Exhibit 10.1

|              | 
|------------- | 
|MorganStanley | 
|SmithBarney  

| |                                
| | -------------------------------
| | FR T-4                         
| | OMB No. 7100-0019              
| | Approval expires March 31, 2011

|                      |  |         |  |     |  |   |    | 
|--------------------- |  | ------- |  | --- |  | - | -- | 
|Loan Account Number  
|                     
|Branch                |  | Account |  | T   |  | C | FA | 
|415                   |  | 15      |  | 212
|                      |  |         |  |    
|                     
|Pledge Account Number
|                     
|Branch                |  | Account |  | T   |  | C | FA | 
|415                   |  | 18      |  | 212
|                      |  |         |  |    
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 

|       |  |         |  |  
|------ |  | ------- |  | -
|Branch |  | Account |  | T
|       |  |         |  |  
|       |  |         |  |  
|Branch |  | Account |  | T
|       |  |         |  |  
|       |  |         |  |  
|Branch |  | Account |  | T
|       |  |         |  |  
|       |  |         |  |  

(If additional pledge accounts are required, please indicate account
numbers on page 1.1.)

EXPRESS CREDITLINE (MAXIMUM)


BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM


Statement of Purpose for an Extension of Credit by a
Creditor
(Federal Reserve Form T-4)

|                             
|-----------------------------
|CITIGROUP GLOBAL MARKETS INC.
|                             
|Name of Creditor             

This report
is required by law (15 U.S.C. 78g and 78w; 12 CFR 220).

The Federal
Reserve may not conduct or sponsor, and an organization (or a person) is not
required to respond to, a collection of information unless it displays a
currently valid OMB control number.

Public
reporting burden for this collection of information is estimated to average 10
minutes per response, including the time to gather and maintain data in the
required form and to review instructions and complete the information
collection. Send comments regarding this burden estimate or any other aspect of
this collection of information, including suggestions for reducing this burden,
to Secretary, Board of Governors of the Federal Reserve System, 20th and C
Streets, N.W., Washington, DC 20551; and to the Office of Management and
Budget, Paperwork Reduction Project (7100-0019), Washington, DC 20503.

Instructions

|   |                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | This form must be completed only
if the purpose of the credit being extended is not to purchase, carry, or trade in securities and the
credit is in excess of that otherwise permitted under Regulation T. (See §
220.6(e)(2)).
|   |                                                                                                                                                                                                                                
|2. | Please print or type (if space is
inadequate, attach separate sheet).                                                                                                                                                          

Part I (To be completed by customer(s))

|   |                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | What is the amount of the credit
being extended?                                                                                                                                                         
|   | The sum of loanable amount of the eligible securities, cash, and other
instruments in the clients account (see table on page 2)                                                                         
|   |                                                                                                                                                                                                          
|2. | The borrower acknowledges that no
part of this credit will be used to purchase, carry, or trade in securities.
The purpose of the credit is described in detail as follows:                              
|   | Finance business operations or assets,
working Capital, Equipment, operating expenses                                                                                                                    
|   |                                                                                                                                                                                                          
|  
|   |                                                                                                                                                                                                          
|  
|   |                                                                                                                                                                                                          
|3. | Are any of the securities listed
in Part II to be delivered, or have any such securities been delivered from a
bank, broker, dealer, or other
person on a delivery against payment basis? o Yes    þ No

I (We) have
read this form and certify that to the best of my (our) knowledge and belief
the information given is true, accurate, and complete.

|                               |  |         |  |                      |     
|------------------------------ |  | ------- |  | -------------------- | ----
|                              
|Borrowers Signature           |  | Date    |  | Borrowers Signature | Date
|(-s- Paul Genova)              |  | 9/11/09 |  |                      |     
|                              
|Print or type name
Paul Genova |  | Date    |  | Print or type name   | Date
|                              

This form should not be signed if blank.

A borrower who falsely certifies the
purpose of a credit on this form or otherwise willfully or intentionally evades
the provisions of Regulation T will also violate Federal Reserve Regulation X,
Borrowers of Securities Credit.

|                            |          
|--------------------------- | ---------
|4725TM (7/2009) page 1 of 4 | CPI# 1123

(barcode)

---



EXPRESS CREDITLINEAdditional Pledge Account Number Signature Page(This page is only to be used if
insufficient room for pledge accounts on page 1.)

|                      |  |         |  |     |  |   |    | 
|--------------------- |  | ------- |  | --- |  | - | -- | 
|Loan Account Number  
|                     
|Branch                |  | Account |  | T   |  | C | FA | 
|415                   |  | 15      |  | 212
|                      |  |         |  |    
|                     
|Pledge Account Number
|                     
|Branch                |  | Account |  | T   |  | C | FA | 
|415                   |  | 29      |  | 212
|                      |  |         |  |    
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                     
|                     
|                     
|Pledge Account Number
|                     
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |    
|                      |  |         |  |    
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                     
|                     

I (We) have
read this form and certify that to the best of my (our) knowledge and belief the
information given is true, accurate, and complete.

|                               |  |         |  |                      |     
|------------------------------ |  | ------- |  | -------------------- | ----
|                              
|Borrowers Signature           |  | Date    |  | Borrowers Signature | Date
|(-s- Paul Genova)              |  | 9/11/09 |  |                      |     
|                              
|Print or type name
Paul Genova |  | Date    |  | Print or type name   | Date
|                              

4725TM (7/2009) page 1.1

---



Express CreditLine - Attachments to Federal Reserve Form T-4
Purpose of Express CreditLine
(Part I, Question #1)

The maximum amount
of credit that may be extended for Express CreditLine will be based on the
eligible securities the Borrower maintains in a Express CreditLine account or
other accounts linked to the Express CreditLine account. Each security is
assigned a Loanable Value as outlined in the table below. Aggregate Loanable
Value will be calculated daily based on the market value of each security.

Eligible Collateral Chart

|                                                                                                                       |  |                                                  |  |                                                       
|---------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------ |  | ------------------------------------------------------
|Security                                                                                                               |  | Advance Rate
(Maximum Loan As % Of Market Value) |  | Minimum Maintenance Requirement
(As % Of Market Value)
|                                                                                                                       |  |                                                  |  |                                                       
|Equities/ADRS                                                                                                          |  |                                                  |  |                                                       
|Marginable
(min: $10/shr)                                                                                              |  | 65%                                              |  | 30%                                                   
|Non-marginable
(min: $15/shr)                                                                                          |  | 60%                                              |  | 35%                                                   
|Governments                                                                                                            |  |                                                  |  |                                                       
|Maturity
less than 1 year                                                                                              |  | 99%                                              |  | 1%                                                    
|Maturity
1-3 years                                                                                                     |  | 98%                                              |  | 2%                                                    
|Maturity
3-5 years                                                                                                     |  | 97%                                              |  | 3%                                                    
|Maturity 5-10 years                                                                                                    |  | 96%                                              |  | 4%                                                    
|Maturity
10-20 years                                                                                                   |  | 95%                                              |  | 5%                                                    
|Maturity
20 years plus                                                                                                 |  | 94%                                              |  | 6%                                                    
|Investment Grade Corporate
Non-Convertible Bonds                                                                      
|$50 &
above                                                                                                            |  | Up to 90%                                        |  | 10%                                                   
|$0 to $50                                                                                                              |  | Market Value Minus 10% of Face Value             |  | 10% of face value                                     
|Corporate Convertible Bonds                                                                                            |  |                                                  |  |                                                       
|$25 &
above                                                                                                            |  | 65%                                              |  | 30%                                                   
|Under $25                                                                                                              |  | Not eligible                                     |  | Not eligible                                          
|Muni Bonds                                                                                                             |  |                                                  |  |                                                       
|$70 and
above                                                                                                          |  | Up to 90%                                        |  | 10%                                                   
|$7 to $70                                                                                                              |  | Market Value
minus 7% of Face Value              |  | 7% of Face Value                                      
|Under $7                                                                                                               |  | Not eligible                                     |  | Not eligible                                          
|Mutual Funds                                                                                                           |  |                                                  |  |                                                       
|$5 and
above (In-House or Outside Funds)                                                                               |  | 65%                                              |  | 30%                                                   
|Unit
Trusts                                                                                                            |  |                                                  |  |                                                       
|All
In-House                                                                                                           |  | 65%                                              |  | 30%                                                   
|Other Marginable Units ($10 And Above)                                                                                
|Note:Mutual funds and unit trusts must be fully paid
for and owned by the client for more than 30 days to be eligible.
|SB Brokered CDs                                                                                                        |  |                                                  |  |                                                       
|Maturity
Less Than 1 Year                                                                                              |  | 85%                                              |  | 10%                                                   
|Maturity
1-2 Years                                                                                                     |  | 70%                                              |  | 25%                                                   
|Maturity
Greater Than 2 Years                                                                                          |  | 65%                                              |  | 30%                                                   
|Note:SB brokered CDs issued by institutions under
government conservatorship cannot be used as collateral.            
|Limited Partnerships Trade On NYSE                                                                                    
|$10 and
above                                                                                                          |  | 65%                                              |  | 30%                                                   

Above Loanable
Values and collateral requirements are based on our account equity requirements
currently in effect and are subject to change at any time without notice.

Mutual Funds, Unit
Investment Trusts and New Issues must be fully paid for and owned for 30 days
or longer before they can be used as collateral.

Loanable Values may be lower and
Minimum Collateral Requirements may be higher for:

| |   |                                                      
| | - | -----------------------------------------------------
| |  | restricted or control stock or concentrated positions
|
| |  | accounts holding illiquid or volatile positions      
|
| |  | deeply discounted bonds                              

Non-margin eligible
equities, restricted stock and non-investment grade bonds may be eligible as
collateral on an exception basis only. Loanable Values and Minimum Collateral
Requirements will be determined on a case by case basis.

All collateral is subject to review
and approval.

For additional information, please consult your Financial Advisor.

|                            |                                                                                                            
|--------------------------- | -----------------------------------------------------------------------------------------------------------
|4725TM (7/2009) page 2 of 4 | Morgan Stanley Smith Barney LLC. Member SIPC. Accounts
carried byCitigroup Global Markets Inc. Member SIPC.

---



Express CreditLine - Attachments to Federal
Reserve Form T-4

Maximum Borrowing Power and Collateral
Requirements
(Part I, Question #2)

Express CreditLine may be used for any personal* or business purpose
except to purchase, carry or trade in securities, or to reduce or retire
indebtedness incurred to purchase, carry or trade securities.

Please
indicate the purpose of your Express CreditLine by checking the appropriate
box(es) below:

Consumer Purposes:*

|                   |                                                                                                                     |                                                                                  
|------------------ | ------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------
|o                  | Finance purchase or construction
of primary residence, vacation or second home                                     
|                   |                                                                                                                    
|o                  | Home improvements                                                                                                  
|                   |                                                                                                                    
|o                  | Tuition payments                                                                                                   
|                   |                                                                                                                    
|o                  | Major purchase (Check all that
apply)                                                                              
|                   |                                                                                                                    
|                   | o                                                                                                                   | Automobile                                                                       
|                   |                                                                                                                     |                                                                                  
|                   | o                                                                                                                   | Aircraft                                                                         
|                   |                                                                                                                     |                                                                                  
|                   | o                                                                                                                   | Boat                                                                             
|                   |                                                                                                                     |                                                                                  
|                   | o                                                                                                                   | Other, specify: _________________________________________________________________
|                   |                                                                                                                     |                                                                                  
|o                  | Medical/Dental                                                                                                     
|                   |                                                                                                                     |                                                                                  
|o                  | Vacation/Travel                                                                                                    
|                   |                                                                                                                     |                                                                                  
|o                  | Taxes                                                                                                              
|                   |                                                                                                                    
|o                  | Other, specify:
___________________________________________________________________                                
|                   |                                                                                                                    
|Business
Purposes:
|                  
|o                  | Finance purchase or construction
of investment real estate (commercial or residential income producing real
estate)
|                   |                                                                                                                    
|þ                  | Finance business operations or
assets (Check all that apply)                                                       
|                   |                                                                                                                    
|                   | o                                                                                                                   | Purchase Business                                                                
|                   |                                                                                                                     |                                                                                  
|                   | þ                                                                                                                   | General working capital                                                          
|                   |                                                                                                                     |                                                                                  
|                   | o                                                                                                                   | Inventory                                                                        
|                   |                                                                                                                     |                                                                                  
|                   | o                                                                                                                   | Accounts receivable                                                              
|                   |                                                                                                                     |                                                                                  
|                   | þ                                                                                                                   | Equipment                                                                        
|                   |                                                                                                                     |                                                                                  
|                   | þ                                                                                                                   | Business occupied real estate                                                    
|                   |                                                                                                                     |                                                                                  
|o                  | Taxes                                                                                                              
|                   |                                                                                                                    
|o                  | Other, specify:
_____________________________________________________________________                              

As noted on page 1 of the form, a borrower who falsely
certifies the purpose of credit on this form or otherwise willfully or
intentionally evades the provisions of Regulation T will also violate Federal
Reserve Regulation X, Borrowers of Securities Credit.

* Express
CreditLine may not be available for consumer purposes in certain states. Your
Financial Advisor can inform you of any limitations or restrictions in your
particular state.

|                            | 
|--------------------------- | 
|4725TM (7/2009) page 3 of 4 | 

---



FR T-4

Part II (To be
completed by creditor)

The following is a listing of
collateral, if any, securing this credit.

1. Collateral consisting of
securities with loan value under Regulation T (refer to the Supplement to
Regulation T).

|                                                                                |  |                             |  |                                               |  |                                               |  |                              | 
|------------------------------------------------------------------------------- |  | --------------------------- |  | --------------------------------------------- |  | --------------------------------------------- |  | ---------------------------- | 
|No. of shares or
other unit                                                     |  | Itemize
separately by issue |  | Market price                                  |  | Date and source
of valuation
(See note below) |  | Total market
value
per issue | 
|                                                                               
|                                                                                |  | see Attached                |  |                                               |  |                                               |  |                              | 
|                                                                                |  |                             |  |                                               |  |                                               |  |                              | 
|                                                                                |  |                             | 
|2. Collateral consisting of securities having no loan
value under Regulation T. |  |                             | 
|                                                                                |  |                             |  |                                               |  |                                               |  |                              | 
|No. of shares or
other unit                                                     |  | Itemize
separately by issue |  | Market price                                  |  | Date and source
of valuation
(See note below) |  | Total market
value
per issue | 
|                                                                                |  |                             |  |                                               |  |                                               |  |                              | 
|                                                                                |  |                             | 
|3. Other collateral.                                                            |  |                             |  |                                               |  |                                               | 
|                                                                                |  |                             |  |                                               |  |                                               |  |                              | 
|Itemize                                                                         |  | Current market value        |  | Date and source
of valuation
(See note below) |  | Good faith loan
value                         | 
|                                                                               

Note: Creditor need not complete
Date and source of valuation if the market value was obtained from regularly
published or disseminated information in either a journal of general
circulation or an automated quotation system.

I am a duly authorized
representative of the creditor. I have read this form and any attachments, and
have accepted the customers statement in Part I in good faith as defined
below,* and I certify that to the best of my knowledge and belief, all the
information given is true, accurate, and complete.

|      |                                      
|----- | -------------------------------------
|     
|Date  | Authorized Representatives Signature
|     
|     
|Title | Print or type name                   
|     
|     

* To
accept the customers statement in good faith, the duly authorized representative
of the creditor must be alert to the circumstances surrounding the credit and,
if in possession of any information that would cause a prudent person not to
accept the statement without inquiry, must have investigated and be satisfied
that the statement is truthful. Among the facts which would require such
investigation are receipt of the statement through the mail or from a third
party.

This form
must be retained by the lender for three years after the credit is
extinguished.

|                            |                                                                                                            
|--------------------------- | -----------------------------------------------------------------------------------------------------------
|4725TM (7/2009) page 4 of 4 | Morgan
Stanley Smith Barney LLC. Member SIPC. Accounts carried byCitigroup Global
Markets Inc. Member SIPC.

---



|              | 
|------------- | 
|MorganStanley | 
|SmithBarney  

|                      |  |         |  |     |  |   |    | 
|--------------------- |  | ------- |  | --- |  | - | -- | 
|Loan Account Number  
|                     
|Branch                |  | Account |  | T   |  | C | FA | 
|415                   |  | 15      |  | 212
|                      |  |         |  |    
|                     
|Pledge Account Number
|                     
|Branch                |  | Account |  | T   |  | C | FA | 
|415                   |  | 18      |  | 212
|                     
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                     
|Branch                |  | Account |  | T   |  | C | FA | 
|                     
|                     

|       |  |         |  |   |  |   |    | 
|------ |  | ------- |  | - |  | - | -- | 
|      
|Branch |  | Account |  | T |  | C | FA | 
|       |  |         |  |  
|      
|Branch |  | Account |  | T |  | C | FA | 
|       |  |         |  |   |  |   |    | 
|      
|Branch |  | Account |  | T |  | C | FA | 
|      
|      

(If additional pledge accounts are required, please indicate account
numbers on page 1.1.)

EXPRESS CREDITLINE
LOAN AGREEMENT

This
Express CreditLine Revolving Loan Agreement (Agreement) is made between
Citigroup Global Markets Inc., Morgan Stanley Smith Barney LLC, and applicable
affiliates (collectively SB) and the undersigned (Client) to set forth the
terms and conditions that will govern advances made to Client pursuant to a
revolving credit facility (Loan Facility) that SB establishes for Client for
a purpose other than purchasing, carrying or trading in securities, or reducing
or retiring indebtedness incurred to purchase, carry or trade in securities.
This Agreement will not become effective and binding upon SB until it has been
executed by Client and accepted by SB in its offices in New York.

1)(a)
Subject to the terms and conditions of this Agreement, SB agrees to make one or
more extensions of credit to Client from time to time in an aggregate principal
amount which shall not at any time exceed one of the following amounts which
shall be agreed upon by the parties: (i) the sum of the loanable values
(Loanable Values) of each class of eligible securities contained in Clients
SB account[s], computed as of the close of the New York Stock Exchange (NYSE)
trading day immediately preceding the NYSE trading day on which an extension of
credit is made, or (ii) a specific dollar amount selected by Client and
approved by SB (Loan Limit). The initial Loan Limit selected by Client and
agreed upon by SB shall be indicated in Schedule A to this Agreement. The
Loan Limit must equal $25,001 or such greater amount as SB determines in its
sole discretion. Client also understands and agrees that SB may reduce the Loan
Limit in its sole discretion and at any time. Each extension of credit shall be
referred to in this Agreement as an Express CreditLine Advance and shall in
each instance only be made for a purpose other than purchasing, carrying or
trading in securities, or reducing or retiring indebtedness incurred to
purchase, carry or trade in securities. Express CreditLine Advances will be
made in a good-faith account established pursuant to Federal Reserve Board
Regulation T (Express CreditLine Account) pursuant to procedures prescribed
by SB. Client understands that SB will not in any event be required to make any
Express CreditLine Advance to Client unless the Collateral (as defined in
Section 6(a) of this Agreement) is acceptable to SB. If Clients obligation to
repay one or more Express CreditLine Advances (and accrued interest thereon) is
guaranteed by a person or entity that is not a party to this Agreement, and the
guarantor pledges securities in the guarantors SB account[s] as security for
the guaranty, Client acknowledges that such securities must, at all times, be
acceptable to SB.

(b) Client
understands and agrees that SB may, in its sole discretion, obtain reports
from, other persons concerning Clients credit standing and business conduct.
SB may ask credit-reporting agencies for consumer reports of Clients credit
history. Upon Clients request, SB will inform Client of the name and address
of the consumer reporting agency or agencies that furnish such consumer reports
to SB.

2)(a)
Subject to the provisions of this Agreement, Client may obtain an Express
CreditLine Advance at one or more times hereunder (subject to Clients Loan
Limit) by: (i) writing a check drawn on Clients FMA Account at SB (Client FMA
Check), (ii) requesting SB to issue a branch check (Branch Check) payable to
Client in the amount of the Express CreditLine Advance, (iii) requesting SB to
wire-transfer Federal funds in the amount of the Express CreditLine Advance to
a bank account in Clients name, (iv) requesting SB to effect an automatic
transfer of funds (ACH) to a pre-enrolled bank account in Clients name, (v)
using Clients debit card (Card) made available by SB, or (vi) any other
method agreed upon by SB and Client. If Client uses any of the foregoing
methods to access his/her FMA Account and there is an insufficient amount of
cash or cash equivalents in that account to honor the request for a debit, an
Express CreditLine Advance will be made to Client to place sufficient funds in
his/her SB FMA Account. Client understands and agrees that all Express
CreditLine Advances are subject during the term of this Agreement to his/ her
Loan Limit.

(b) In the
event Client seeks an Express CreditLine Advance hereunder by issuing a Client
FMA Check or using the Card which if honored would increase Clients
outstanding principal balance under the Loan Facility above Clients Loan
Limit, SB may without notice to Client refuse to honor Clients request for
such Express CreditLine Advance and inform any person presenting the Client FMA
Check or requesting authorization for use of the Card that it was not paid or
honored due to insufficient funds or for any other reason.

3) (a) SB
shall charge Client interest on the aggregate principal amount of Express
CreditLine Advances outstanding, if any. Such interest will be computed in the
same manner as that set forth for securities margin accounts in the pamphlet
prepared by SB entitled Important New Account Information (hereafter referred
to as New Account Document), which may be amended from time to time and which
amendment shall become binding upon written notice to Client. Client hereby
acknowledges receipt of the New Account Document. Interest will be payable
monthly. As provided in Paragraph 4, SB may in its sole discretion require that
all interest be paid in cash and/or shares of a money market fund in Clients
Express CreditLine Account. If SB elects not to impose this requirement, and if
(i) a sufficient amount of cash or money market fund shares is not available in
Clients Express CreditLine Account to pay the monthly interest amount, or if
Client elects not to make interest payments from the Express CreditLine
Account, and (ii) sufficient Collateral (as hereafter defined) acceptable to SB
is in SBs possession, the interest due shall be added to Clients outstanding
principal balance and thereafter interest shall accrue on such amount until
Clients outstanding balance under the Loan Facility has been repaid in full,
whether before or after demand or termination of this Agreement. Client
understands that by adding interest to the outstanding principal balance of
Clients Express CreditLine Advances, the amount of additional Express
CreditLine Advances Client may obtain shall be proportionately reduced.

(b) Client
understands that SB may pay a portion of the interest that it receives to
Clients Financial Advisor. SB may also charge Client, to the extent permitted
by applicable law, fees for establishing and/or servicing the Loan Facility.

(c) In no
event shall the total interest and fees charged under this Agreement exceed

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|                           | CPI# 1120                                                                                                   
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|4725B (6/2009) page 1 of 6 | Morgan Stanley Smith Barney LLC. Member SIPC. Accounts carried by
Citigroup Global Markets Inc. Member SIPC.
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EXPRESS
CREDITLINEAdditional Pledge Account Number
Signature Page
(This page is only to be used if insufficient room for pledge accounts on
page 1.)

|                      |  |         |  |     |  |   |    | 
|--------------------- |  | ------- |  | --- |  | - | -- | 
|Loan Account Number  
|                     
|Branch                |  | Account |  | T   |  | C | FA | 
|415                   |  | 15      |  | 212
|                      |  |         |  |    
|                     
|Pledge Account Number
|                     
|Branch                |  | Account |  | T   |  | C | FA | 
|415                   |  | 18      |  | 212
|                      |  |         |  |    
|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
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|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
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|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
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|Branch                |  | Account |  | T   |  | C | FA | 
|                     
|                      |  |         |  |     |  |   |    | 
|                     
|Pledge Account Number
|                     
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |    
|                      |  |         |  |    
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
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|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 
|Branch                |  | Account |  | T   |  | C | FA | 
|                      |  |         |  |     |  |   |    | 
|                      |  |         |  |     |  |   |    | 

I (We) have
read this form and certify that to the best of my (our) knowledge and belief
the information given is true, accurate, and complete.

|                                       |             |                    |                      |     
|-------------------------------------- | ----------- | ------------------ | -------------------- | ----
|                                      
|Borrowers Signature                   | (SIGNATURE) | Date9/11/09        | Borrowers Signature | Date
|                                      
|Print or type name                     | Date        | Print or type name | Date                
|Wireless Telcom Group, Paul Genova Pro |             |                    |                     
|                                      

|                        |                                                                                                             
|----------------------- | ------------------------------------------------------------------------------------------------------------
|47258 (6/2009) page 1.1 | Morgan Stanley Smith Barney LLC. Member SIPC. Accounts carried by
Citigroup Global Markets Inc. Member SIPC.

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the maximum
interest rate or total fees permitted by law. In the event any excess interest
or fees are collected, the same shall be refunded or credited to Client.

4) Fixed Rate Advances or Conversions

(a) For each
Express CreditLine Advance as described in the Agreement, Client may select an
interest rate that is fixed for a specific period of time. Client may also
convert a portion of the Express CreditLine balance from a variable rate to a
fixed rate of interest for a specific period of time. For purposes of this
Agreement, except where specifically noted, a balance conversion will also be
considered an Express CreditLine Advance. The fixed interest rate will be based
on the one-, three-, six- or twelve-month London InterBank Offered Rate
(LIBOR) as well as the 2-, 3-, 4-,and
5-year LIBOR SWAP index, as selected by Client, plus a spread. Client may lock
in a fixed interest rate for one, three, six or twelve months or 2, 3, 4, or 5
years when Client requests an Express CreditLine Advance. The term of the fixed
interest rate will correspond to the LIBOR rate selected by Client. (For
example, if Client selects an interest rate based on six-month LIBOR, the rate
will be fixed for six months even though six-month LIBOR may change over that
six-month period.) The fixed rate of interest will be based on the applicable
LIBOR as published in The Wall Street Journal Money Rates table two business days after the date the Express CreditLine
Advance is requested. Client may confirm the LIBOR rates and spreads in effect
on any day by calling Clients Financial Advisor. Client must request a fixed
interest rate Express CreditLine Advance by contacting Clients Financial
Advisor.

(b) Client may
obtain a fixed rate Express CreditLine Advance (other than a balance
conversion) only by (i) requesting SB to issue a Branch Check payable to Client
in the amount of the Express CreditLine Advance or (ii) requesting SB to wire-transfer
federal funds in the amount of the Express CreditLine Advance to a bank account
in the Clients name. Client may not have more than nine fixed rate Express
CreditLine Advances outstanding at any one time.

(c) At the end of
the selected one-, three-, six- or twelve-month term, or 2-, 3-, 4-, or 5-year
term, Client may pay the Express CreditLine Advance in full, or renew the fixed
interest rate for the same or a different term based on the LIBOR rates in
effect on the first business day of the renewal term. Client must select a
renewal term no more than 30 days prior to the end of the fixed rate term. If
Client does not select a renewal term, the Express CreditLine Advance will be
subject to the variable interest rate as described in Paragraph (3)(a) of the
Agreement.

(d) In the event
Client pays a fixed rate Express CreditLine Advance, in whole or in part, prior
to the expiration of the selected maturity term, or requests that the Advance
be converted to a variable rate of interest, a breakage fee will be charged
to Client. SB may, in its sole discretion, debit Clients Express CreditLine
Account for the amount of the breakage fee. Interest will accrue on the debited
amount at a variable interest rate as described in Paragraph (3)(a) of this Agreement
until the amount is paid in full. The breakage fee will be determined as
follows: SB will compare the original LIBOR rate selected by Client (rate A)
to the current LIBOR rate as of the Prepayment Effective Date (rate B). If A
is greater than B, SB will calculate the breakage fee by multiplying the
difference between rates A and B by the total amount of the Advance, times the
remainder of the maturity term. The remainder of the maturity term will be
computed on a 360-day year basis from the Prepayment Effective Date to the end
of the maturity term. The Prepayment Effective Date will be the date Client
makes the prepayment or requests that the Advance be converted to a variable
rate of interest. If the prepayment or request occurs after 3:00 p.m. eastern
time or on a non-business day, the Prepayment Effective Date will be the next
business day. The minimum breakage fee is $500. If A is less than or equal to
B, a breakage fee of $500 will be charged.

(e) SB reserves the
right in its sole discretion to stop offering fixed rate advances. If fixed
rate advances are discontinued, Client may no longer select a fixed interest
rate for any new Express CreditLine Advance. However, the fixed interest rate
on any existing Express CreditLine Advance will not be affected, except that on
the interest maturity date, unless paid in full, the Express CreditLine Advance
will be subject to the variable interest rate as described in Paragraph (3)(a)
of the Agreement. The fixing of interest for any period of time shall be without
prejudice to SBs rights to demand payment of the Loan Facility at any time
pursuant to Paragraph 5 hereof.

5) Client agrees to
pay on demand any balance owing with respect to Clients Loan Facility,
including interest, fees and any costs of collection (including reasonable
attorneys fees, if any). Client understands that SB may demand full or partial
payment of any balance outstanding under the Loan Facility at its sole option
and without cause at any time, and that Express CreditLine Advances under the
Loan Facility are not for any specific term or duration. Client agrees that at
the sole option of SB, all payments received in respect of any Collateral in
Clients Express CreditLine Account, including interest, dividends, premiums
and principal; all proceeds from any Collateral in Clients Express CreditLine
Account that is liquidated for any reason; and all deposits or other transfers
into Clients Express CreditLine Account may be applied in SBs sole
discretion, first to repay any interest accrued with respect to Clients Loan
Facility (whether or not such interest has been added to the principal amount
of the Loan Facility outstanding), and then to any other amounts outstanding or
otherwise payable to SB under the Loan Facility. In its sole discretion, SB may
require Client to maintain sufficient shares in a money market fund in Clients
Express CreditLine Account to pay all interest that accrues and which is not
paid through the application of all payments received in respect of any
Collateral in Clients Express CreditLine Account, all proceeds from any
Collateral and all deposits or other transfers into Clients Express CreditLine
Account. As necessary, SB may, without prior notice to Client, debit the money
market fund in Clients Express CreditLine Account in such amount as is
necessary to pay such excess interest as it accrues. Any amount outstanding
under the Loan Facility may be paid at any time in whole or in part by Client
without penalty. Payments applied to principal will increase the amount
available for subsequent Express CreditLine Advances, subject to Clients Loan
Limit. Client shall make all payments regarding the Loan Facility to SB at its
offices in New York.

6) Client agrees
not (a) to use any portion of an Express CreditLine Advance to purchase, carry
or trade in securities, or to reduce or retire other debts Client incurs for
the purpose of purchasing, carrying or trading in securities, (b) to make any
Client FMA Check payable to SB or another brokerage firm, or (c) to make funds
available to a third party for any purpose described in clauses (a) or (b).
Client shall be deemed to repeat such agreements each time Client obtains an
Express CreditLine Advance hereunder. Client also acknowledges that willful
non-compliance with these restrictions may constitute a violation by Client of
Regulation X of the Federal Reserve Board.

7) (a) As security
for Clients obligations to SB under this Agreement, Client hereby assigns,
grants and conveys to SB a first priority lien and security interest in all
cash, stocks, bonds, other securities, certificates of deposit and instruments
now or hereafter in Clients Express CreditLine Account and all other accounts
maintained by Client with SB (including any managed accounts maintained by
Client) and all dividends, interest and proceeds of such property, and any
property substituted by the Client (collectively, the Collateral). Client
authorizes SB, at Clients expense, to sign and file, without Clients
signature, such financing statements and other documents that in SBs sole
judgment are necessary to perfect, preserve and protect SBs security interest
in the Collateral, and to perform any and all such other acts necessary and
incident to the execution of the powers granted to SB herein. Client also
agrees to take all action which SB reasonably requests to assure that SB has a
continuing first priority perfected security interest in the Collateral while
this Agreement remains in effect.

(b) SB reserves the
right to require Client at any time to deposit into Clients Express CreditLine
Account additional Collateral in such amount as SB requires or to substitute
new Collateral for any Collateral that has previously been deposited in
Clients Express CreditLine Account. Client may, with SBs approval and upon
such terms and conditions as SB shall prescribe, substitute securities or other
property for Collateral in Clients Express CreditLine Account.

The Following
Paragraph 8 (a) is Applicable Only to Clients Who Are Natural Persons

8) (a) Client represents
and warrants to SB that (a) except for SBs rights under this Agreement, Client
owns the Collateral free of any security interest or lien in favor of any third
party or any impediment to transfer (other than, in the case of restricted and
control stock, any restrictive legend restricting the sale of the security
under the Securities Act of 1933), (b) Client will not pledge the Collateral or
grant a security interest in the Collateral to any third party, or permit the
Collateral to become subject to any liens or encumbrances (other than SBs
security interest), or enter into a lock-up agreement or other agreement that
affects the Collateral, in each case during the term of this Agreement, (c)
Client is of the age of a majority in the state in which he/she is domiciled
and is authorized to execute and deliver this Agreement and to perform his/her
obligations hereunder, (d) Client is not an employee benefit plan, as that term
is defined by the Employee Retirement Income

|                           |                                                                                                             
|-------------------------- | ------------------------------------------------------------------------------------------------------------
|47258 (6/2009) page 2 of 6 | Morgan Stanley Smith Barney LLC. Member SIPC. Accounts carried by
Citigroup Global Markets Inc. Member SIPC.

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Security Act of 1974 (ERISA), or
an Individual Retirement Account, (e) in respect of restricted and control
stock, in the event that SB liquidates and sells the Collateral, all Collateral
consisting of securities will be readily transferable into street name in
good deliverable form, and together with the securities of any other person
whose sales must be aggregated with the Clients under applicable law and
rules, will be saleable under the Securities Act of 1933 and other applicable
law and rules, and (f) unless Client advises SB to the contrary in writing and
provides SB with a letter of approval, where required, from Clients employer,
Client is not an employee or member of any stock exchange or trading market or
of any corporation or firm engaged in the business of dealing, either as a
broker or as principal, in securities, bills of exchange, acceptances or other
forms of commercial paper. Client shall be deemed to repeat each of these
representations and warranties each time Client obtains an Express CreditLine
Advance hereunder,

The Following
Paragraph 8 (a) is Applicable Only to Clients Who Are Corporations,
Partnerships, Trusts or Other Entities

8) (a) Client represents and
warrants to SB that a) it is a corporation, partnership, trust or other entity
duly organized, validly existing and in good standing under the laws of the
State in which it is organized; b) it has all requisite power and authority to
own its property and assets and to carry on its business as now conducted and
as proposed to be conducted; c) it is qualified to do business in every
jurisdiction where such qualification is required, except where the failure to
qualify would not have a material adverse effect on Client; d) it has the power
and authority to execute, deliver and perform its obligations under this
Agreement; e) the execution, delivery and performance of this Agreement and the
creation of a first priority lien and security interest in the Collateral
provided for herein (i) are within Clients corporate power, (ii) have been
duly authorized by all necessary and proper corporate action, including the
consent of shareholders where required, (iii) are not in contravention of any
provision of Clients certificate of incorporation or by-laws, (iv) do not
violate any law or regulation, or any order or decree of any court or
governmental instrumentality applicable to Client, and (v) do not conflict with
or result in the breach of, or constitute a default under, any indenture,
mortgage, deed of trust, lease agreement or other instrument to which Client is
a party or by which Client or any of its property is bound; f) this Agreement
has been duly executed and delivered by Client and constitutes its legal, valid
and binding obligation enforceable against Client in accordance with its terms;
g) except for SBs rights under this Agreement, Client owns the Collateral free
of any security interest or lien in favor of any third party or any impediment
to transfer (other than, in the case of restricted and control stock, any
restrictive legend restricting the sale of the security under the Securities
Act of 1933); h) Client is not an employee benefit plan, as that term is
defined by ERISA; and i) Client will not pledge the Collateral or grant a
security interest in the Collateral to any third party, or permit the
Collateral to become subject to any liens or encumbrances (other than SBs
security interest), or enter into a lock-up agreement or other agreement that
affects the Collateral, in each case during the term of this Agreement and j) in
respect of restricted and control stock, in the event that SB liquidates and
sells the Collateral, all Collateral consisting of securities will be readily
transferable into street name in good deliverable form, and together with the
securities of any other person whose sales must be aggregated with the Clients
under applicable law and rules, will be saleable under the Securities Act of
1933 and other applicable law and rules. Client shall be deemed to repeat each
of these representations and warranties each time Client obtains an Express
CreditLine Advance hereunder.

(b) In the event Client maintains a
Consulting Group account with SB, Client acknowledges that it has received and
had the opportunity to review SBs wrap fee brochure and the disclosures
therein relating to Clients Express CreditLine Loan Facility.

Paragraph 8 (c) is
Applicable Only to Idaho and Rhode Island Residents

8 (c) Client represents and warrants
that (i) all Express CreditLine Advances are being received solely to acquire
or carry on a business or commercial enterprise and/or Client is a business or
commercial organization, and (ii) Express CreditLine Advances shall be used for
commercial purposes. It is agreed and stipulated that all Express CreditLine
Advances shall be construed for all purposes as commercial loans and are made
for other than personal, family or household purposes.

9) Whenever SB deems it necessary or
appropriate for its protection, SB is authorized, in its sole discretion, to
take one or more of the following actions: (a) require Client to repay promptly
all or a specified amount of the outstanding balance of the Loan facility, (b)
deposit promptly into Clients Express CreditLine Account a specific amount of
additional Collateral, (c) reduce the Loan Limit to a level determined by SB,
(d) liquidate, withdraw or sell the Collateral and apply it to any amounts owed
to SB, or (e) terminate Clients Express CreditLine borrowing privileges. All
of the foregoing actions may be done without prior notice to Client, and in the
case of clauses (c)-(e), without demand upon Client. In addition, any sale may
be made in SBs sole discretion on the exchange or market where such business
is then usually transacted, at public auction or private sale and without
providing Client prior notice of such sale. In addition to SBs rights under
this Agreement, SB shall have the right to exercise any one or more of the
rights and remedies of a secured creditor under the New York Uniform Commercial
Code then in effect. All rights and remedies under this Agreement are
cumulative and are in addition to all other rights and remedies that SB may
have at law or equity. Notwithstanding the foregoing, to the extent permitted
by law, Client expressly waives compliance with the provisions of Section 202
of the New York Lien Law.

10) This Agreement
and its enforcement shall be governed by, and construed in accordance with, the
laws of the State of New York, without regard to the conflict of laws rules of
such State.

11) This Agreement may not be assigned
by Client without SBs prior written consent, and shall be binding upon
Clients heirs, executors, administrators, successors and permitted assigns
(whichever is applicable). SB may assign this Agreement to any person or entity
without Clients consent or prior notice to Client, and this Agreement shall
inure to the benefit of SBs successors and assigns (whether by merger,
consolidation or otherwise).

12) This Agreement may be amended (a) by SB at any time by sending Client a
written notice of such amendment, or (b) with the written consent of both
parties. Any such amendment shall be effective as of the date established by SB
or by both parties, as applicable. This Agreement may not be amended orally,
Either Client or SB may waive compliance with any provision of this Agreement.
Such waiver must be in writing and signed by the party to be charged with such
waiver. Any such waiver will not be deemed to be a waiver of any other
provision of this Agreement.

13) SB shall not be liable to Client
for (a) any loss caused directly or indirectly by government restrictions,
exchange or market rulings, suspension of trading, war, strikes or other
conditions, commonly known as Acts of God, beyond SBs control, or (b) any
consequential, incidental, indirect or special damages, even if such damages
are reasonably foreseeable.

14) This Agreement, all schedules to
this Agreement, and the New Account Document reflect the entire agreement
between SB and Client concerning Clients Loan Facility, and supersede any
other agreement, promise, representation or undertaking, whether written or
oral, concerning the Loan Facility. This Agreement is in addition to, and does
not nullify, Clients FMA Account agreement and any other agreements between
Client and SB (collectively, Other Agreements). In the event of a conflict
between the provisions of this Agreement, on the one hand, and the New Account
Document or the Other Agreements, on the other hand, the provisions of this
Agreement shall govern.

15) If any provision of this Agreement
is held to be invalid, illegal or unenforceable by reason of any law, rule,
administrative order or judicial decision, such determination shall not affect
the validity of the remaining provisions of this Agreement.

16) Either party may terminate this
Agreement upon thirty (30) calendar days prior written notice to the other
party, except that Client shall not be entitled to terminate this Agreement in
the event there is an outstanding principal balance in the Loan Facility, or
accrued interest or other fees and charges (if any) relating to the Loan
Facility have not been paid. Termination of this Agreement shall not affect any
obligations incurred by Client prior to the effective date of termination, or
SBs rights to the Collateral, or securities deposited with SB by a guarantor
of Clients Loan Facility. All indemnification provisions herein, as well as
Paragraphs 17-22, shall survive the termination of this Agreement.

17) Without the necessity of a
judicial determination, and whether or not litigation occurs, Client hereby
agrees to indemnify and hold harmless SB and its directors, officers,
employees, agents and affiliates from any and all claims (whether or not
meritorious), liabilities, judgments, damages, losses, costs and expenses of
any nature whatsoever (including reasonable attorneys fees and expenses) in
any way

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|4725B (6/2009) page 3 of 6 | Morgan Stanley Smith Barney LLC. Member SIPC. Accounts carried byCitigroup Global
Markets Inc. Member SIPC.

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related to, or
arising out of or in connection with, this Agreement, including without
limitation Clients grant of a first priority lien and security interest in the
Collateral and any action taken or omitted by SB at Clients request or
pursuant to Clients instructions.

18) ARBITRATION

This agreement
contains a predispute arbitration clause. By signing an arbitration agreement
the parties agree as follows:

|                                                                                                                                                                                                                         | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|          All parties to this agreement are giving
up the right to sue each other in court, including the right to a trial by
jury, except as provided by the rules of the arbitration forum in which a
claim is filed.
|                                                                                                                                                                                                                         | 
|          Arbitration awards are generally final
and binding; a partys ability to have a court reverse or modify an
arbitration award is very limited.                                                                
|                                                                                                                                                                                                                         | 
|          The ability of the parties to obtain
documents, witness statements and other discovery is generally more limited
in arbitration than in court proceedings.                                                   
|                                                                                                                                                                                                                         | 
|          The arbitrators do not have to explain
the reason(s) for their award.                                                                                                                                        
|                                                                                                                                                                                                                         | 
|          The panel of arbitrators will typically
include a minority of arbitrators who were or are affiliated with the
securities industry.                                                                           
|                                                                                                                                                                                                                         | 
|          The rules of some arbitration forums may
impose time limits for bringing a claim in arbitration. In some cases, a
claim that is ineligible for arbitration may be brought in court.                          
|                                                                                                                                                                                                                         | 
|          The rules of the arbitration forum in
which the claim is filed, and any amendments thereto, shall be incorporated
into this agreement.                                                                       

I agree that all
claims or controversies, whether such claims or controversies arose prior, on
or subsequent to the date hereof, between me and SB and/or any of its present
or former officers, directors, or employees concerning or arising from (i) any
account maintained by me with SB individually or jointly with others in any
capacity; (ii) any transaction involving SB or any predecessor firms by merger,
acquisition or other business combination and me, whether or not such
transaction occurred in such account or accounts; or (iii) the construction,
performance or breach of this or any other agreement between us, any duty
arising from the business of SB or otherwise, shall be determined by
arbitration before, and only before, any self-regulatory organization or
exchange of which SB is a member. I may elect which of these arbitration forums
shall hear the matter by sending a registered letter or telegram addressed to
Morgan Stanley Smith Barney at 111 Wall Street, 17th Floor, New York, N.Y,
10005, Attn: Law Department. if I fail to make such election before the
expiration of live (5) days after receipt of a written request from SB to make
such election, SB shall have the right to choose the forum.

No person shall
bring a putative or certified class action to arbitration, nor seek to enforce
any pre-dispute arbitration agreement against any person who has initiated in court
a putative class action; or who is a member of a putative class who has not
opted out of the class with respect to any claims encompassed by the putative
class action until: (i) the class certification is denied; (ii) the class is
decertified; or (iii) the customer is excluded from the class by the court.

Such forbearance to
enforce an agreement to arbitrate shall not constitute a waiver of any rights
under this agreement except to the extent stated herein.

19) SB shall not be liable for a
refusal by a third party to honor any Client FMA Check or the Card.

THE FOLLOWING PARAGRAPHS 20 - 22
APPLY ONLY TO MULTIPLE PARTY ACCOUNTS OF NATURAL PERSONS

20) If Clients Express CreditLine
Account is a multiple party account, in consideration of SB establishing the
Loan Facility for the owners thereof, each account owner agrees that he/she is
a Client for purposes of this Agreement and to be jointly and severally liable
for said account and to pay on demand any balance owing with respect to the
Loan Facility. Each account owner has full power and authority to borrow and
withdraw money or to do anything with reference to the Express CreditLine
Account as if he or she were the sole owner thereof, and SB is authorized and
directed to act upon any instructions received from any account owner and to
accept payment and securities from any account owner for the credit of this
account regardless of the source or registration of such payments or
securities.

Any and all notices, communications
or any demands sent to any account owner shall be binding upon all account
owners, and may be given by mail or other means of communication. All
representations and agreements contained in this Agreement shall be deemed to
have been made by each account owner.

21) Without the necessity of a
judicial determination, and whether or not litigation occurs, each account
owner agrees to indemnify and hold harmless SB and its directors, officers,
employees, agents and affiliates from and against any and all claims (whether
or not meritorious), liabilities, judgments, damages, losses, costs and
expenses of any nature whatsoever (including reasonable attorneys fees and
expenses) in any way related to, or arising out of, or in connection with, or
as the result of, SB following the instructions of any account owner. SB, in
its sole discretion, may at any time suspend all activity in the multiple party
account pending instructions from a court of competent jurisdiction or require
that instructions pertaining to the multiple party account or the property
therein be in writing signed by all account owners. SB shall be entitled to
recover from the Express CreditLine Account or from any account owner prior to
distribution of the funds or property therein such costs as it may incur,
including reasonable attorneys fees, as the result of any dispute between or
among account owners relating to or arising from the Express CreditLine
Account.

22) (a) Each Express CreditLine
Account owner agrees that, in the event of the death of any owner thereof, the
survivor or survivors shall immediately give SB written notice thereof, and SB
may, before or after receiving such notice, take such actions, require such
papers, inheritance or estate tax waivers, retain such portion of the account
and restrict transactions in such account as SB may deem advisable to protect
SB against any tax, liability, penalty or loss under any present or future laws
or otherwise. The estate of an Express CreditLine Account owner who shall have
died shall be liable and each survivor shall continue to be liable, jointly and
severally, for all obligations to SB under this Agreement whether or not
incurred prior to the receipt by SB of the written notice of the death of the
decedent, or incurred in the liquidation of the Express CreditLine Account or
the adjustment of the interests of the respective parties.

(b) If the Express CreditLine
Account contains any rights of survivorship, in the event of the death of any
owner thereof, all assets in the Express CreditLine Account shall pass to and
be vested in the survivor[s] on the same terms and conditions as previously
held, without in any manner releasing the decedent[s] estate from the
liabilities provided for herein. The estate[s] of the decedent[s] and the
survivor[s] hereby jointly and severally agree to fully indemnify and hold
harmless SB from all liability for any taxes which may be owed in connection
with the transfer and vesting of the assets in the survivor[s], or any claims
by third parties.

DISCLOSURES REQUIRED BY STATE LAW

23) SB is required to give each of
the following disclosures to Clients who reside in the state to which each
specific disclosure applies. Please note that some disclosures required by
state law may reflect rights granted to all consumers under similar federal
laws.

a) illinois (if credit card access is requested):


No applicant may be denied a credit
card on account of race, color, religion, national origin, ancestry, age
(between 40 and 70), sex, marital status, or physical or mental handicap
unrelated to the ability to pay or unfavorable discharge from military service.
The applicant may request the reason for rejection of his or her application
for a credit card. No person need reapply for a credit card in any name
permitted by law that he or she regularly uses and is generally known by, so
long as no fraud in intended thereby. A person may hold a credit card in any
name permitted by law that he or she regularly uses and is generally known by,
so long as no fraud is intended thereby.


b) Minnesota:


Express CreditLine Advances are made
by SB under Section 334.19 of the Minnesota Statutes.


c) Missouri:


Oral agreements or commitments to
loan money, extend credit or to forbear from enforcing repayment of a debt
including promises to extend or renew such debt are not enforceable. To protect
client (borrower) and SB (creditor) from misunderstanding or disappointment,
any agreements we reach covering such matters are contained


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|4725B (6/2009) page 4 of 6 | Morgan
Stanley Smith Barney LLC. Member SIPC. Accounts carried byCitigroup Global
Markets Inc. Member SIPC.

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in this writing, which is the
complete and exclusive statement of the agreement between us, except as we may later agree in writing to
modify it.

d) New York:


A consumer report may be requested
in connection with your application. Upon your request, we will inform you
whether or not a consumer report was requested, and if so, the name and address
of the consumer reporting agency that furnished the report. Subsequent consumer
reports may be requested or utilized in connection with an update, renewal or
extension of the credit for which you are applying.


e) Ohio


The Ohio laws against discrimination
require that all creditors make credit equally available to all creditworthy
customers, and that credit-reporting agencies maintain separate credit
histories on each individual upon request. The Ohio Civil Rights Commission
administers compliance with this law.


f) Rhode island:


A consumer credit report may be
obtained in connection with your application.


|                           |                                                                                                            
|-------------------------- | -----------------------------------------------------------------------------------------------------------
|4725B (6/2009) page 5 of 6 | Morgan
Stanley Smith Barney LLC. Member SIPC. Accounts carried byCitigroup Global
Markets Inc. Member SIPC.

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CLIENT ACKNOWLEDGES
RECEIPT OF FORM T-4 PROMULGATED BY THE FEDERAL RESERVE BOARD AS WELL AS A COPY
OF THIS AGREEMENT. BY SIGNING BELOW, CLIENT APPLIES FOR THIS LOAN FACILITY AND
AGREES TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN. THIS AGREEMENT CONTAINS
A PRE-DISPUTE ARBITRATION CLAUSE AT PAGE 3, PARAGRAPH 18.

Signature of Branch or Operations
Manager: _______________________________________________________ Date: __________________

Branch
Office Address 140 E. Ridgewood Ave, 3rd
Floor North Tower, Paramus, NJ 07652

|                                                                  |  |                                                                  |  |        
|----------------------------------------------------------------- |  | ---------------------------------------------------------------- |  | -------
|                                                                  |  |                                                                  |  |        
|Print Name of Client                                              |  | Signature of Client                                              |  | Date   
|Wireless Telecom
Group, Paul Genova Pr                            |  | (-s- Paul Genova)                                                |  | 9/11/09
|                                                                  |  |                                                                  |  |        
|Print Name of Client                                              |  | Signature of Client                                              |  | Date   
|                                                                  |  |                                                                  |  |        
|                                                                  |  |                                                                  |  |        
|                                                                  |  |                                                                  |  |        
|If a Corporation, Partnership, Trust or Other Entity also
provide |  |                                                                 
|                                                                  |  |                                                                 
|Entity NameWireless Telecom Group INC.                            |  | Authorized Signer and Title
(please print)Paul Genova, President |  |        
|                                                                  |  |                                                                  |  |        

Schedule A
Loan Limit Amount Election

Name of Client: Wireless Telecom Group, Paul Genova Pr
elects the following as Clients initial Loan Limit.

Client should elect and sign only
one of the alternatives below.

|   |                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|a) | the sum of the Loanable Values in
Clients SB account(s) computed in accordance with Paragraph 1 (a), which must
be equal to or greater than $25,001.

|                     |  |                     |  |        
|-------------------- |  | ------------------- |  | -------
|                     |  |                     |  |        
|Print Name of Client |  | Signature of Client |  | Date   
|Paul Genova          |  | (-s- Paul Genova)   |  | 9/11/09
|                     |  |                     |  |        
|Print Name of Client |  | Signature of Client |  | Date   
|                     |  |                     |  |        
|                     |  |                     |  |        
|or                   |  |                     |  |        

|   |                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) | $_________________ (specify dollar amount, which must be
equal to or greater than $25,001). After Client signs and dates this
document, Client may not borrow an amount greater than it has specified
unless Client signs and dates an amended Loan Limit Amount Election form
specifying such greater amount and SB countersigns the amended form.

|                                           |  |                                           |  |     
|------------------------------------------ |  | ----------------------------------------- |  | ----
|                                           |  |                                           |  |     
|Print Name of Client                       |  | Signature of Client                       |  | Date
|                                           |  |                                           |  |     
|                                           |  |                                           |  |     
|Print Name of Client                       |  | Signature of Client                       |  | Date
|                                           |  |                                           |  |     
|                                           |  |                                           |  |     
|                                           |  |                                           |  |     
|Approved by SB                             |  |                                           |  |     
|                                           |  |                                           |  |     
|Print Name of Branch or Operations Manager |  | Signature of Branch or Operations Manager |  | Date
|                                           |  |                                           |  |     
|                                           |  |                                           |  |     

|                   |  |                    |    |                    |            |       |  |                    |  |                    |  |              
|------------------ |  | ------------------ | -- | ------------------ | ---------- | ----- |  | ------------------ |  | ------------------ |  | -------------
|                   |  |                    |    |                    |            |       |  |                    |  |                    |  |              
|Minimum Loan Limit
|                  
|State              |  | for consumer loans |    | for business loans |            | State |  | for consumer loans |  | for business loans
|                   |  |                    |    |                    |            |       |  |                    |  |                   
|Colorado           |  | $75,001.00         |    |                    | $75,001.00 |       |  | Illinois           |  | $40,001.00         |  | $40,001.00   
|Indiana            |  | $50,001.00         |    |                    | $25,001.00 |       |  | Maine              |  | $35,001,00         |  | $35,001.00   
|New Jerey          |  | $50,001.00         | ** |                    | $50,001.00 | **    |  | Oklahoma           |  | $45,001.00         |  | $45,001.00   
|Oregon             |  | $50,001.00         |    |                    | $50,001.00 |       |  | Pennsylvania       |  | $50,001.00         |  | $50,001.00   
|South Carolina     |  | $82,501.00         |    |                    | $25,001.00 |       |  | Vermont            |  | N/A                |  | $1,000,001.00
|West Virginia      |  | $45,001.00         |    |                    | $45,001.00 |       |  | Wyoming            |  | $50,001.00         |  | $50,001.00   

* In the states listed below Schedule A, the minimum Loan
Limit will be higher.

** Minimum initial draw of $50,001
within three days of loan approval.

|                           |                                                                                                            
|-------------------------- | -----------------------------------------------------------------------------------------------------------
|4725B (6/2009) page 6 of 6 | Morgan Stanley Smith Barney LLC.
Member SIPC, Accounts carried byCitigroup Global Markets Inc. Member SIPC.

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