory to Lender. Upon receipt of the proceeds of any such insurance,
      Lender will apply such proceeds in reduction of the Obligations as Lender shall
      determine in its sole discretion. Borrowers will promptly deliver to Lender
      copies of all reports made to insurance companies.

     

    5.15  Financial
      and Collateral Reports.

     

    Each
      Borrower has kept and will keep adequate records and books of account
      with respect to its business activities and the Collateral in which proper
      entries are made in accordance with GAAP reflecting all its financial
      transactions, and will cause to be prepared and furnished to Lender the
      following (all to be prepared in accordance with GAAP, unless Borrowers'
      certified public accountants concur in any change therein and such change is
      disclosed to Lender):

     

    (a)  Collateral
      Reports.
      On or
      before the fifteenth day of each month, an aging of each Borrower's Accounts,
      Chattel Paper and notes receivable, and, on a monthly basis, or more frequently
      as requested by Lender, Inventory reports, all in such form, and together with
      such additional certificates, schedules and other information with respect
      to
      the Collateral or the business of each Borrower or any Obligor, as Lender shall
      request; provided,
      that
      any Borrower's failure to execute and deliver the same shall not affect or
      limit
      Lender's security interests and other rights in any of the Accounts, nor shall
      Lender's failure to advance or lend against a specific Account affect or limit
      Lender's security interest and other rights therein. Together with each such
      schedule, Borrowers shall furnish Lender with copies (or, at Lender's request,
      originals) of all contracts, orders, invoices, and other similar documents,
      and
      all original shipping instructions, delivery receipts, bills of lading, and
      other evidence of delivery, for any goods the sale or disposition of which
      gave
      rise to such Accounts, and Borrowers warrant the genuineness of all of the
      foregoing. In addition, each Borrower shall deliver to Lender the originals
      of
      all Instruments, Chattel Paper, security agreements, guaranties and other
      documents and property evidencing or securing any Accounts, immediately upon
      receipt thereof and in the same form as received, with all necessary
      endorsements. Lender may destroy or otherwise dispose of all documents,
      schedules and other papers delivered to Lender pursuant to this Agreement (other
      than originals of Instruments, Chattel Paper, security agreements, guaranties
      and other documents and property evidencing or securing any Accounts) six months
      after Lender receives them, unless a Borrower requests their return in writing
      in advance and arranges for their return to such Borrower at Borrowers'
      expense;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    (b)  Annual
      Statements.
      Not
      later than 105 days after the close of each fiscal year of each Borrower,
      unqualified (except for a qualification for a change in accounting principles
      with which the accountant concurs) audited financial statements of Borrowers
      and
      their Subsidiaries as of the end of such year, on a consolidated and
      consolidating basis, certified by a firm of independent certified public
      accountants of recognized standing selected by Borrowers but acceptable to
      Lender, together with a copy of any management letter issued in connection
      therewith and a letter from such accountants acknowledging that Lender is
      relying on such financial statements;

     

    (c)  Interim
      Statements.
      Not
      later than thirty days after the end of each month hereafter, including the
      last
      month of each Borrower's fiscal year, unaudited interim financial statements
      of
      Borrowers and their Subsidiaries as of the end of such month and of the portion
      of Borrowers’ fiscal year then elapsed, on a consolidated and consolidating
      basis, certified by the principal financial officer of each Borrower as prepared
      in accordance with GAAP and fairly presenting the consolidated financial
      position and results of operations of such Borrower and its Subsidiaries for
      such month and period subject only to changes from audit and year-end
      adjustments and except that such statements need not contain notes;

     

    (d)  Projections,
      Etc.
      Such
      business projections, Availability projections, business plans, budgets and
      cash
      flow statements for each Borrower and its Subsidiaries as Lender shall request
      from time to time;

     

    (e)  Shareholder
      Reports, Etc.
      Promptly
      after the sending or filing thereof, as the case may be, copies of any proxy
      statements, financial statements or reports which each Borrower has made
      available to its shareholders and copies of any regular, periodic and special
      reports or registration statements which each Borrower files with the Securities
      and Exchange Commission or any governmental authority which may be substituted
      therefor, or any national securities exchange;

     

    (f)  ERISA
      Reports.
      Upon
      request by Lender, copies of any annual report to be filed pursuant to the
      requirements of ERISA in connection with each plan subject thereto;
      and

     

    (g)  Other
      Information.
      Such
      other data, appraisals and information (financial and otherwise) as Lender,
      from
      time to time, may reasonably request, bearing upon or related to the Collateral
      or each Borrower's and each of its Subsidiary's financial condition or results
      of operations.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    5.16  Litigation
      Cooperation.

     

    Should
      any third-party suit or proceeding be instituted by or against Lender with
      respect to any Collateral or in any manner relating to any Borrower, such
      Borrower shall, without expense to Lender, make available such Borrower and
      its
      officers, employees and agents, and such Borrower's
      books and records, without charge, to the extent that Lender may deem them
      reasonably necessary in order to prosecute or defend any such suit or
      proceeding.

     

    5.17  Maintenance
      of Collateral, Etc.

     

    Each
      Borrower will maintain all of its Equipment in good working condition, ordinary
      wear and tear excepted, and no Borrower will use the Collateral for any
      unlawful
      purpose. Borrowers will immediately advise Lender in writing of any material
      loss or damage to the Collateral and of any investigation, action, suit,
      proceeding or claim relating to the Collateral or which may result in an adverse
      impact upon any Borrower's business, assets or financial condition.

     

    5.18  Notification
      of Changes.

     

    Each
      Borrower will promptly notify Lender in writing of any change in its officers
      or
      directors, the opening of any new bank account or other deposit account, or
      any
      material adverse change in the business or financial affairs of such Borrower
      or
      the existence of any circumstance which would make any representation or
      warranty of any Borrower untrue in any material respect or constitute
      a
      material breach of any covenant of any Borrower.

     

    5.19  Further
      Assurances.

     

    Each
      Borrower agrees, at its expense, to take all actions, and execute or cause
      to be
      executed and delivered to Lender all promissory notes, security agreements,
      agreements with landlords, mortgagees and processors and other bailees,
      subordination and intercreditor agreements and other agreements, instruments
      and
      documents, as Lender may request from time to time to perfect and maintain
      Lender's security interests in the Collateral and to fully carry out the
      transactions contemplated by this Agreement.

     

    5.20  Negative
      Covenants.

     

    Except
      as
      set forth in Section 13 of Schedule A, no Borrower will, without
      Lender's prior written consent, (i) merge or consolidate with another
      Person, form any new Subsidiary or acquire any interest in any Person;
      (ii) acquire any assets except in the ordinary course of business and as
      otherwise permitted by this Agreement and the other Loan Documents;
      (iii) enter into any transaction outside the ordinary course of business;
      (iv) sell or transfer any Collateral or other assets, except that
      Borrowers
      may sell finished goods Inventory in the ordinary course of their business;
      (v) make any loans to, or investments in, any Affiliate or other Person in
      the form of money or other assets; (vi) incur any debt outside the ordinary
      course of business; (vii) guaranty or otherwise become liable with respect
      to the obligations of another party or entity; (viii) pay or declare any
      dividends or other distributions on any Borrower's stock, if such Borrower
      is a
      corporation (except for dividends payable solely in capital stock of such
      Borrower) or with respect to any equity interests, if such Borrower is not
      a
      corporation; (ix) redeem, retire, purchase or otherwise acquire, directly
      or indirectly, any of any Borrower's capital stock or other equity interests;
      (x) make any change in any Borrower's capital structure; (xi) dissolve
      or elect to dissolve; (xii) pay any principal or interest on any
      indebtedness owing to an Affiliate, (xiii) enter into any transaction with
      an Affiliate other than on arms-length terms disclosed to Lender in writing;
      (xiv) change the state of any Borrower's organization or enter into any
      transaction which has the effect of changing any Borrower's state of
      organization except as provided for in Section 5.8; or (xv) agree to
      do any of the foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    5.21  Financial
      Covenants.

     

    (a)  Capital
      Expenditures.
      Borrowers will not expend or commit to expend, directly or indirectly, for
      capital expenditures (including capital lease obligations) in excess of the
      amount set forth as the capital expenditure limitation in Section 8(a) of
      Schedule A in any fiscal year.

     

    (b)  Net
      Worth.
      Borrowers will at all times maintain a net worth of at least the amount set
      forth in Section 8(b) of Schedule A.

     

    (c)  Tangible
      Net Worth.
      Borrowers will at all times maintain a minimum tangible net worth of at least
      the amount set forth in Section 8(c) of Schedule A.

     

    (d)  Working
      Capital.
      Borrowers will at all times maintain working capital of at least the amount
      set
      forth in Section 8(d) of Schedule A.

     

    (e)  Net
      Losses.
      Borrowers will not permit their cumulative net loss to exceed the amount set
      forth in Section 8(e) of Schedule A.

     

    (f)  Net
      Income. Borrowers
      will not permit their cumulative net income to be less than the amount set
      forth
      in Section 8(f) of Schedule A.

     

    (g)  Leverage.
      Borrowers will not permit the ratio of their total liabilities to its net worth
      to exceed, at any time, the ratio set forth in Section 8(g) of
      Schedule A.

     

    (h)  Other
      Financial Covenants.
      Borrowers will comply with any additional financial covenants set forth in
      Section 8(j) of Schedule A.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    
      	6.  	
              RELEASE
                AND INDEMNITY.

            


    

     

    6.1  Release.

     

    Borrowers
      hereby release Lender and its Affiliates and their respective directors,
      officers, employees, attorneys and agents and any other Person affiliated with
      or representing Lender (the "Released
      Parties")
      from
      any and all liability arising from acts or omissions under or pursuant to this
      Agreement, whether based on errors of judgment or mistake of law or fact, except
      for those arising from gross negligence or willful misconduct. However, in
      no
      circumstance will any of the Released Parties be liable for lost profits or
      other special or consequential damages. Such release is made on the date hereof
      and remade upon each request for a Loan or Credit Accommodation by any Borrower.
      Without limiting the foregoing:

     

    (a)  Lender
      shall not be liable for (i) any shortage or discrepancy in, damage to, or
      loss or destruction of, any goods, the sale or other disposition of which gave
      rise to an Account; (ii) any error, act, omission, or delay of any kind
      occurring in the settlement, failure to settle, collection or failure to collect
      any Account; (iii) settling any Account in good faith for less than the
      full amount thereof; or (iv) any of any Borrower's obligations under any
      contract or agreement giving rise to an Account; and

     

    (b)  In
      connection with Credit Accommodations or any underlying transaction, Lender
      shall not be responsible for the conformity of any goods to the documents
      presented, the validity or genuineness of any documents, or any delay, default
      or fraud by any Borrower, shippers and/or any other Person. Borrowers agree
      that
      any action taken by Lender, if taken in good faith, or any action taken by
      an
      issuer of any Credit Accommodation, under or in connection with any Credit
      Accommodation, shall be binding on each Borrower and shall not create any
      resulting liability to Lender. In furtherance thereof, Lender shall have the
      full right and authority to clear and resolve any questions of non-compliance
      of
      documents, to give any instructions as to acceptance or rejection of any
      documents or goods, to execute for any Borrower's account any and all
      applications for steamship or airway guaranties, indemnities or delivery orders,
      to grant any extensions of the maturity of, time of payment for, or time of
      presentation of, any drafts, acceptances or documents, and to agree to any
      amendments, renewals, extensions, modifications, changes or cancellations of
      any
      of the terms or conditions of any of the Credit Accommodations or applications
      and other documentation pertaining thereto.

     

    6.2  Indemnity.

     

    Each
      Borrower hereby agrees to indemnify the Released Parties and hold them harmless
      from and against any and all claims, debts, liabilities, demands, obligations,
      actions, causes of action, penalties, costs and expenses (including attorneys'
      fees), of every nature, character and description,
      which the Released Parties may sustain or incur based upon or arising out of
      any
      of the transactions contemplated by this Agreement or the other Loan Documents
      or any of the Obligations, including any transactions or occurrences relating
      to
      the issuance of any Credit Accommodation, the Collateral relating thereto,
      any
      drafts thereunder and any errors or omissions relating thereto (including any
      loss or claim due to any action or inaction taken by the issuer of any Credit
      Accommodation) (and for this purpose any charges to Lender by any issuer of
      Credit Accommodations shall be conclusive as to their appropriateness and may
      be
      charged to the Loan Account), or any other matter, cause or thing whatsoever
      occurred, done, omitted or suffered to be done by Lender relating to Borrowers
      or the Obligations (except any such amounts sustained or incurred as the result
      of the gross negligence or willful misconduct of the Released Parties).
      Notwithstanding any provision in this Agreement to the contrary, the indemnity
      agreement set forth in this Section shall survive any termination of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    
      	7.  	
              TERM.

            


    

     

    7.1  Maturity
      Date.

     

    Lender's
      obligation to make Loans and to provide Credit Accommodations under this
      Agreement shall initially continue in effect for a term (the "Initial
      Term")
      from
      the date of this Agreement until the Initial Maturity Date set forth in
      Section 7 of Schedule A; provided,
      that
      the Initial Maturity Date shall automatically be extended (the Initial Maturity
      Date, as it may be so extended, being referred to as the "Maturity
      Date")
      for
      successive additional terms of one year each (each a "Renewal
      Term"),
      unless one party gives written notice to the other, not less than sixty days
      prior to the Maturity Date, that such party elects not to extend the Maturity
      Date. This Agreement and the other Loan Documents and Lender's security
      interests in and Liens upon the Collateral, and all representations, warranties
      and covenants of Borrowers contained herein and therein, shall remain in full
      force and effect after the Maturity Date until all of the monetary Obligations
      are indefeasibly paid in full.

     

    7.2  Early
      Termination.

     

    Lender's
      obligation to make Loans and to provide Credit Accommodations
      under this Agreement may be terminated prior to the Maturity Date as follows:
      (i) by Borrowers, effective thirty business days after written notice of
      termination is given to Lender or (ii) by Lender at any time after the
      occurrence of an Event of Default, without notice, effective immediately. If
      so
      terminated under this Section 7.2, Borrowers shall pay to Lender
      (i) an early termination fee (the "Early
      Termination Fee")
      in the
      amount set forth in Section 6(h) of Schedule A plus (ii) any
      earned but unpaid Facility Fee. Such fee shall be due and payable on the
      effective date of termination and thereafter shall bear interest at a rate
      equal
      to the highest rate applicable to any of the Obligations. In addition, if
      Borrowers so terminate and repay the Obligations without having provided Lender
      with at least thirty days' prior written notice thereof, Borrowers shall pay
      to
      Lender, on the effective date of termination, an additional amount equal to
      thirty days of interest at the applicable interest rate(s), based on the average
      outstanding amount of the Obligations for the six month period immediately
      preceding the date of termination. Notwithstanding the foregoing, in the event
      that Borrowers restructure the ownership of the PCB Subsidiaries into a separate
      entity, Lender may, in its sole discretion, at Borrowers’ request, bifurcate the
      Loans into two separate loan facilities (with the Loans and other terms
      apportioned between the two facilities in a manner acceptable to Lender in
      its
      sole discretion) and Borrowers shall pay to Lender a bifurcation fee (the
      "Bifurcation
      Fee")
      in
      connection therewith in the amount set forth in Section 6(j) of Schedule
      A.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    7.3  Payment
      of Obligations.

     

    On
      the
      Maturity Date or on any earlier effective date of termination,
      Borrowers shall pay in full all Obligations, whether or not all or any part
      of
      such Obligations are otherwise then due and payable. Without limiting the
      generality of the foregoing, if, on the Maturity Date or on any earlier
      effective date of termination, there are any outstanding Credit Accommodations,
      then on such date Borrowers shall provide to Lender cash collateral in an amount
      equal to 110% of the Credit Accommodation Balance to secure all of the
      Obligations (including estimated attorneys' fees and other expenses) relating
      to
      said Credit Accommodations or such greater percentage or amount as Lender
      reasonably deems appropriate, pursuant to a cash pledge agreement in form and
      substance satisfactory to Lender.

     

    7.4  Effect
      of Termination.

     

    No
      termination shall affect or impair any right or remedy of Lender or relieve
      Borrowers of any of the Obligations until all of the monetary Obligations
      have been indefeasibly paid in full. Upon indefeasible payment and performance
      in full of all of the monetary Obligations (and the provision of cash collateral
      with respect to any Credit Accommodation Balance as required by
      Section 7.3) and termination of this Agreement, Lender shall promptly
      deliver to Borrowers termination statements, requests for reconveyances and
      such
      other documents as may be reasonably required to terminate Lender's security
      interests in the Collateral.

     

    
      	8.  	
              EVENTS
                OF DEFAULT AND REMEDIES.

            


    

     

    8.1  Events
      of Default.

     

    The
      occurrence of any of the following events shall constitute an "Event
      of Default"
      under
      this Agreement, and Borrowers shall give Lender immediate written notice
      thereof: (i) if any warranty, representation, statement, report or
      certificate made or delivered to Lender by any Borrower or any of any Borrower's
      officers, employees or agents is untrue or misleading; (ii) if any Borrower
      fails to pay when due any principal or interest on any Loan or any other
      monetary Obligation; (iii) if any Borrower breaches any covenant or
      obligation contained in this Agreement or any other Loan Document or fails
      to
      perform any other non-monetary Obligation; (iv) if any levy, assessment,
      attachment, seizure, lien, security interest or encumbrance (other than a
      Permitted Lien) is made or permitted to exist on all or any part of the
      Collateral; (v) if one or more judgments aggregating in excess of $150,000,
      or any injunction or attachment, is obtained against any Borrower or any Obligor
      which remains unstayed for more than ten days or is enforced; (vi) the
      occurrence of any default under any financing agreement, security agreement
      or
      other agreement, instrument or document executed and delivered by (A) any
      Borrower with, or in favor of, any Person other than Lender or (B) any
      Borrower or any Affiliate of any Borrower with, or in favor of, Lender or any
      Affiliate of Lender; (vii) the dissolution, death, termination of existence
      in good standing, insolvency or business failure or suspension or cessation
      of
      business as usual of any Borrower or any Obligor (or of any general partner
      of
      any Borrower or any Obligor if it is a partnership) or the appointment of a
      receiver, trustee or custodian for all or any part of the property of, or an
      assignment for the benefit of creditors by any Borrower or any Obligor, or
      the
      commencement of any proceeding by any Borrower or any Obligor under any
      reorganization, bankruptcy, insolvency, arrangement, readjustment of debt,
      dissolution or liquidation law or statute of any jurisdiction, now or in the
      future in effect, or if any Borrower makes or sends a notice of a bulk transfer
      or calls a meeting of its creditors; (viii) the commencement of any
      proceeding against any Borrower or any Obligor under any reorganization,
      bankruptcy, insolvency, arrangement, readjustment of debt, dissolution or
      liquidation law or statute of any jurisdiction, now or in the future in effect;
      (ix) the actual or attempted revocation or termination of, or limitation or
      denial of liability upon, any guaranty of the Obligations, or any security
      document securing the Obligations, by any Obligor; (x) if any Borrower
      makes any payment on account of any indebtedness or obligation which has been
      subordinated to the Obligations other than as permitted in the applicable
      subordination agreement, or if any Person who has subordinated such indebtedness
      or obligations attempts to limit or terminate its subordination agreement;
      (xi) if there is any actual or threatened indictment of any Borrower or any
      Obligor under any criminal statute or commencement or threatened commencement
      of
      criminal or civil proceedings against any Borrower or any Obligor, pursuant
      to
      which the potential penalties or remedies sought or available include forfeiture
      of property of any Borrower or such Obligor having an aggregate value greater
      than or equal to $150,000; (xii) if there is a change in the record or
      beneficial ownership of an aggregate of more than 25% of the outstanding shares
      of stock of any Borrower (or partnership or membership interests if it is a
      partnership or limited liability company), in one or more transactions, compared
      to the ownership of outstanding shares of stock (or partnership or membership
      interests) of any Borrower as of the date hereof, without the prior written
      consent of Lender; (xiii) if there is any change in the chief executive
      officer, chief operating officer or chief financial officer of any Borrower,
      and
      a replacement acceptable to Lender is not appointed within ninety days;
      (xiv) if an Event of Default occurs under any Loan and Security Agreement
      between Lender and an Affiliate of any Borrower; or (xv) if Lender
      determines in good faith that the Collateral is insufficient to fully secure
      the
      Obligations or that the prospect of payment of performance of the Obligations
      is
      impaired.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    8.2  Remedies.

     

    Upon
      the
      occurrence of any Default, and at any time thereafter, Lender, at its option,
      may cease making Loans or otherwise extending credit to Borrowers under this
      Agreement or any other Loan Document.
      Upon the occurrence of an Event of Default, Lender may exercise from time to
      time any rights and remedies available to it under the UCC and any other
      applicable law in addition to, and not in lieu of, any rights and remedies
      expressly granted in this Agreement or in any of the other Loan Documents and
      all of Lender's rights and remedies shall be cumulative and non-exclusive to
      the
      extent permitted by law. In particular, but not by way of limitation of the
      foregoing, upon the occurrence of any Event of Default, and at any time
      thereafter, Lender, at its option, and without notice or demand of any kind
      (all
      of which are hereby expressly waived by Borrowers), may do any one or more
      of
      the following: (i) cease making Loans or otherwise extending credit to
      Borrowers under this Agreement or any other Loan Document; (ii) accelerate
      and declare all or any part of the Obligations to be immediately due, payable
      and performable, notwithstanding any deferred or installment payments allowed
      by
      any instrument evidencing or relating to any of the Obligations; (iii) take
      possession of any or all of the Collateral (in addition to Collateral of which
      it already has possession) wherever it may be found, and for that purpose each
      Borrower hereby authorizes Lender, without judicial process, to enter onto
      any
      of such Borrower's premises without interference to search for, take possession
      of, keep, store, or remove any of the Collateral, and remain (or cause a
      custodian to remain) on the premises in exclusive control thereof, without
      charge for so long as Lender deems it reasonably necessary in order to complete
      the enforcement of its rights under this Agreement or any other agreement;
      provided,
      that if
      Lender seeks to take possession of any of the Collateral by court process,
      each
      Borrower hereby irrevocably waives (A) any bond and any surety or security
      relating thereto required by law as an incident to such possession, (B) any
      demand for possession prior to the commencement of any suit or action to recover
      possession thereof and (C) any requirement that Lender retain possession
      of, and not dispose of, any such Collateral until after trial or final judgment;
      (iv) require Borrowers to assemble any or all of the Collateral and make it
      available to Lender at one or more places designated by Lender which are
      reasonably convenient to Lender and Borrowers, and to remove the Collateral
      to
      such locations as Lender may deem advisable; (v) complete the processing,
      manufacturing or repair of any Collateral prior to a disposition thereof and,
      for such purpose and for the purpose of removal, Lender shall have the right
      to
      use any Borrower's premises, vehicles and other Equipment and all other property
      without charge; (vi) sell, lease or otherwise dispose of any of the
      Collateral, in its condition at the time Lender obtains possession of it or
      after further manufacturing, processing or repair, at one or more public or
      private sales, in lots or in bulk, for cash, exchange or other property, or
      on
      credit (a "Sale"),
      and
      to adjourn any such Sale from time to time without notice other than oral
      announcement at the time scheduled for Sale (and, in connection therewith,
      (A) Lender shall have the right to conduct such Sale on any Borrower's
      premises without charge, for such times as Lender deems reasonable, on Lender's
      premises, or elsewhere, and the Collateral need not be located at the place
      of
      Sale; (B) Lender may directly or through any of its Affiliates purchase or
      lease any of the Collateral at any such public disposition, and if permissible
      under applicable law, at any private disposition and (C) any Sale of
      Collateral shall not relieve Borrowers of any liability Borrowers may have
      if
      any Collateral is defective as to title, physical condition or otherwise at
      the
      time of sale); (vii) demand payment of and collect any Accounts, Chattel
      Paper, Instruments and General Intangibles included in the Collateral and,
      in
      connection therewith, each Borrower irrevocably authorizes Lender to endorse
      or
      sign such Borrower's name on all collections, receipts, Instruments and other
      documents, to take possession of and open mail addressed to such Borrower and
      remove therefrom payments made with respect to any item of Collateral or
      Proceeds thereof and, in Lender's sole discretion, to grant extensions of time
      to pay, compromise claims and settle Accounts, General Intangibles and the
      like
      for less than face value; and (viii) demand and receive possession of any
      of any Borrower's federal and state income tax returns and the books and records
      utilized in the preparation thereof or relating thereto. Borrowers recognize
      that if any Borrower fails to perform, observe or discharge any of its
      Obligations under this Agreement or any of the Loan Documents, no remedy at
      law
      will provide adequate relief to Lender, and agree that Lender shall be entitled
      to temporary and permanent injunctive relief in any such case without the
      necessity of proving actual damages. Any notification of intended disposition
      of
      any of the Collateral required by law will be deemed to be a reasonable
      authenticated notification of disposition if given at least ten days prior
      to
      such disposition and such notice shall (i) describe Lender and the
      applicable Borrower(s), (ii) describe the Collateral that is the subject of
      the intended disposition, (iii) state the method of the intended
      disposition, (iv) state that the applicable Borrower(s) are entitled to an
      accounting of the Obligations and state the charge, if any, for an accounting
      and (v) state the time and place of any public disposition or the time
      after which any private sale is to be made. Lender may disclaim any warranties
      that might arise in connection with the sale, lease or other disposition of
      the
      Collateral and has no obligation to provide any warranties at such time. Any
      Proceeds of any disposition by Lender of any of the Collateral may be applied
      by
      Lender to the payment of expenses in connection with the Collateral, including
      legal expenses and reasonable attorneys' fees, and any balance of such Proceeds
      may be applied by Lender toward the payment of such of the Obligations, and
      in
      such order of application, as Lender may from time to time elect. In addition
      to
      the foregoing remedies, upon the occurrence of any Event of Default resulting
      from a breach of any of the financial covenants set forth in Section 5.21,
      Lender may, at its option, upon not less than ten days' prior notice to
      Borrowers, reduce any or all of the Advance Rates set forth in Section 1(b)
      of Schedule A to the extent Lender, in its sole discretion, deems
      appropriate. Exercise or partial exercise by Lender of one or more of its rights
      or remedies shall not be deemed an election or bar Lender from subsequent
      exercise or partial exercise of any other rights or remedies. The failure or
      delay of Lender to exercise any rights or remedies shall not operate as a waiver
      thereof, but all rights and remedies shall continue in full force and effect
      until all of the Obligations have been fully paid and performed. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    8.3  Application
      of Proceeds.

     

    Subject
      to any application required by law, all Proceeds realized as the result of
      any
      Sale shall be applied by Lender to the Obligations in such order as Lender
      shall
      determine in its sole discretion. Any surplus shall be paid to Borrowers or
      other persons legally entitled thereto; but Borrowers shall remain liable to
      Lender for any deficiency. If Lender, in its sole discretion, directly or
      indirectly enters into a deferred payment or other credit transaction with
      any
      purchaser at any Sale, Lender shall have the option, exercisable at any time,
      in
      its sole discretion, of either reducing the Obligations by the principal amount
      of the purchase price or deferring the reduction of the Obligations until the
      actual receipt by Lender of the cash therefor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    
      	9.  	
              GENERAL
                PROVISIONS.

            


    

     

    9.1  Notices.

     

    All
      notices to be given under this Agreement shall be in writing and shall be given
      either personally, by reputable private delivery service, by regular first-class
      mail or certified mail return receipt requested, addressed to Lender or
      Borrowers at the address shown in the heading to this Agreement,
      or
      by facsimile to the facsimile number shown in Sections 9(a)(9), 9(b)(9),
      9(c)(9), 9(d)(9), 9(e)(9), 9(f)(9) and 9(g)(9) of Schedule A, or at any
      other address (or to any other facsimile number) designated in writing by one
      party to the other party in the manner prescribed in this Section 9.1. All
      notices shall be deemed to have been given when received or when delivery is
      refused by the recipient.

     

    9.2  Severability.

     

    If
      any
      provision of this Agreement, or the application thereof to any party or
      circumstance, is held to be void or unenforceable by any court of competent
      jurisdiction, such defect shall not affect the remainder of this Agreement,
      which shall continue in full force and effect.

     

    9.3  Integration.

     

    This
      Agreement and the other Loan Documents represent the final, entire and complete
      agreement among Borrowers and Lender and supersede all prior and contemporaneous
      negotiations,
      oral representations and agreements, all of which are merged and integrated
      into
      this Agreement. THERE ARE NO ORAL UNDERSTANDINGS, REPRESENTATIONS OR AGREEMENTS
      BETWEEN THE PARTIES THAT ARE NOT SET FORTH IN THIS AGREEMENT OR THE OTHER LOAN
      DOCUMENTS.

     

    9.4  Waivers.

     

    The
      failure of Lender at any time or times to require Borrowers to strictly comply
      with any of the provisions of this Agreement or any other Loan Documents shall
      not waive or diminish any right of Lender later to demand and receive strict
      compliance therewith. Any waiver of any default shall not waive or affect any
      other default, whether prior or subsequent,
      and whether or not similar. None of the provisions of this Agreement or any
      other Loan Document shall be deemed to have been waived by any act or knowledge
      of Lender or its agents or employees, but only by a specific written waiver
      signed by an authorized officer of Lender and delivered to Borrowers. Borrowers
      waive demand, protest, notice of protest and notice of default or dishonor,
      notice of payment and nonpayment, release, compromise, settlement, extension
      or
      renewal of any commercial paper, Instrument, Account, General Intangible,
      Document, Chattel Paper, Investment Property or guaranty at any time held by
      Lender on which Borrowers are or may in any way be liable, and notice of any
      action taken by Lender, unless expressly required by this Agreement, and notice
      of acceptance hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    9.5  Amendment.

     

    This
      Agreement may not be amended or modified except in a writing executed by
      Borrowers
      and a duly authorized officer of Lender.

     

    9.6  Time
      of Essence.

     

    Time
      is
      of the essence in the performance by Borrowers of each and every
      obligation
      under this Agreement and the other Loan Documents.

     

    9.7  Attorneys
      Fees and Costs.

     

    Borrowers
      shall reimburse Lender for all reasonable attorneys' and paralegals' fees
      (including in-house attorneys and paralegals employed by Lender) and all filing,
      recording,
      search, title insurance, appraisal, audit, and other costs incurred by Lender,
      pursuant to, in connection with, or relating to this Agreement, including all
      reasonable attorneys' fees and costs Lender incurs to prepare and negotiate
      this
      Agreement and the other Loan Documents; to obtain legal advice in connection
      with this Agreement and the other Loan Documents or Borrowers or any Obligor;
      to
      administer this Agreement and the other Loan Documents (including the cost
      of
      periodic financing statement, tax lien and other searches conducted by Lender);
      to enforce, or seek to enforce, any of its rights; prosecute actions against,
      or
      defend actions by, Account Debtors; to commence, intervene in, or defend any
      action or proceeding; to enforce and protect, or to seek to enforce and protect,
      any of its rights and interests in any bankruptcy case of any Borrower,
      including by initiating and prosecuting any motion for relief from the automatic
      stay and by initiating, prosecuting or defending any other contested matter
      or
      adversary proceeding in bankruptcy; to file or prosecute any probate claim,
      bankruptcy claim, third-party claim, or other claim; to examine, audit, copy,
      and inspect any of the Collateral or any of any Borrower's books and records;
      to
      protect, obtain possession of, lease, dispose of, or otherwise enforce Lender's
      security interests in, the Collateral; and to otherwise represent Lender in
      any
      litigation relating to Borrowers or any Obligor. If either Lender or any
      Borrower files any lawsuit against the other predicated on a breach of this
      Agreement, the prevailing party in such action shall be entitled to recover
      its
      reasonable costs and attorneys' fees, including reasonable attorneys' fees
      and
      costs incurred in the enforcement of, execution upon or defense of any order,
      decree, award or judgment. All attorneys' fees and costs to which Lender may
      be
      entitled pursuant to this Section shall immediately become part of the
      Obligations, shall be due on demand, and shall bear interest at a rate equal
      to
      the highest interest rate applicable to any of the Obligations.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    9.8  Benefit
      of Agreement; Assignability.

     

    The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the respective successors, assigns, heirs, beneficiaries and representatives
      of
      Borrowers and Lender; provided,
      that no
      Borrower may assign or transfer any of its rights under this Agreement without
      the prior written consent of Lender, and any prohibited assignment shall be
      void. No consent by Lender to any assignment shall release any Borrower from
      its
      liability for any of the Obligations. Lender shall have the right to assign
      all
      or any of its rights and obligations under the Loan Documents, and to sell
      participating interests therein, to one or more other Persons, and Borrowers
      agree to execute all agreements, instruments and documents requested by Lender
      in connection with each such assignment and participation.

     

    9.9  Headings;
      Construction.

     

    Section
      and subsection headings are used in this Agreement only for convenience and
      do
      not affect the meanings of the provisions that they precede.

     

    9.10  GOVERNING
      LAW; CONSENT TO FORUM, ETC.

     

    THIS
      AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED, AND SHALL BE DEEMED
      TO
      HAVE BEEN MADE, IN NEW YORK COUNTY, NEW YORK, AND SHALL BE GOVERNED
      BY
      AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH
      BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE AND FEDERAL COURTS LOCATED
      IN
      NEW YORK COUNTY, NEW YORK OR ANY STATE IN WHICH ANY OF THE COLLATERAL IS LOCATED
      SHALL HAVE NON-EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR
      DISPUTES BETWEEN BORROWER AND LENDER PERTAINING TO THIS AGREEMENT, ANY OTHER
      LOAN DOCUMENTS OR ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
      THE
      OTHER LOAN DOCUMENTS. EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE
      TO
      SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND WAIVES
      ANY OBJECTION WHICH SUCH BORROWER MAY HAVE BASED UPON LACK OF PERSONAL
      JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.
      EACH
      BORROWER ALSO AGREES THAT ANY CLAIM OR DISPUTE BROUGHT BY SUCH BORROWER AGAINST
      LENDER PURSUANT TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY MATTER ARISING
      OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT EXCLUSIVELY
      IN
      THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK. EACH BORROWER
      HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
      ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
      COMPLAINT AND OTHER PROCESS MAY BE MADE IN THE MANNER AND SHALL BE DEEMED
      RECEIVED AS SET FORTH IN SECTION 9.1 FOR NOTICES, TO THE EXTENT PERMITTED
      BY LAW. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE
      RIGHT
      OF LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO
      PRECLUDE THE ENFORCEMENT BY LENDER OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH
      FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE THE SAME
      IN
      ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    9.11  WAIVER
      OF JURY TRIAL, ETC.

     

    EACH
      BORROWER WAIVES (I) THE RIGHT TO TRIAL BY JURY (WHICH LENDER ALSO WAIVES)
      IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF
      OR
      RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL OR
      ANY
      CONDUCT, ACTS OR OMISSIONS OF LENDER OR SUCH BORROWER OR ANY OF THEIR RESPECTIVE
      DIRECTORS, OFFICERS,
      EMPLOYEES, ATTORNEYS OR AGENTS OR ANY OTHER PERSONS AFFILIATED WITH LENDER
      OR
      SUCH BORROWER, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE; (II) THE
      RIGHT TO INTERPOSE ANY CLAIMS, DEDUCTIONS, SETOFFS OR COUNTERCLAIMS OF ANY
      KIND
      IN ANY ACTION OR PROCEEDING INSTITUTED BY LENDER WITH RESPECT TO THE LOAN
      DOCUMENTS OR ANY MATTER RELATING THERETO, EXCEPT FOR COMPULSORY COUNTERCLAIMS;
      (III) NOTICE PRIOR TO LENDER'S TAKING POSSESSION OR CONTROL OF THE
      COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR
      TO
      ALLOWING LENDER TO EXERCISE ANY OF LENDER'S REMEDIES AND (IV) THE BENEFIT
      OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS. EACH BORROWER ACKNOWLEDGES
      THAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO LENDER'S ENTERING INTO
      THIS AGREEMENT AND THAT LENDER IS RELYING UPON THE FOREGOING WAIVERS IN ITS
      FUTURE DEALINGS WITH SUCH BORROWER. EACH BORROWER WARRANTS AND REPRESENTS THAT
      IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY
      AND VOLUNTARILY WAIVED THEIR JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH
      LEGAL
      COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
      CONSENT TO A TRIAL BY THE COURT.

     

    
      	10.  	
              JOINT
                AND SEVERAL LIABILITY

            


    

     

    10.1 Notwithstanding
      anything to the contrary contained herein, all Obligations of each Borrower
      hereunder shall be joint and several obligations of Borrowers.

     

    10.2 Notwithstanding
      any provisions of this Agreement to the contrary, it is intended that the joint
      and several nature of the Obligations of Borrowers and the liens and security
      interests granted by Borrowers to secure the Obligations, not constitute a
      "Fraudulent
      Conveyance"
      (as
      defined below). Consequently, Lender and Borrowers agree that if the Obligations
      of a Borrower, or any liens or security interests granted by such Borrower
      securing the Obligations would, but for the application of this sentence,
      constitute a Fraudulent Conveyance, the Obligations of such Borrower and the
      liens and security interests securing such Obligations shall be valid and
      enforceable only to the maximum extent that would not cause such Obligations
      or
      such lien or security interest to constitute a Fraudulent Conveyance, and the
      Obligations of such Borrower and this Agreement shall automatically be deemed
      to
      have been amended accordingly. For purposes hereof, "Fraudulent Conveyance"
      means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of
      the
      Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the
      applicable provisions of any fraudulent conveyance or fraudulent transfer law
      or
      similar law of any state, nation or other governmental unit, as in effect from
      time to time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    10.3 Each
      Borrower assumes responsibility for keeping itself informed of the financial
      condition of the each other Borrower, and any and all endorsers and/or
      guarantors of any instrument or document evidencing all or any part of such
      other Borrower's Obligations and of all other circumstances bearing upon the
      risk of nonpayment by such other Borrowers of their Obligations and each
      Borrower agrees that Lender shall not have any duty to advise such Borrower
      of
      information known to Lender regarding such condition or any such circumstances
      or to undertake any investigation not a part of its regular business routine.
      If
      Lender, in its sole discretion, undertakes at any time or from time to time
      to
      provide any such information to a Borrower, Lender shall not be under any
      obligation to update any such information or to provide any such information
      to
      such Borrower on any subsequent occasion.

     

    10.4 Lender
      is
      hereby authorized, without notice or demand and without affecting the liability
      of a Borrower hereunder, to, at any time and from time to time, (i) renew,
      extend, accelerate or otherwise change the time for payment of, or other terms
      relating to a Borrower's Obligations or otherwise modify, amend or change the
      terms of any promissory note or other agreement, document or instrument now
      or
      hereafter executed by a Borrower and delivered to Lender; (ii) accept
      partial payments on a Borrower's Obligations; (iii) take and hold security
      or collateral for the payment of a Borrower's Obligations hereunder or for
      the
      payment of any guaranties of a Borrower's Obligations or other Obligations
      of a
      Borrower and exchange, enforce, waive and release any such security or
      collateral; (iv) apply such security or collateral and direct the order or
      manner of sale thereof as Lender, in its sole discretion, may determine; and
      (v) settle, release, compromise, collect or otherwise liquidate a
      Borrower's Obligations and any security or collateral therefor in any manner,
      without affecting or impairing the obligations of the other Borrowers. Lender
      shall have the exclusive right to determine the time and manner of application
      of any payments or credits, whether received from a Borrower or any other
      source, and such determination shall be binding on such Borrower. All such
      payments and credits may be applied, reversed and reapplied, in whole or in
      part, to any of a Borrower's Obligations as Lender shall determine in its sole
      discretion without affecting the validity or enforceability of the Obligations
      of the other Borrowers.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Greystone
                  Business Credit II LLC

              	
                Loan
                  and Security
                  Agreement

              


      

    

     

    10.5 Each
      Borrower hereby agrees that, except as hereinafter provided, its obligations
      hereunder shall be unconditional, irrespective of (i) the absence of any
      attempt to collect a Borrower's Obligations from any Borrower or any guarantor
      or other action to enforce the same; (ii) the waiver or consent by Lender
      with respect to any provision of any instrument evidencing Borrowers'
      Obligations, or any part thereof, or any other agreement heretofore, now or
      hereafter executed by a Borrower and delivered to Lender; (iii) failure by
      Lender to take any steps to perfect and maintain its security interest in,
      or to
      preserve its rights to, any security or collateral for Borrowers' Obligations;
      (iv) the institution of any proceeding under the Bankruptcy Code, or any
      similar proceeding, by or against a Borrower or Lender's election in any such
      proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code;
      (v) any borrowing or grant of a security interest by any Borrower as
      debtor-in-possession, under Section 364 of the Bankruptcy Code; (vi) the
      disallowance, under Section 502 of the Bankruptcy Code, of all or any portion
      of
      Lender's claim(s) for repayment of any of Borrowers' Obligations; or
      (vii) any other circumstance which might otherwise constitute a legal or
      equitable discharge or defense of a guarantor.

     

    10.6 No
      payment made by or for the account of a Borrower including, without limitations,
      (i) a payment made by such Borrower on behalf of another Borrower's
      Obligations or (ii) a payment made by any other person under any guaranty,
      shall entitle such Borrower, by subrogation or otherwise, to any payment from
      such other Borrower or from or out of such other Borrower's property and such
      Borrower shall not exercise any right or remedy against such other Borrower
      or
      any property of such other Borrower by reason of any performance of such
      Borrower of its joint and several obligations hereunder until the Obligations
      have been indefeasibly paid in full.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              Greystone
                Business Credit II LLC

            	
              Loan
                and Security Agreement

            


    


    IN
      WITNESS WHEREOF, Borrowers and Lender have signed this Agreement as of the
      date
      first set forth above.

     

    
      	
              Borrowers:

            	 	 	Lender:
	 	 	 	 
	
              TITAN
                GLOBAL
                HOLDINGS,
                INC.

            	 	 	GREYSTONE BUSINESS
              CREDIT II LLC
	 	 	 	 
	 	 	 	 
	By /s/
              BRYAN CHANCE	 	 	By /s/
              DREW NIEDORF
	
              
                

              

              Its
                CEO

            	 	 	
              
                

              

              Its
                Authorized Signatory

            


    

     

    
      	
              TITAN
                PCB WEST,
                INC.

            	 	 	 
	 	 	 	 
	 	 	 	 
	By /s/
              BRYAN CHANCE	 	 	
            
	
              
                

              

              Its
                CEO

            	 	 	
            


    

    
       

      
        	
                TITAN
                  PCB EAST,
                  INC.

              	 	 	 
	 	 	 	 
	 	 	 	 
	By /s/
                BRYAN CHANCE	 	 	
              
	
                
                  

                

                Its
                  CEO

              	 	 	
              


      

      
        
           

          
            	
                    OBLIO
                      TELECOM,
                      INC.

                  	 	 	 
	 	 	 	 
	 	 	 	 
	By /s/
                    KURT JENSEN	 	 	
                  
	
                    
                      

                    

                    Its
                      CEO

                  	 	 	
                  


          

          
            
               

              
                	
                        TITAN
                          WIRELESS
                          COMMUNICATIONS,
                          INC.

                      	 	 	 
	 	 	 	 
	 	 	 	 
	By /s/
                        BRYAN CHANCE	 	 	
                      
	
                        
                          

                        

                        Its
                          CEO

                      	 	 	
                      


              

               

            

          

        

      

    

    
      	
              START
                TALK
                INC.
                

            	 	 	 
	 	 	 	 
	 	 	 	 
	By /s/
              BRYAN CHANCE	 	 	
            
	
              
                

              

              Its
                CEO

            	 	 	
            


    

    
       

      
        	
                PINLESS,
                  INC.

              	 	 	 
	 	 	 	 
	 	 	 	 
	By /s/
                BRYAN CHANCE	 	 	
              
	
                
                  

                

                Its
                  CEO

              	 	 	
              


      

      
         

        

          Signature
            Page to Loan and Security Agreement

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    


    Schedule A

     

    Description
      of Certain Terms

     

    This
      Schedule is an integral part of the Loan and Security Agreement among
Titan
      Global Holdings, Inc., Titan PCB West, Inc., Titan PCB East, Inc., Oblio
      Telecom, Inc., Titan Wireless Communications, Inc., Start Talk Inc., Pinless,
      Inc.
      and
Greystone
      Business Credit II LLC (the
      "Agreement").

     

    
      	
              1. Loan
                Limits for Revolving Loans:

            	 	 
	 	 	 
	
              (a) Maximum
                Facility Amount:

            	 	
              $15,000,000

            
	 	 	 
	
              (b) Advance
                Rates:

            	 	 
	 	 	 
	
              (i) Accounts
                Advance Rate:

            	 	
              Subject
                to the reductions set forth below, 85%; provided,
                that such advance rate for Eligible Accounts owing by Clifton Prepaid
                of
                Dallas, Inc. or Clifton Prepaid Corporation is 50%; provided
                further,
                that, in addition to the foregoing, if the Dilution Percentage exceeds
                2%,
                Lender may, at its option (A) reduce such advance rate by the number
                of full or partial percentage points comprising such excess or
                (B) establish a Reserve on account of such excess

            
	 	 	 
	
              (ii) Inventory
                Advance Rate(s):

            	 	 
	 	 	 
	
              (A) Finished
                goods:

            	 	
              Subject
                to the reductions set forth below, 50%

            
	 	 	 
	
              (B) Raw
                materials:

            	 	
              Subject
                to the reductions set forth below, 50%

            
	 	 	 
	
              (C) Work
                in process:

            	 	
              Subject
                to the reductions set forth below,
                0%

            


    

     

     

    
      
        
        

      

      
        Schedule
          A - Page 1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Notwithstanding
                the foregoing, (1) if the Monthly Average Account Turnover for an
                Account
                Debtor of Oblio Telecom, Inc. exceeds 45 days, Lender may, at its
                option,
                reduce the Accounts Advance Rate for Eligible Accounts owing by such
                Account Debtor to Oblio Telecom, Inc. by 5%, and continue to reduce
                such
                Accounts Advance Rate by an additional 5% for each additional month
                that
                the Monthly Average Account Turnover for such Account Debtor exceeds
                45
                days, and (2) if (x) the consolidated net income of Oblio Telecom,
                Inc.
                and its Subsidiaries (excluding non-cash derivative accounting charges)
                is
                less than (I) $525,000 for the three month period ending on the last
                day
                of each month beginning January 31, 2007 through the end of the Term
                or
                (II) $2,100,000 on a cumulative basis for any fiscal year beginning
                with
                the fiscal year ending August 31, 2007 through the end of the Term,
                or (y)
                the consolidated Cash Flow of Oblio Telecom, Inc. and its Subsidiaries
                is
                less than (I)
                $1,575,000 for the three month period ending on the last day of each
                month
                beginning January 31, 2007 through
                the month ending March 31, 2007, (II) $1,708,333 for the three month
                period ending April 30, 2007, (III) $1,841,666 for the three month
                period
                ending May 31, 2007, (IV) $1,975,000 for each three month period
                ending
                June 30, 2007 and on the last day of each month thereafter through
                the end
                of the Term or (V) $7,900,000 on a cumulative basis for any fiscal
                year
                beginning with the fiscal year ending August 31, 2007 through the
                end of
                the Term, Lender may, at its option, reduce the Advance Rates above
                with
                respect to Oblio Telecom, Inc. by 5%, and continue to reduce such
                Advance
                Rates by an additional 5% for each additional month or fiscal year
                that
                any such event occurs.

            
	 	 	 
	
              (c) Accounts
                Sublimit:

            	 	
              Not
                applicable

            
	 	 	 
	
              (d) Inventory
                Sublimit(s):

            	 	 
	 	 	 
	
              (i) Overall
                sublimit on advances against Eligible Inventory

            	 	
              85%
                of the appraised net orderly liquidation value of Eligible
                Inventory

            
	 	 	 
	
              (ii) Sublimit
                on advances against finished goods

            	 	
              Not
                applicable

            
	 	 	 
	
              (iii) Sublimit
                on advances against raw materials

            	 	
              Not
                applicable

            
	 	 	 
	
              (iv) Sublimit
                on advances against work in process

            	 	
              Not
                applicable

            
	 	 	 
	
              (v) Sublimit
                on advances against PCB Inventory

            	 	
              $1,000,000

            
	 	 	 
	
              (vi) Sublimit
                on advances against Wireless Inventory

            	 	
              $1,000,000

            
	 	 	 
	
              (e) Credit
                Accommodation Limit:

            	 	
              $0

            


    

     

     

    
      
        
        

      

      
        Schedule
          A - Page 2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (f) Permanent
                Reserve Amount:

            	 	
              (i)
                $200,000 for the period from the date hereof through January 31,
                2007,
                (ii) $400,000 for the period from February 1, 2007 through February
                28,
                2007, (iii) $600,000 for the period from March 1, 2007 through March
                31,
                2007, (iv) $800,000 for the period from April 1, 2007 through April
                30,
                2007 and (v) $1,000,000 for the period from May 1, 2007 through the
                end of
                the Term

            
	 	 	 
	
              (g) Overadvance
                Amount:

            	 	
              Not
                applicable

            
	 	 	 
	
              2. Loan
                Limits for Term Loans:

            	 	 
	 	 	 
	
              (a) Principal
                Amount:

            	 	 
	 	 	 
	
              (i) Term
                Loan A:

            	 	 
	 	 	 
	
              (A)
                Equipment Advance

            	 	
              The
                lesser of $2,000,000 and 85% of the appraised net auction sale value
                of
                Borrowers' Eligible Equipment

            
	 	 	 
	
              (B)
                Real Property Advance:

            	 	
              Not
                applicable

            
	 	 	 
	
              (C)
                Capital Expenditure Advances:

            	 	
              Not
                applicable

            
	 	 	 
	
              (ii) Term
                Loan B:

            	 	
              $5,950,000

            
	 	 	 
	
              (b) Repayment
                Schedule:

            	 	 
	 	 	 
	
              (i)
                Term Loan A:

            	 	 
	 	 	 
	
              (A) Equipment
                Advance:

            	 	
              The
                Equipment Advance shall be repaid in equal consecutive monthly
                installments amortized over 48 months payable on the first day of
                each
                calendar month commencing February 1, 2007, with the entire unpaid
                balance
                due and payable on the Maturity Date; provided,
                that if after the date of the Agreement, the unpaid principal balance
                of
                the Equipment Advance exceeds 80% of an Updated Equipment Appraisal
                (as
                reflected in an appraisal conducted as of such time by an appraiser
                acceptable to Lender), then, at Lender's election, Borrowers shall
                repay
                such excess in 6 equal consecutive monthly installments payable on
                the
                first day of each calendar month commencing with the month immediately
                following such election by Lender (which payments shall be in addition
                to
                the regular amortization payments set forth
                above).

            


    

     

     

    
      
        
        

      

      
        Schedule
          A - Page 3

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (B) Real
                Property Advance:

            	 	
              Not
                applicable.

            
	 	 	 
	
              (C) Capital
                Expenditure Advances:

            	 	
              Not
                applicable.

            
	 	 	 
	
              (ii) Term
                Loan B Advance:

            	 	
              The
                Term Loan B Advance shall be repaid in equal consecutive monthly
                installments amortized over 48 months payable on the first day of
                each
                calendar month commencing February 1, 2007, with the entire unpaid
                balance
                due and payable on the Maturity Date

            
	 	 	 
	
              (iii) Mandatory
                Prepayment of Tax Refunds:

            	 	
              Proceeds
                of the Tax Refunds shall to be applied against the remaining installments
                of principal of Term Loan B in the inverse order of their maturities
                until
                Term Loan B is repaid in full, then against the remaining installments
                of
                principal of Term Loan A in the inverse order of their maturities
                until
                Term Loan A is repaid in full, and then against the Revolving
                Loans

            


    

     

     

    
      
        
        

      

      
        Schedule
          A - Page 4

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              (iv) Mandatory
                Prepayment of Term Loan B:

            	 	
              In
                the event CapitalSource Finance, LLC for any reason will no longer
                provide
                financing to Lender with respect to the transactions set forth herein
                and
                demands repayment of amounts advanced with respect to this transaction,
                then (i) if such event occurs on or prior to March 31, 2007,
                Borrowers shall repay all of the outstanding Obligations with respect
                to
                Term Loan B within 180 days of the occurrence thereof, and (ii) if
                such event occurs after March 31, 2007, Borrowers shall repay all
                of the
                outstanding Obligations with respect to Term Loan B within 90 days
                of the
                occurrence thereof.

            
	 	 	 
	
              3. Interest
                Rates:

            	 	 
	 	 	 
	
              (a) Revolving
                Loans:

            	 	
              1.5%
                per annum in excess of the Prime Rate; provided,
                that such Interest Rate shall not at any time be lower than 6.0%
                per
                annum

            
	 	 	 
	
              (b) Term
                Loan:

            	 	
              6.0%
                per annum in excess of the Prime Rate; provided,
                that such Interest Rate shall be reduced by one-half of one percent
                (.5%)
                for every $1,000,000 reduction in the Term Loan; and
                provided further,
                that such Interest Rate shall not at any time be lower than 5.0%
                per annum
                in excess of the Prime Rate

            
	 	 	 
	
              4. Minimum
                Loan Amount:

            	 	
              Not
                applicable

            
	 	 	 
	
              5. Maximum
                Days:

            	 	 
	 	 	 
	
              (a) Maximum
                days after original invoice
                date
                for Eligible Accounts:

            	 	
              90
                days

            
	 	 	 
	
              (b) Maximum
                days after original
                invoice due date
                for Eligible Accounts:

            	 	
              Not
                applicable

            
	 	 	 
	
              6. Fees:

            	 	 
	 	 	 
	
              (a) Closing
                Fee:

            	 	
              $369,250

            
	 	 	 
	
              (b) Facility
                Fee:

            	 	 


    

     

     

    
      
        
        

      

      
        Schedule
          A - Page 5

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (i) Initial
                Term Facility Fee:

            	 	
              An
                amount equal to one-half of one percent (.5%) per annum of the Term
                Loans

            
	 	 	 
	
              (ii) Renewal
                Term(s) Facility Fee:

            	 	
              An
                amount equal to one-half of one percent (.5%) per annum of the Term
                Loans.

            
	 	 	 
	
              (c) Servicing
                Fee:

            	 	
              An
                amount equal to three-tenths of one percent (.3%) of the then outstanding
                Revolving Loans.

            
	 	 	 
	
              (d) Unused
                Line Fee:

            	 	
              Two-tenths
                of one percent (.2%)

            
	 	 	 
	
              (e) Minimum
                Borrowing Fee:

            	 	 
	 	 	 
	
              (i) Applicable
                period:

            	 	
              Not
                applicable

            
	 	 	 
	
              (ii) Date
                payable:

            	 	
              Not
                applicable

            
	 	 	 
	
              (f) Success
                Fee:

            	 	
              Not
                applicable

            
	 	 	 
	
              (g) Shares:

            	 	
              500,000
                common shares of stock of Titan Global Holdings, Inc. 

            
	 	 	 
	
              (h) Early
                Termination Fee:

            	 	
              An
                amount equal to 1.0% of the sum of the Maximum Facility Amount and
                the
                amount of the Term Loans, if such prepayment occurs two (2) years
                or more
                prior to the end of the Initial Term

            
	 	 	 
	
              (i) Credit
                Accommodation Fees:

            	 	
              Not
                applicable

            
	 	 	 
	
              (j) Bifurcation
                Fee:

            	 	
              An
                amount equal to 1.0% of the then outstanding Loans.

            
	 	 	 
	
              (k) Administration
                Fee:

            	 	
              $20,000
                per month

            
	 	 	 
	
              7. Initial
                Maturity Date:

            	 	
              December
                29, 2009

            
	 	 	 
	
              8. Financial
                Covenants:

            	 	 
	 	 	 
	
              (a) Capital
                Expenditure Limitation:

            	 	
              Not
                applicable

            
	 	 	 
	
              (b) Minimum
                Net Worth Requirement:

            	 	
              Not
                applicable

            
	 	 	 
	
              (c) Minimum
                Tangible Net Worth:

            	 	
              Not
                applicable

            
	 	 	 
	
              (d) Minimum
                Working Capital:

            	 	
              Not
                applicable

            


    

     

     

    
      
        
        

      

      
        Schedule
          A - Page 6

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (e) Maximum
                Cumulative Net Loss:

            	 	
              $1,000,000
                on a cumulative basis for the period from September 1, 2006 through
                the
                end of the Term

            
	 	 	 
	
              (f) Minimum
                Cumulative Net Income:

            	 	
              Not
                applicable

            
	 	 	 
	
              (g) Maximum
                Leverage Ratio:

            	 	
              Not
                applicable

            
	 	 	 
	
              (h) Limitation
                on Purchase Money Security Interests:

            	 	
              $1,000,000

            
	 	 	 
	
              (i) Limitation
                on Equipment Leases:

            	 	
              $1,000,000

            
	 	 	 
	
              (j) Additional
                Financial Covenants:

            	 	
              None

            
	 	 	 
	
              9. Borrowers
                Information:

            	 	 
	 	 	 
	
              (a)
                With respect to Titan Global Holdings, Inc.:

            	 	 
	 	 	 
	
              (1) Prior
                Names of Borrower:

            	 	
              Ventures-National
                Incorporated

            
	 	 	 
	
              (2) Prior
                Trade Names of Borrower:

            	 	
              Titan
                General Holdings, Inc.

            
	 	 	 
	
              (3) Existing
                Trade Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (4) Inventory
                Locations:

            	 	
              Not
                applicable

            
	 	 	 
	
              (5) Other
                Locations:

            	 	
              407
                International Parkway, Suite 403, Richardson, TX 75081

            
	 	 	 
	
              (6) Litigation:

            	 	
              None

            
	 	 	 
	
              (7) Ownership
                of Borrower:

            	 	
              There
                are approximately 1,316 holders of record of Titan Global Holding,
                Inc.’s
                Common Stock.

            
	 	 	 
	
              (8) Subsidiaries
                (and ownership thereof):

            	 	
              Borrower
                owns 100% interest in each of (i) Oblio Telecom, Inc., (ii) Titan
                Wireless
                Communications, Inc., (iii) Titan PCB East, Inc. and (iv)Titan PCB
                West,
                Inc.

            
	 	 	 
	
              (9) Facsimile
                Numbers:

            	 	 


    

     

     

    
      
        
        

      

      
        Schedule
          A - Page 7

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (a)  Borrower:

            	 	
              (972)
                470-9100

            
	 	 	 
	
              (b)  Lender:

            	 	
              (212)
                896-9199

            
	 	 	 
	
              (b)
                With respect to Titan PCB West, Inc.:

            	 	 
	 	 	 
	
              (1) Prior
                Names of Borrower:

            	 	
              Titan
                EMS, Manufacturing Holding Corporation, SVPC Partners
                LLC

            
	 	 	 
	
              (2) Prior
                Trade Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (3) Existing
                Trade Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (4) Inventory
                Locations:

            	 	
              44358
                Old Warm Springs Blvd, Fremont, CA 94538

            
	 	 	 
	
              (5) Other
                Locations:

            	 	
              None

            
	 	 	 
	
              (6) Litigation:

            	 	
              None

            
	 	 	 
	
              (7) Ownership
                of Borrower:

            	 	
              Owned
                by Titan Global Holdings, Inc.

            
	 	 	 
	
              (8) Subsidiaries
                (and ownership thereof):

            	 	
              None

            
	 	 	 
	
              (9) Facsimile
                Numbers:

            	 	 
	 	 	 
	
              (a)
                Borrower:

            	 	
              (510)
                824-1201

            
	 	 	 
	
              (b)
                Lender:

            	 	
              (212)
                896-9199

            
	 	 	 
	
              (c)
                With respect to Titan PCB East, Inc.:

            	 	 
	 	 	 
	
              (1) Prior
                Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (2) Prior
                Trade Names of Borrower:

            	 	
              None
                

            
	 	 	 
	
              (3) Existing
                Trade Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (4) Inventory
                Locations:

            	 	
              Two
                Industrial Way, Amesbury, MA 01913

            


    

     

     

    
      
        
        

      

      
        Schedule
          A - Page 8

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (5) Other
                Locations:

            	 	
              None

            
	 	 	 
	
              (6) Litigation:

            	 	
              None

            
	 	 	 
	
              (7) Ownership
                of Borrower:

            	 	
              Owned
                by Titan Global Holdings, Inc.

            
	 	 	 
	
              (8) Subsidiaries
                (and ownership thereof):

            	 	
              None

            
	 	 	 
	
              (9) Facsimile
                Numbers:

            	 	 
	 	 	 
	
              (a)
                Borrower:

            	 	
              (978)
                388-8991

            
	 	 	 
	
              (b)
                Lender:

            	 	
              (212)
                896-9199

            
	 	 	 
	
              (d)
                With respect to Oblio Telecom, Inc.:

            	 	 
	 	 	 
	
              (1) Prior
                Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (2) Prior
                Trade Names of Borrower:

            	 	
              Oblio
                Telecom, LLP

            
	 	 	 
	
              (3) Existing
                Trade Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (4) Inventory
                Locations:

            	 	
              407
                International Parkway, Suite 403, Richardson, TX 75081

            
	 	 	 
	
              (5) Other
                Locations:

            	 	
              (i)
                Cellstar - 6013 Royal Ln, Coppell, TX, 75019

            
	 	 	 
	 	 	
              (ii)
                Ontronics - 850 N. Dorothy #510, Richardson, TC 75081

            
	 	 	 
	
              (6) Litigation:

            	 	
              (i)
                Oblio v. AT&T Corp. in the United States District Court Northern
                District of Texas

            
	 	 	 
	 	 	
              (ii)
                Oblio v. AT&T Corp.- AAA Arbitration 

            
	 	 	 
	
              (7) Ownership
                of Borrower:

            	 	
              Owned
                by Titan Global Holdings, Inc.

            
	 	 	 
	
              (8) Subsidiaries
                (and ownership thereof):

            	 	
              Borrower
                owns 100% interest in each of Pinless, Inc. and Start Talk
                Inc.

            
	 	 	 
	
              (9) Facsimile
                Numbers:

            	 	 
	 	 	 
	
              (a)
                Borrower:

            	 	
              (972)
                470-9105

            


    

     

     

    
      
        
        

      

      
        Schedule
          A - Page 9

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (b)
                Lender:

            	 	
              (212)
                896-9199

            
	 	 	 
	
              (e)
                With respect to Titan Wireless Communications, Inc.:

            	 	 
	 	 	 
	
              (1) Prior
                Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (2) Prior
                Trade Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (3) Existing
                Trade Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (4) Inventory
                Locations:

            	 	
              407
                International Parkway, Suite 403, Richardson, TX 75081

            
	 	 	 
	
              (5) Other
                Locations:

            	 	
              (i)
                Cellstar - 6013 Royal Ln, Coppell, TX, 75019

            
	 	 	 
	 	 	
              (ii)
                Ontronics - 850 N. Dorothy #510, Richardson, TC 75081

            
	 	 	 
	
              (6) Litigation:

            	 	
              None

            
	 	 	 
	
              (7) Ownership
                of Borrower:

            	 	
              Owned
                by Titan Global Holdings, Inc.

            
	 	 	 
	
              (8) Subsidiaries
                (and ownership thereof):

            	 	
              None

            
	 	 	 
	
              (9) Facsimile
                Numbers:

            	 	 
	 	 	 
	
              (a)
                Borrower:

            	 	
              (972)
                470-9105

            
	 	 	 
	
              (b)
                Lender:

            	 	
              (212)
                896-9199

            
	 	 	 
	
              (f)
                With respect to Start Talk Inc.:

            	 	 
	 	 	 
	
              (1) Prior
                Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (2) Prior
                Trade Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (3) Existing
                Trade Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (4) Inventory
                Locations:

            	 	
              None

            


    

     

     

    
      
        
        

      

      
        Schedule
          A - Page 10

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (5) Other
                Locations:

            	 	
              407
                International Parkway, Suite 403, Richardson, TX 75081

            
	 	 	 
	
              (6) Litigation:

            	 	
              None

            
	 	 	 
	
              (7) Ownership
                of Borrower:

            	 	
              Owned
                by Oblio Telecom, Inc.

            
	 	 	 
	
              (8) Subsidiaries
                (and ownership thereof):

            	 	
              None

            
	 	 	 
	
              (9) Facsimile
                Numbers:

            	 	 
	 	 	 
	
              (a)
                Borrower:

            	 	
              (972)
                470-9105

            
	 	 	 
	
              (b)
                Lender:

            	 	
              (212)
                896-9199

            
	 	 	 
	
              (g)
                With respect to Pinless, Inc.:

            	 	 
	 	 	 
	
              (1) Prior
                Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (2) Prior
                Trade Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (3) Existing
                Trade Names of Borrower:

            	 	
              None

            
	 	 	 
	
              (4) Inventory
                Locations:

            	 	
              None

            
	 	 	 
	
              (5) Other
                Locations:

            	 	
              407
                International Parkway, Suite 403, Richardson, TX 75081

            
	 	 	 
	
              (6) Litigation:

            	 	
              None

            
	 	 	 
	
              (7) Ownership
                of Borrower:

            	 	
              Owned
                by Oblio Telecom, Inc. 

            
	 	 	 
	
              (8) Subsidiaries
                (and ownership thereof):

            	 	
              None

            
	 	 	 
	
              (9) Facsimile
                Numbers:

            	 	 
	 	 	 
	
              (a)
                Borrower:

            	 	
              (972)
                470-9105

            
	 	 	 
	
              (b)
                Lender:

            	 	
              (212)
                896-9199

            
	 	 	 
	
              10. Description
                of Real Property:

            	 	
              N/A

            
	 	 	 
	
              11. Lender's
                Bank:

            	 	
              Bank
                of America

            


    

     

     

    
      
        
        

      

      
        Schedule
          A - Page 11

        
          

        

      

      
        
        

      

    

     

     

    
      	
              12. Other
                Covenants:

            	 	
              (a) 
                Upon
                Lender's request, and, in any event, not
                earlier than 30 days before each anniversary of the date of the Agreement
                during the Term, and not later than 30 days after each anniversary
                of the
                date of the Agreement during the Term, and at such other times as
                Lender
                may request, Borrowers will cause to be prepared and delivered to
                Lender
                an updated auction sale value appraisal of Borrowers’ Equipment (the
                "Updated
                Equipment Appraisal")
                by an independent appraiser acceptable to Lender, each of which Updated
                Equipment Appraisals shall include all Equipment acquired by Borrowers
                after the date of the Agreement.

            
	 	 	 
	
              13. Exceptions
                to Negative Covenants:

            	 	
              [to
                be inserted]

            
	 	 	 
	
              14. Commercial
                Tort Claims

            	 	
              [to
                be inserted]

            


    

    


     

    
      
        
        

      

      
        Schedule
          A - Page 12

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrowers and Lender have signed this Schedule A as of the
      date
      set forth in the heading to the Agreement.

    
       

      
        	
                Borrowers:

              	 	 	Lender:
	 	 	 	 
	
                TITAN
                  GLOBAL
                  HOLDINGS,
                  INC.

              	 	 	GREYSTONE
                BUSINESS
                CREDIT II LLC
	 	 	 	 
	 	 	 	 
	By 	 	 	By 
	
                
                  

                

                
                  Its

                

              	 	 	
                
                  

                

                
                  Its
                    Authorized Signatory

                

              
	
                
                  

                

              	 	 	 


      

       

      
        	
                TITAN
                  PCB WEST,
                  INC.

              	 	 	 
	 	 	 	 
	 	 	 	 
	By 	 	 	
              
	
                
                  

                

                Its
                  

              	 	 	
              
	
                
                  

                

              	 	 	 


      

      
         

        
          	
                  TITAN
                    PCB EAST,
                    INC.

                	 	 	 
	 	 	 	 
	 	 	 	 
	By 	 	 	
                
	
                  
                    

                  

                  Its
                    

                	 	 	
                
	
                  
                    

                  

                	 	 	 


        

        
          
             

            
              	
                      OBLIO
                        TELECOM,
                        INC.

                    	 	 	 
	 	 	 	 
	 	 	 	 
	By 	 	 	
                    
	
                      
                        

                      

                      Its

                    	 	 	
                    
	
                      
                        

                      

                    	 	 	 


            

            
              
                 

                
                  	
                          TITAN
                            WIRELESS
                            COMMUNICATIONS,
                            INC.

                        	 	 	 
	 	 	 	 
	 	 	 	 
	By 	 	 	
                        
	
                          
                            

                          

                          Its

                        	 	 	
                        
	
                          
                            

                          

                        	 	 	 


                

                 

              

            

          

        

      

      
        	
                START
                  TALK
                  INC.
                  

              	 	 	 
	 	 	 	 
	 	 	 	 
	By 	 	 	
              
	
                
                  

                

                Its

              	 	 	
              
	
                
                  

                

              	 	 	 


      

      
         

        
          	
                  PINLESS,
                    INC.

                	 	 	 
	 	 	 	 
	 	 	 	 
	By 	 	 	
                
	
                  
                    

                  

                  Its

                	 	 	
                
	
                  
                    

                  

                	 	 	 


        

        
           

          

            Signature
              Page to Schedule A to Loan and Security Agreement

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

      

    

    Schedule B

     

    Definitions

     

    This
      Schedule is an integral part of the Loan and Security Agreement among
Titan
      Global Holdings, Inc., Titan PCB West, Inc., Titan PCB East, Inc., Oblio
      Telecom, Inc., Titan Wireless Communications, Inc., Start Talk Inc., Pinless,
      Inc.
      and
Greystone
      Business Credit II LLC (the
      "Agreement").

     

    As
      used
      in the Agreement, the following terms have the following meanings:

     

    "Account"
      has the
      meaning set forth in the UCC.

     

    "Account
      Debtor"
      has the
      meaning set forth in the UCC.

     

    "Account
      Proceeds"
      has the
      meaning set forth in Section 4.1.

     

    "Accounts
      Advance Rate"
      means
      the percentage set forth in Section 1(b)(i) of
      Schedule A.

     

    "Accounts
      Sublimit"
      means
      the amount set forth in Section 1(c) of Schedule A.

     

    "Advance
      Rates"
      means,
      collectively, the Accounts Advance Rate and the Inventory Advance
      Rate.

     

    "Affiliate"
      means,
      with respect to any Person, a relative, partner, shareholder, member, manager,
      director, officer, or employee of such Person, any parent or subsidiary of
      such
      Person, or any Person controlling, controlled by or under common control with
      such Person or any other Person affiliated, directly or indirectly, by virtue
      of
      family membership, ownership, management or otherwise.

     

    "Agreement"
      and
      "this
      Agreement"
      mean
      the Loan and Security Agreement of which this Schedule B is a part and the
      Schedules thereto.

     

    "Availability"
      has the
      meaning set forth in Section 1.1(a)

     

    "Bankruptcy
      Code"
      means
      the United States Bankruptcy Code (11 U.S.C. § 101 et seq.).

     

    "Bifurcation
      Fee"
      has the
      meaning set forth in Section 7.2.

     

    "Blocked
      Account"
      has the
      meaning set forth in Section 4.1.

     

    "Borrower”
and
      “Borrowers”
has
      the
      meaning set forth in the heading to the Agreement.

     

    
      
        
        

      

      
        Schedule
          B - Page 1

        
          

        

      

      
        
        

      

    

     

    "Borrowers'
      Address"
      has the
      meaning set forth in the heading to the Agreement.

     

    "Business
      Day"
      means a
      day other than a Saturday or Sunday or any other day on which Lender or banks
      in
      New York are authorized to close.

     

    "Capital
      Expenditure Advance"
      has the
      meaning set forth in Section 1.1(b).

     

    "Capital
      Expenditure Equipment"
      means
      Eligible Equipment acquired by Borrowers after the date of this Agreement with
      Capital Expenditure Advances.

     

    "Cash
      Flow"
      means
      with respect to any period, net income plus
      depreciation and amortization for such period, minus
      interest
      payable in cash during such period, minus actual principal payments made with
      respect to long term debt during such period.

     

    "Chattel
      Paper"
      has the
      meaning set forth in the UCC.

     

    "Closing
      Fee"
      has the
      meaning set forth in Section 2.2(a).

     

    "Collateral"
      means
      all property and interests in property in or upon which a security interest
      or
      other Lien is granted pursuant to this Agreement or the other Loan Documents,
      including all of the property of Borrowers described in
      Section 3.1.

     

    "Commercial
      Tort Claims"
      has the
      meaning set forth in the UCC.

     

    "Credit
      Accommodation"
      has the
      meaning set forth in Section 1.1(a).

     

    "Credit
      Accommodation Balance"
      means
      the sum of (i) the aggregate undrawn face amount of all outstanding Credit
      Accommodations and (ii) all interest, fees and costs due or, in Lender's
      estimation, likely to become due in connection therewith.

     

    "Credit
      Accommodation Fees"
      has the
      meaning set forth in Section 2.2(h).

     

    "Credit
      Accommodation Limit"
      means
      the amount set forth in Section 1(e) of Schedule A.

     

    "Default"
      means
      any event which with notice or passage of time, or both, would constitute an
      Event of Default.

     

    "Default
      Rate"
      has the
      meaning set forth in Section 2.1.

     

    "Deposit
      Account"
      has the
      meaning set forth in the UCC.

     

    "Dilution
      Percentage"
      means
      the gross amount of all returns, allowances, discounts, credits, write-offs
      and
      similar items relating to a Borrower's Accounts computed as a percentage of
      such
      Borrower's gross sales, calculated on a ninety (90) day rolling
      average.

     

    
      
        
        

      

      
        Schedule
          B - Page 2

        
          

        

      

      
        
        

      

    

     

    "Document"
      has the
      meaning set forth in the UCC.

     

    "Early
      Termination Fee"
      has the
      meaning set forth in Section 7.2.

     

    "Electronic
      Chattel Paper"
      has the
      meaning set forth in the UCC.

     

    "Eligible
      Account"
      means,
      at any time of determination, an Account which satisfies the general criteria
      set forth below and which is otherwise acceptable to Lender (provided,
      that
      Lender may, in its sole discretion, change the general criteria for
      acceptability of Eligible Accounts upon at least fifteen days' prior notice
      to
      Borrowers). An Account shall be deemed to meet the current general criteria
      if
      (i) neither the Account Debtor nor any of its Affiliates is an Affiliate,
      creditor or supplier of any Borrower; (ii) it does not remain unpaid more
      than the earlier to occur of (A) the number of days after the original
invoice
      date
      set
      forth in Section 5(a) of Schedule A or (B) the number of days
      after the original invoice
      due date
      set
      forth in Section 5(b) of Schedule A; (iii) the Account Debtor or
      its Affiliates are not past due on other Accounts owing to any Borrower
      comprising more than 50% of all of the Accounts owing to such Borrower by such
      Account Debtor or its Affiliates; (iv) all Accounts owing by the Account
      Debtor or its Affiliates do not represent more than (A) for the period from
      the
      date hereof through March 31, 2007, 20% of all otherwise Eligible Accounts
      and
      (B) for the period from April 1, 2007 through the end of the Term, 18% of all
      otherwise Eligible Accounts (provided,
      that
      Accounts which are deemed to be ineligible solely by reason of this
      clause (iv) shall be considered Eligible Accounts to the extent of the
      amount thereof which does not exceed the applicable percentage of
      all
      otherwise Eligible Account as set forth in this clause (iv)); (v) no
      covenant, representation or warranty contained in this Agreement with respect
      to
      such Account (including any of the representations set forth in
      Section 5.4) has been breached; (vi) the Account is not subject to any
      contra relationship, counterclaim, dispute or set-off (provided,
      that
      Accounts which are deemed to be ineligible solely by reason of this
      clause (vi) shall be considered Eligible Accounts to the extent of the
      amount thereof which is not affected by such contra relationships,
      counterclaims, disputes or set-offs); (vii) the Account Debtor's chief
      executive office or principal place of business is located in the United States
      or Provinces of Canada which have adopted the Personal Property Security Act
      or
      a similar act, unless (A) the sale is fully backed by a letter of credit,
      guaranty or acceptance acceptable to Lender in its sole discretion, and if
      backed by a letter of credit, such letter of credit has been issued or confirmed
      by a bank satisfactory to Lender, is sufficient to cover such Account, and
      if
      required by Lender, the original of such letter of credit has been delivered
      to
      Lender or Lender's agent and the issuer thereof notified of the assignment
      of
      the proceeds of such letter of credit to Lender or (B) such Account is
      subject to credit insurance payable to Lender issued by an insurer and on terms
      and in an amount acceptable to Lender; (viii) it is absolutely owing to a
      Borrower and does not arise from a sale on a bill-and-hold, guarantied sale,
      sale-or-return, sale-on-approval, consignment, retainage or any other repurchase
      or return basis or consist of progress billings; (ix) Lender shall have
      verified the Account in a manner satisfactory to Lender; (x) the Account
      Debtor is not the United States of America or any state or political subdivision
      (or any department, agency or instrumentality thereof), unless such Borrower
      has
      complied with the Assignment of Claims Act of 1940 (31 U.S.C. §203 et seq.)
      or
      other applicable similar state or local law in a manner satisfactory to Lender;
      (xi) it is at all times subject to Lender's duly perfected, first priority
      security interest and to no other Lien that is not a Permitted Lien, and the
      goods giving rise to such Account (A) were not, at the time of sale,
      subject to any Lien except Permitted Liens and (B) have been delivered to
      and accepted by the Account Debtor, or the services giving rise to such Account
      have been performed by such Borrower and accepted by the Account Debtor;
      (xii) the Account is not evidenced by Chattel Paper or an Instrument of any
      kind and has not been reduced to judgment; (xiii) the Account Debtor's
      total indebtedness to such Borrower does not exceed the amount of any credit
      limit established by such Borrower or Lender and the Account Debtor is otherwise
      deemed to be creditworthy by Lender (provided,
      that
      Accounts which are deemed to be ineligible solely by reason of this
      clause (xiii) shall be considered Eligible Accounts to the extent the
      amount of such Accounts does not exceed the lower of such credit limits);
      (xiv) there are no facts or circumstances existing, or which could
      reasonably be anticipated to occur, which might result in any adverse change
      in
      the Account Debtor's financial condition or impair or delay the collectibility
      of all or any portion of such Account; (xv) Lender has been furnished with
      all documents and other information pertaining to such Account which Lender
      has
      requested, or which Borrowers are obligated to deliver to Lender, pursuant
      to
      this Agreement; (xvi) no Borrower has made an agreement with the Account
      Debtor to extend the time of payment thereof beyond the time periods set forth
      in clause (ii) above; and (xvii) no Borrower has posted a surety or other
      bond in respect of the contract under which such Account arose.

     

    
      
        
        

      

      
        Schedule
          B - Page 3

        
          

        

      

      
        
        

      

    

     

    "Eligible
      Equipment"
      means,
      at any time of determination, Equipment owned by Borrowers which is not subject
      to any Lien (other than the Lien granted to Lender pursuant to the Agreement)
      and which Lender, in its sole discretion, deems to be eligible for borrowing
      purposes.

     

    "Eligible
      Inventory"
      means,
      at any time of determination, Inventory
      (other than packaging materials and supplies) which satisfies the general
      criteria set forth below and which is otherwise acceptable to Lender
      (provided,
      that
      Lender may, in its sole discretion, change the general criteria for
      acceptability of Eligible Inventory upon at least fifteen days' prior written
      notice to Borrowers). Inventory shall be deemed to meet the current general
      criteria if (i) it consists of raw materials or finished goods, or
      work-in-process that is readily marketable in its current form; (ii) it is
      in good, new and saleable condition; (iii) it is not slow-moving, obsolete,
      unmerchantable, returned or repossessed; (iv) it is not in the possession
      of a processor, consignee or bailee, or located on premises leased or subleased
      to any Borrower, or on premises subject to a mortgage in favor of a Person
      other
      than Lender, unless such processor, consignee, bailee or mortgagee or the lessor
      or sublessor of such premises, as the case may be, has executed and delivered
      all documentation which Lender shall require to evidence the subordination
      or
      other limitation or extinguishment of such Person's rights with respect to
      such
      Inventory and Lender's right to gain access thereto; (v) it meets all
      standards imposed by any governmental agency or authority; (vi) it conforms
      in all respects to any covenants, warranties and representations set forth
      in
      the Agreement; (vii) it is at all times subject to Lender's duly perfected,
      first priority security interest and no other Lien except a Permitted Lien;
      and
      (viii) it is situated at an Inventory Location listed in
      Sections 9(a)(4), 9(b)(4), 9(c)(4), 9(d)(4), 9(e)(4), 9(f)(4) or 9(g)(4) of
      Schedule A or other location of which Lender has been notified as required
      by Section 5.8.

     

    
      
        
        

      

      
        Schedule
          B - Page 4

        
          

        

      

      
        
        

      

    

     

    "Eligible
      Real Property"
      means,
      at any time of determination, Real Property owned by any Borrower which Lender,
      in its sole discretion, deems to be eligible for borrowing
      purposes.

     

    "Equipment"
      has the
      meaning set forth in the UCC.

     

    "Equipment
      Advance"
      has the
      meaning set forth in Section 1.1(b).

     

    "ERISA"
      means
      the Employee Retirement Income Security Act of 1974 and all rules, regulations
      and orders promulgated thereunder.

     

    "Event
      of Default"
      has the
      meaning set forth in Section 8.1.

     

    "Facility
      Fees"
      means,
      collectively, the Initial Term Facility Fee and the Renewal Term Facility
      Fee.

     

    "Federal
      Excise Tax Refund"
      means
      any refund payment or similar benefit to a Borrower relating to Federal Excise
      Taxes with respect to a Borrower, whether received from the applicable
      governmental authority or from another Person, whether made to or on behalf
      such
      Borrower, and whether received in cash, in kind or as a credit against past
      or
      future obligations.

     

    "Fixtures"
      has the
      meaning set forth in the UCC.

     

    "GAAP"
      means
      generally accepted accounting principles as in effect from time to time,
      consistently applied.

     

    "General
      Intangibles"
      has the
      meaning set forth in the UCC.

     

    "Goods"
      has the
      meaning set forth in the UCC.

     

    "Initial
      Maturity Date"
      means
      the date set forth in Section 7 of Schedule A.

     

    "Initial
      Term"
      has the
      meaning set forth in Section 7.1.

     

    "Initial
      Term Facility Fee"
      has the
      meaning set forth in Section 2.2(b).

     

    "Instrument"
      has the
      meaning set forth in the UCC.

     

    "Inventory"
      has the
      meaning set forth in the UCC.

     

    "Inventory
      Advance Rate"
      means
      the percentage(s) set forth in Section 1(b)(ii) of
      Schedule A.

     

    
      
        
        

      

      
        Schedule
          B - Page 5

        
          

        

      

      
        
        

      

    

     

    "Inventory
      Sublimit"
      means
      the amount(s) set forth in Section 1(d) of Schedule A.

     

    "Investment
      Property"
      has the
      meaning set forth in the UCC.

     

    "Lender"
      has the
      meaning set forth in the heading to the Agreement.

     

    "Letter-of-Credit
      Right"
      has the
      meaning set forth in the UCC.

     

    "Lien"
      means
      any interest in property securing an obligation owed to, or a claim by, a Person
      other than the owner of the property, whether such interest is based on common
      law, statute or contract, including rights of sellers under conditional sales
      contracts or title retention agreements and reservations, exceptions,
      encroachments, easements, rights-of-way, covenants, conditions, restrictions,
      leases and other title exceptions and encumbrances affecting property. For
      the
      purpose of this Agreement, Borrower shall be deemed to be the owner of any
      property which it has acquired or holds subject to a conditional sale agreement
      or other arrangement pursuant to which title to the property has been retained
      by or vested in some other Person for security purposes.

     

    "Loan
      Account"
      has the
      meaning set forth in Section 2.4.

     

    "Loan
      Documents"
      means,
      collectively, the Agreement and all notes, guaranties, security agreements,
      certificates, landlord's agreements, Lock Box and Blocked Account agreements
      and
      all other agreements, documents and instruments now or hereafter executed or
      delivered by any Borrower or any Obligor in connection with, or to evidence
      the
      transactions contemplated by, this Agreement.

     

    "Loan
      Limits"
      means,
      collectively, the Availability limits and all other limits on the amount of
      Loans and Credit Accommodations set forth in this Agreement.

     

    "Loans"
      means,
      collectively, the Revolving Loans and any Term Loan.

     

    "Lock
      Box"
      has the
      meaning set forth in Section 4.1.

     

    "Maturity
      Date"
      has the
      meaning set forth in Section 7.1.

     

    "Maximum
      Facility Amount"
      means
      the amount set forth in Section 1(a) of Schedule A.

     

    "Minimum
      Borrowing Fee"
      has the
      meaning set forth in Section 2.2(e).

     

    "Minimum
      Loan Amount"
      means
      the amount set forth in Section 4 of Schedule A.

     

    "Monthly
      Average Account Turnover"
      means,
      with respect to an Account Debtor, the average number of days existing between
      the original invoice date of an Account and the actual payment for such Account,
      for all Accounts paid during the preceding month.

     

    
      
        
        

      

      
        Schedule
          B - Page 6

        
          

        

      

      
        
        

      

    

     

    "Obligations"
      means
      all present and future Loans, advances, debts, liabilities, obligations,
      guaranties, covenants, duties and indebtedness at any time owing by Borrowers
      or
      any Borrower to Lender, whether evidenced by this Agreement, any other Loan
      Document or otherwise whether arising from an extension of credit, opening
      of a
      Credit Accommodation, guaranty, indemnification or otherwise (including all
      fees, costs and other amounts which may be owing to issuers of Credit
      Accommodations and all taxes, duties, freight, insurance, costs and other
      expenses, costs or amounts payable in connection with Credit Accommodations
      or
      the underlying goods), whether direct or indirect (including those acquired
      by
      assignment and any participation by Lender in Borrowers' indebtedness owing
      to
      others), whether absolute or contingent, whether due or to become due, and
      whether arising before or after the commencement of a proceeding under the
      Bankruptcy Code or any similar statute, including all interest, charges,
      expenses, fees, attorney's fees, expert witness fees, audit fees, letter of
      credit fees, Closing Fees, Facility Fees, Servicing Fees, Unused Line Fees,
      Minimum Borrowing Fees, Success Fees, amounts owing under warrants, Credit
      Accommodation Fees and any other sums chargeable to Borrowers under this
      Agreement or under any other Loan Document.

     

    "Obligor"
      means
      any guarantor, endorser, acceptor, surety or other person liable on, or with
      respect to, the Obligations or who is the owner of any property which is
      security for the Obligations, other than any Borrower.

     

    "Overadvance
      Amount"
      means
      the amount set froth in Section 1(g) of Schedule A.

     

    "PCB
      Inventory"
      means
      Inventory owned by any PCB Subsidiary.

     

    "PCB
      Subsidiaries"
      means
Titan
      PCB West, Inc. and
      Titan
      PCB East, Inc..

     

    "Permitted
      Liens"
      means:
      (i) purchase money security interests in specific items of Equipment in an
      aggregate amount not to exceed the limit set forth in Section 8(h) of
      Schedule A; provided,
      that
      such Equipment is purchased on or after the date hereof; (ii) leases of
      specific items of Equipment in an aggregate amount not to exceed the limit
      set
      forth in Section 8(i) of Schedule A; (iii) Liens for taxes not
      yet due and payable; (iv) additional Liens which are fully subordinate to
      the security interests of Lender and are consented to in writing by Lender;
      (v) security interests being terminated concurrently with the execution of
      this Agreement; (vi) Liens of materialmen, mechanics or carriers, but
      excluding Liens in favor of warehousemen, arising in the ordinary course of
      business and securing obligations which are not delinquent; (vii) Liens
      incurred in connection with the extension, renewal or refinancing of the
      indebtedness secured by Liens of the type described in clause (i) or (ii)
      above; provided,
      that
      any extension, renewal or replacement Lien is limited to the property encumbered
      by the existing Lien and the principal amount of the indebtedness being
      extended, renewed or refinanced does not increase; (viii) Liens in favor of
      customs and revenue authorities which secure payment of customs duties in
      connection with the importation of goods; and (ix) security deposits posted
      in connection with real property leases or subleases. Lender will have the
      right
      to require, as a condition to its consent under clause (iv) above, that the
      holder of the additional Lien sign an intercreditor agreement in form and
      substance satisfactory to Lender, in its sole discretion, acknowledging that
      the
      Lien is subordinate to the security interests of Lender, and agreeing not to
      take any action to enforce its subordinate Lien so long as any Obligations
      remain outstanding, and that Borrowers agree that any uncured default in any
      obligation secured by the subordinate Lien shall also constitute an Event of
      Default under this Agreement.

     

    
      
        
        

      

      
        Schedule
          B - Page 7

        
          

        

      

      
        
        

      

    

     

    "Person"
      means
      any individual, sole proprietorship, partnership, joint venture, limited
      liability company, trust, unincorporated organization, association, corporation,
      government or any agency or political division thereof, or any other
      entity.

     

    "Prime
      Rate"
      means,
      at any given time, the prime rate as quoted in The
      Wall Street Journal
      as the
      base rate on corporate loans posted as of such time by at least 75% of the
      nation's 30 largest banks (which rate is not necessarily the lowest rate offered
      by such banks).

     

    "Proceeds"
      has the
      meaning set forth in the UCC.

     

    "Real
      Property"
      means
      the real property described in Section 10 of Schedule A.

     

    "Real
      Property Advance"
      has the
      meaning set forth in Section 1.1(b).

     

    "Released
      Parties"
      has the
      meaning set forth in Section 6.1.

     

    "Renewal
      Term"
      has the
      meaning set forth in Section 7.1.

     

    "Renewal
      Term Facility Fee"
      has the
      meaning set forth in Section 2.2(b).

     

    "Reserves"
      has the
      meaning set forth in Section 1.2.

     

    "Revolving
      Loans"
      has the
      meaning set forth in Section 1.1(a).

     

    "Sale"
      has the
      meaning set forth in Section 8.2.

     

    "Servicing
      Fee"
      has the
      meaning set forth in Section 2.2(c).

     

    "Shares"
      has the
      meaning set forth in Section 2.2(g).

     

    "Subsidiary"
      means
      any corporation or other entity of which a Person owns, directly or indirectly,
      through one or more intermediaries, more than 50% of the capital stock or other
      equity interest at the time of determination.

     

    
      
        
        

      

      
        Schedule
          B - Page 8

        
          

        

      

      
        
        

      

    

     

    "Success
      Fee"
      has the
      meaning set forth in Section 2.2(f).

     

    "Tangible
      Chattel Paper"
      has the
      meaning set forth in the UCC.

     

    "Tax
      Refunds"
      means
      collectively the Federal Excise Tax Refund and the Universal Service Fund
      Refund.

     

    "Term"
      means
      the period commencing on the date of this Agreement and ending on the Maturity
      Date.

     

    "Term
      Loans"
      means
      collectively Term Loan A and Term Loan B.

     

    "Term
      Loan A"
      has the
      meaning set forth in Section 1.1(b).

     

    "Term
      Loan B"
      has the
      meaning set forth in Section 1.1(c).

     

    "UCC"
      means,
      at any given time, the Uniform Commercial Code as adopted and in effect at
      such
      time in the State of New York.

     

    "Universal
      Service Fund Refund"
      means
      any refund payment or similar benefit to a Borrower relating to Universal
      Service Fund payments with respect to a Borrower, whether received from the
      applicable governmental authority or from another Person, whether made to or
      on
      behalf of such Borrower and whether received in cash, in kind or as a credit
      against future obligations.

     

    "Unused
      Line Fee"
      has the
      meaning set forth in Section 2.2(d).

     

    "Updated
      Equipment Appraisal"
      has the
      meaning set forth in Section 12 of Schedule A.

     

    "Wireless
      Inventory"
      means
      Inventory owned by Titan Wireless Communications, Inc.

     

    All
      accounting terms used in this Agreement, unless otherwise indicated, shall
      have
      the meanings given to such terms in accordance with GAAP. All other terms
      contained in this Agreement, unless otherwise indicated, shall have the meanings
      provided by the UCC, to the extent
      such terms are defined therein. The term "including,"
      whenever used in this Agreement, shall mean "including but not limited to."
      The
      singular form of any term shall include the plural form, and vice versa, when
      the context so requires. References to Sections, subsections and Schedules
      are
      to Sections and subsections of, and Schedules to, this Agreement. All references
      to agreements and statutes shall include all amendments thereto and successor
      statutes in the case of statutes.

     

    
      
        
        

      

      
        Schedule
          B - Page 9

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Borrowers and Lender have signed this Schedule B as of the
      date set forth in the heading to the Agreement.

    
       

      
        	
                Borrowers:

              	 	 	Lender:
	 	 	 	 
	
                TITAN
                  GLOBAL
                  HOLDINGS,
                  INC.

              	 	 	GREYSTONE
                BUSINESS
                CREDIT II LLC
	 	 	 	 
	 	 	 	 
	By 	 	 	By 
	
                
                  

                

                
                  Its

                

              	 	 	
                
                  

                

                
                  Its
                    Authorized Signatory

                

              
	
                
                  

                

              	 	 	 


      

       

      
        	
                TITAN
                  PCB WEST,
                  INC.

              	 	 	 
	 	 	 	 
	 	 	 	 
	By 	 	 	
              
	
                
                  

                

                Its
                  

              	 	 	
              
	
                
                  

                

              	 	 	 


      

      
         

        
          	
                  TITAN
                    PCB EAST,
                    INC.

                	 	 	 
	 	 	 	 
	 	 	 	 
	By 	 	 	
                
	
                  
                    

                  

                  Its
                    

                	 	 	
                
	
                  
                    

                  

                	 	 	 


        

        
          
             

            
              	
                      OBLIO
                        TELECOM,
                        INC.

                    	 	 	 
	 	 	 	 
	 	 	 	 
	By 	 	 	
                    
	
                      
                        

                      

                      Its

                    	 	 	
                    
	
                      
                        

                      

                    	 	 	 


            

            
              
                 

                
                  	
                          TITAN
                            WIRELESS
                            COMMUNICATIONS,
                            INC.

                        	 	 	 
	 	 	 	 
	 	 	 	 
	By 	 	 	
                        
	
                          
                            

                          

                          Its

                        	 	 	
                        
	
                          
                            

                          

                        	 	 	 


                

                 

              

            

          

        

      

      
        	
                START
                  TALK
                  INC.
                  

              	 	 	 
	 	 	 	 
	 	 	 	 
	By 	 	 	
              
	
                
                  

                

                Its

              	 	 	
              
	
                
                  

                

              	 	 	 


      

      
         

        
          	
                  PINLESS,
                    INC.

                	 	 	 
	 	 	 	 
	 	 	 	 
	By 	 	 	
                
	
                  
                    

                  

                  Its

                	 	 	
                
	
                  
                    

                  

                	 	 	 


        

        
           

          

            Signature
              Page to Schedule B to Loan and Security
              Agreement

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    FORM
      OF TERM NOTE A

    

      
        	
                $______________

              	
                New
                  York, New York

              
	 	
                _____________,
                  ____

              


      

       

    

    
    

    FOR
      VALUE
      RECEIVED, the undersigned ("Borrowers"),
      hereby unconditionally promise to pay, jointly and severally, to the order
      of
Greystone
      Business Credit II LLC ("Lender"),
      a
      ______________ limited liability company having an address at 152 West 57th
      Street, 60th Floor, New York, New York 10019, or at such other place as the
      holder of this Term Note A ("Term
      Note")
      may
      from time to time designate in writing, in lawful money of the United States
      of
      America and in immediately available funds, the principal sum of
      ________________________ and __/100 Dollars ($____________). Reference is hereby
      made to the Loan and Security Agreement among Borrowers and Lender of even
      date
      herewith (the "Loan
      Agreement")
      for a
      statement of the terms and conditions under which the loan evidenced hereby
      was
      made and is to be repaid. This Term Note evidences a Term Loan A Advance
      described in the Loan Agreement. Capitalized terms used herein which are not
      otherwise specifically defined herein shall have the meanings ascribed to such
      terms in the Loan Agreement.

     

    The
      outstanding principal balance of this Term Note shall be payable in full on
      the
      Maturity Date. Prior thereto, the Term Note shall be repayable as set forth
      in
      the Loan Agreement.

     

    Borrowers
      further promise to pay interest on the outstanding principal amount hereof
      from
      the date hereof until payment in full hereof at the per annum rate as set forth
      in the Loan Agreement. Following the occurrence and during the continuance
      of an
      Event of Default the entire outstanding principal balance of this Term Note
      shall, at Lender's option, bear interest until paid in full at a per annum
      rate
      equal to the interest rate applicable to the Term Loan from time to time in
      effect plus three percent (3.0%). Until maturity, interest on the outstanding
      principal amount hereof shall be payable in arrears on the first day of each
      month, commencing [insert
      date which is the first day of the calendar month following the month in which
      the advance was made]
      and on
      the Maturity Date. After maturity, whether by acceleration or otherwise, accrued
      interest shall be payable on demand. Interest as aforesaid shall be charged
      for
      the actual number of days elapsed over a year consisting of three hundred sixty
      (360) days on the actual daily outstanding balance hereof. Changes in the
      interest rate provided for herein which are due to changes in the Prime Rate
      shall be effective on the date of the change in the Prime Rate.

     

    Notwithstanding
      anything to the contrary contained herein, the aggregate of all interest
      hereunder and charged or collected by Lender is not intended to exceed the
      highest rate permissible under any applicable law, but if it should, such
      interest shall automatically be reduced to the extent necessary to comply with
      applicable law and Lender will refund to Borrowers any such excess interest
      received by Lender.

     

    
      
        
        

      

      
        Exhibit
          A
          - Page 1

        
          

        

      

      
        
        

      

    

     

    Subject
      to Section 7.2 of the Loan Agreement, Borrowers may, prepay the outstanding
      principal balance hereof in whole or in part. Any partial prepayment of the
      Term
      Loan shall be applied to the unpaid installments of the Term Loan in the inverse
      order of their maturities.

     

    Upon
      and
      after the occurrence of an Event of Default, this Term Note may, at the option
      of Lender, and without demand, notice or legal process of any kind, be declared,
      and immediately shall become, due and payable.

     

    Payments
      received by Lender from Borrowers on this Term Note shall be applied to the
      Obligations as provided in the Loan Agreement.

     

    Presentment,
      demand, protest and notice of presentment, demand, nonpayment and protest are
      hereby waived by Borrowers.

     

    THIS
      TERM
      NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO
      DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. If any
      provision of this Term Note or the application thereof shall be held to be
      void
      or unenforceable by any court of competent jurisdiction, such defect shall
      not
      affect the remainder of this Term Note, which shall continue in full force
      and
      effect. Whenever in this Term Note reference is made to Lender or Borrowers,
      such reference shall be deemed to include, as applicable, a reference to their
      respective successors and assigns. The provisions of this Term Note shall be
      binding upon each Borrower and its successors and assigns, and shall inure
      to
      the benefit of Lender and its successors and assigns.

     

    
      
        
        

      

      
        Exhibit
          A
          - Page 2

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	 
	 	Borrowers:
	 	 
	 	
              TITAN
                GLOBAL
                HOLDINGS,
                INC.

            
	 
 	 
 	 
 
	
            	By  	
            
	 	
              

              Its

            
	 	
              
                

              

            


       

      
        	 	 	 
	 	
                TITAN
                  PCB WEST,
                  INC.

              
	 
 	 
 	 
 
	
              	By  	
              
	 	
                

                Its

              
	 	
                
                  

                

              


         

        
          	 	 	 
	 	
                  TITAN
                    PCB EAST,
                    INC.

                
	 
 	 
 	 
 
	
                	By  	
                
	 	
                  

                  Its

                
	 	
                  
                    

                  

                


           

          
            	 	 	 
	 	
                    OBLIO
                      TELECOM,
                      INC.

                  
	 
 	 
 	 
 
	
                  	By  	
                  
	 	
                    

                    Its

                  
	 	
                    
                      

                    

                  


             

            
              	 	 	 
	 	
                      TITAN
                        WIRELESS
                        COMMUNICATIONS,
                        INC.

                    
	 
 	 
 	 
 
	
                    	By  	
                    
	 	
                      

                      Its

                    
	 	
                      
                        

                      

                    


               

              
                	 	 	 
	 	
                        START
                          TALK
                          INC.
                          

                      
	 
 	 
 	 
 
	
                      	By  	
                      
	 	
                        

                        Its

                      
	 	
                        
                          

                        

                      


                 

                
                  	 	 	 
	 	
                          PINLESS,
                            INC.

                        
	 
 	 
 	 
 
	
                        	By  	
                        
	 	
                          

                          Its

                        
	 	
                          
                            

                          

                        




                
                  
                    
                    

                  

                  
                    Exhibit
                      A
                      - Page 3

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

    


    Exhibit
      B

     

    FORM
      OF TERM NOTE B

    

      
        	
                $______________

              	
                New
                  York, New York

              
	 	
                _____________,
                  ____

              


      

    

     

    FOR
      VALUE
      RECEIVED, the undersigned ("Borrowers"),
      hereby unconditionally promise to pay, jointly and severally, to the order
      of
Greystone
      Business Credit II LLC ("Lender"),
      a
      ______________ limited liability company having an address at 152 West 57th
      Street, 60th Floor, New York, New York 10019, or at such other place as the
      holder of this Term Note B ("Term
      Note")
      may
      from time to time designate in writing, in lawful money of the United States
      of
      America and in immediately available funds, the principal sum of
      ________________________ and __/100 Dollars ($____________). Reference is hereby
      made to the Loan and Security Agreement among Borrowers and Lender of even
      date
      herewith (the "Loan
      Agreement")
      for a
      statement of the terms and conditions under which the loan evidenced hereby
      was
      made and is to be repaid. This Term Note evidences a Term Loan B Advance
      described in the Loan Agreement. Capitalized terms used herein which are not
      otherwise specifically defined herein shall have the meanings ascribed to such
      terms in the Loan Agreement.

     

    The
      outstanding principal balance of this Term Note shall be payable in full on
      the
      Maturity Date. Prior thereto, the Term Note shall be repayable as set forth
      in
      the Loan Agreement.

     

    Borrowers
      further promise to pay interest on the outstanding principal amount hereof
      from
      the date hereof until payment in full hereof at the per annum rate as set forth
      in the Loan Agreement. Following the occurrence and during the continuance
      of an
      Event of Default the entire outstanding principal balance of this Term Note
      shall, at Lender's option, bear interest until paid in full at a per annum
      rate
      equal to the interest rate applicable to the Term Loan from time to time in
      effect plus three percent (3.0%). Until maturity, interest on the outstanding
      principal amount hereof shall be payable in arrears on the first day of each
      month, commencing [insert
      date which is the first day of the calendar month following the month in which
      the advance was made]
      and on
      the Maturity Date. After maturity, whether by acceleration or otherwise, accrued
      interest shall be payable on demand. Interest as aforesaid shall be charged
      for
      the actual number of days elapsed over a year consisting of three hundred sixty
      (360) days on the actual daily outstanding balance hereof. Changes in the
      interest rate provided for herein which are due to changes in the Prime Rate
      shall be effective on the date of the change in the Prime Rate.

     

    Notwithstanding
      anything to the contrary contained herein, the aggregate of all interest
      hereunder and charged or collected by Lender is not intended to exceed the
      highest rate permissible under any applicable law, but if it should, such
      interest shall automatically be reduced to the extent necessary to comply with
      applicable law and Lender will refund to Borrowers any such excess interest
      received by Lender.

     

    
      
        
        

      

      
        Exhibit
          B
          - Page 1

        
          

        

      

      
        
        

      

    

     

    Subject
      to Section 7.2 of the Loan Agreement, Borrowers may, prepay the outstanding
      principal balance hereof in whole or in part. Any partial prepayment of the
      Term
      Loan shall be applied to the unpaid installments of the Term Loan in the inverse
      order of their maturities.

     

    Upon
      and
      after the occurrence of an Event of Default, this Term Note may, at the option
      of Lender, and without demand, notice or legal process of any kind, be declared,
      and immediately shall become, due and payable.

     

    Payments
      received by Lender from Borrowers on this Term Note shall be applied to the
      Obligations as provided in the Loan Agreement.

     

    Presentment,
      demand, protest and notice of presentment, demand, nonpayment and protest are
      hereby waived by Borrowers.

     

    THIS
      TERM
      NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO
      DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. If any
      provision of this Term Note or the application thereof shall be held to be
      void
      or unenforceable by any court of competent jurisdiction, such defect shall
      not
      affect the remainder of this Term Note, which shall continue in full force
      and
      effect. Whenever in this Term Note reference is made to Lender or Borrowers,
      such reference shall be deemed to include, as applicable, a reference to their
      respective successors and assigns. The provisions of this Term Note shall be
      binding upon each Borrower and its successors and assigns, and shall inure
      to
      the benefit of Lender and its successors and assigns.

     

    
      
        
        

      

      
        Exhibit
          B
          - Page 2

        
          

        

      

      
        
        

      

    


    
       

      
        	 	 	 
	 	Borrowers:
	 	 
	 	
                TITAN
                  GLOBAL
                  HOLDINGS,
                  INC.

              
	 
 	 
 	 
 
	
              	By  	
              
	 	
                

                Its

              
	 	
                
                  

                

              


         

        
          	 	 	 
	 	
                  TITAN
                    PCB WEST,
                    INC.

                
	 
 	 
 	 
 
	
                	By  	
                
	 	
                  

                  Its

                
	 	
                  
                    

                  

                


           

          
            	 	 	 
	 	
                    TITAN
                      PCB EAST,
                      INC.

                  
	 
 	 
 	 
 
	
                  	By  	
                  
	 	
                    

                    Its

                  
	 	
                    
                      

                    

                  


             

            
              	 	 	 
	 	
                      OBLIO
                        TELECOM,
                        INC.

                    
	 
 	 
 	 
 
	
                    	By  	
                    
	 	
                      

                      Its

                    
	 	
                      
                        

                      

                    


               

              
                	 	 	 
	 	
                        TITAN
                          WIRELESS
                          COMMUNICATIONS,
                          INC.

                      
	 
 	 
 	 
 
	
                      	By  	
                      
	 	
                        

                        Its

                      
	 	
                        
                          

                        

                      


                 

                
                  	 	 	 
	 	
                          START
                            TALK
                            INC.
                            

                        
	 
 	 
 	 
 
	
                        	By  	
                        
	 	
                          

                          Its

                        
	 	
                          
                            

                          

                        


                   

                  
                    	 	 	 
	 	
                            PINLESS,
                              INC.

                          
	 
 	 
 	 
 
	
                          	By  	
                          
	 	
                            

                            Its

                          
	 	
                            
                              

                            

                          


                  

                   

                  


                  
                    
                      
                      

                    

                    
                      Exhibit
                        B
                        - Page 3