Exhibit 10.2

                     DISBURSEMENT REQUEST AND AUTHORIZATION
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Principal      Loan Date       Maturity       Loan No       Call/Coll       Account       Officer       Initials
<S>              <C>             <C>            <C>           <C>             <C>           <C>            <C>
$400,000      03-23-2005                    0000000026        0001         1000501525       NCT
----------------------------------------------------------------------------------------------------------------

References in the shaded area are for Lender's use only and do not limit the applicability of this document to
any particular loan or item. Any item above containing  "***"  has been omitted  due to text length limitations.

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

Borrower: Transbotics Corporation (TIN: 56-1460497)    Lender: Wachovia Bank, National association, successor by
          3400 Latrobe Drive                                   Merger to Southtrust Bank
          Charlotte, NC  28211                                 Commercial Loans - Charlotte
                                                               Charlotte, NC
================================================================================================================
</TABLE>

LOAN TYPE. This is a Variable Rate Nondisclosable  Revolving Line of Credit Loan
to a Corporation  for  $400,000.00  due on March 21, 2005.  The  reference  rate
("base rate". The term "base rate" means the rate of interest  designated by the
Lender periodically as its Base Rate, currently 5.7500%) resulting in an initial
rate of 5.7500.

PRIMARY  PURPOSE  OF LOAN.  The  primary  purpose  of this  loan is for  (please
initial):

    P        Personal, Family, or Household Purposes or Personal Investment.
      -----

    X        Business (Including Real Estate Investment).
      -----

SPECIFIC PURPOSE.  The specific purpose of this loan is: WORKING CAPITAL.

DISBURSEMENT  INSTRUCTIONS.  Borrower  understands that no loan proceeds will be
disbursed  until  all of  Lender's  conditions  for  making  the loan  have been
satisfied. Please disburse the loan proceeds of $150,000.00 as follows:

        Undisbursed Funds:                                       $400,000.00

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

        Note Principal:                                          $400,000.00

CHARGES  PAID IN  CASH.  Borrower  has paid or will  pay in cash as  agreed  the
following charges:

        Prepaid Finance Charges Paid in Cash:                       $   0.00

        Other Charges Paid in Cash:                                 $ 500.00
                $500.00 ORIGINATION FEE

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

        Total Charges Paid in Cash:                                 $ 500.00


AUTOMATIC  PAYMENTS.  Borrower hereby authorizes Lender  automatically to deduct
from Borrower's  Checking account numbered 86670633,  ABA numbered 061000256 the
amount of any loan  payment.  If the funds in the  account are  insufficient  to
cover the oayment,  Lender shall not be obligated to advance  funds to cover the
payment.  At any time and for any  reason,  Borrower  or Lender may  voluntarily
terminate Automatic payments.

FINANCIAL  CONDITION.  BY SIGNING THIS  AUTHORIZATION,  BORROWER  REPRESENTS AND
WARRANTS TO LENDER THAT THE  INFORMATION  PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS DISCLOSED  IN  BORROWER'S  MOST RECENT  FINANCIAL  STATEMENT TO LENDER.  THIS
AUTHORIZATION IS DATED MARCH 23, 2005.


BORROWER:



TRANSBOTICS CORPORATION

                                       19
<PAGE>
By:      /s/ Claude Imbleau
         --------------------------------------------------------

         Claude Imbleau
         President, CEO & CFO of Transbotics Corporation


================================================================================
LASER PRO LENDING, Ver. 5.22.30.002 Copr. Harland Financial Solutions, Inc.
1997, 2003. All Rights Reserved. NC L:\CFIWIN\CFI\LPL\120.FC TR-66834 PR-2







































                                       20
<PAGE>
                                 PROMISSORY NOTE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Principal      Loan Date       Maturity       Loan No       Call/Coll       Account       Officer       Initials
<S>               <C>            <C>            <C>            <C>            <C>           <C>            <C>
$400,000      03-23-2005                    0000000026        0001        1000501525        NCT
----------------------------------------------------------------------------------------------------------------

References  in the shaded  area are for  Lender's  use only and do not limit the applicability  of this document
to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

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

Borrower: Transbotics Corporation (TIN: 56-1460497)    Lender: Wachovia Bank, National association, successor by
          3400 Latrobe Drive                                   Merger to Southtrust Bank
          Charlotte, NC  28211                                 Commercial Loans - Charlotte
                                                               Charlotte, NC
================================================================================================================

Principal Amount: $400,000.00                Initial Rate: 5.750%                   Date of Note: March 23, 2005
</TABLE>


PROMISE TO PAY. Transbotics  Corporation  ("Borrower")  promises to pay Wachovia
Bank , national association,  successor by merger to SouthTrust Bank ("Lender"),
or order, in lawful money of the United States of America,  the principal amount
of Four Hundred  Thousand & 00/100 Dollars  ($400,000.00),  or so much as may be
outstanding,  together with interest on the unpaid outstanding principal balance
of each  advance.  Interest  shall be  calculated  from the date of each advance
until repayment of each advance.

PAYMENT.  Borrower will pay this loan immediately upon Lender's demand. Payments
in full is due  immediately  upon  Lender's  demand.  Borrower  will pay regular
monthly  payments of all accrued  unpaid  interest due as of each payment  date,
beginning April 23, 2005, with all subsequent interest payments to be due on the
same day of each month  after  that.  Unless  otherwise  agreed or  required  by
applicable law,  payments will be applied first to any accrued unpaid  interest;
then to principal;  then to any unpaid  collection  costs;  and then to any late
charges.  The annual interest rate for this Note is computed on a 365/360 basis;
that is, by applying  the ratio of the annual  interest  rate over a year of 360
days, multiplied by the outstanding principal balance,  multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender at
Lender's  address  shown above or at such other place as Lender may designate in
writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time  based on changes in an index  which is the "base  rate".  The term
"base rate" means the rate of interest  designated by the Lender periodically as
its Base Rate  (the  "Index").  The Index is not  necessarily  the  lowest  rate
charged by Lender on its loans and is set by Lender in its sole  discretion.  If
the Index becomes unavailable during the term of this loan, Lender may designate
a  substitute  index after  notifying  Borrower.  Lender will tell  Borrower the
current Index rate upon  Borrower's  request.  The interest rate change will not
occur more  often than each day.  The  frequency  of the rate  change is further
defined below in paragraph  titled  "VARIABLE RATE CHANGE  FREQUENCY".  Borrower
understands  that Lender may make loans based on other rates as well.  The Index
currently  is 5.750% per annum.  The  interest  rate to be applied to the unpaid
principal  balance of this Note will be at a rate equal to the Index,  resulting
in an initial rate of 5.7500% per annum. NOTICE: Under no circumstances will the
interest  rate on this Note be more than the maximum rate allowed by  applicable
law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier that it is due. Early  payments will not,  unless agreed to by Lender in
writing,  relieve Borrower of Borrower's obligation to continue to make payments
of accrued  unpaid  interest.  Rather,  early payments will reduce the principal
balance due.  Borrower agrees not to send Lender payments marked "paid in full",
"wthout recourse", or similar language. If Borrower sends such a payment, Lender
may  accept it without  losing  any of  Lender's  rights  under  this Note,  and
Borrower  will remain  obligated to pay any further  amount owed to Lender.  All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other  conditions or  limitations or
as full  satisfaction  of a  disputed  amount  must be mailed or  delivered  to:
SouthTrust Bank, Commercial Loans Charlotte, Charlotte, NC.

LATE  CHARGE.  If a payment  is 15 days or more late,  Borrower  will be charged
4.000% of the  unpaid  portion  of the  regularly  scheduled  payment or $10.00,
whichever  is greater.  This late charge  shall be paid to Lender by Borrower to
compensate  Lender for  Lender's  extra  costs and  expenses  caused by the late
payment.  If Lender demands  payment of this loan, and borrower does not pay the
loan in full within 15 days after the  Lender's  demand,  Borrower  also will be
charged either 4.000% of the unpaid  portion of the sum of the unpaid  principal
plus accrued unpaid interest or $10.00, whichever is greater.

INTEREST  AFTER  DEFAULT.  Upon  Default,  including  failure  to pay upon final
maturity, at Lender's option, and if permitted by applicable law, Lender may add
any  unpaid  accrued  interest  to  principal  and such sum will  bear  interest
therefrom until paid at the rate provided in this Note. Upon default,  the total
sum due under  this Note will bear  interest  from the date of  acceleration  or
maturity at the variable  interest rate on this Note. The interest rate will not
exceed the maximum rate permitted by applicable law.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

     Payment  Default.  Borrower  fails to make any payment  when due under this
     Note.

     Other Defaults. Borrower fails to comply with or to perform any other term,
     obligation,  covenant or condition  contained in this note or in any of the
     related  documents  or to comply with or to perform  any term,  obligation,
     covenant or condition  contained in any other agreement  between Lender and
     Borrower.

     Default in Favor of Third Parties.  Borrower or any Grantor  defaults under
     any loan,  extension  of  credit,  security  agreement,  purchase  or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's property or Borrower's ability
     to repay this Note or perform Borrower's obligations under this Note or any
     of the related documents.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished to Lender by Borrower or on Borrower's  behalf under this Note or
     the related  documents  is false or  misleading  in any  material  respect,
     either now or at the time made or furnished or becomes  false or misleading
     at any time thereafter.


                                       21
<PAGE>

     Insolvency.  The  dissolution or  termination of Borrower's  existence as a
     going business,  the insolvency of Borrower,  the appointment of a receiver
     for any part of  Borrower's  property,  any  assignment  for the benefit of
     creditors,  any  type  of  creditor  workout,  or the  commencement  of any
     proceeding under any bankruptcy or insolvency laws by or against Borrower.

     Creditor  or  Forfeiture   Proceedings.   Commencement  of  foreclosure  or
     forfeiture   proceedings,   whether  by  judicial   proceeding,   self-help
     repossession  or any other  method,  by any  creditor or Borrower or by any
     governmental agency against any collateral securing the loan. This includes
     a garnishment of any of Borrower's  accounts,  including  deposit accounts,
     with Lender.  However,  this Event of Default shall not apply if there is a
     good faith dispute by Borrower as to the validity or  reasonableness of the
     claim which is the basis of the creditor or  forfeiture  proceeding  and if
     Borrower  gives  Lender  written  notice  of  the  creditor  or  forfeiture
     proceeding  and  deposits  with  Lender  monies  or a  surety  bond for the
     creditor or forfeiture  proceeding,  in an amount  determined by Lender, in
     its sole discretion, as being an adequate reserve or bond for the dispute.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any guarantor,  endorser,  surety, or accommodation  party of any of the
     indebtedness or any guarantor, endorser, surety or accommodation party dies
     or  becomes  incompetent,  or  revokes  or  disputes  the  validity  of, or
     liability under,  any guaranty of the indebtedness  evidenced by this Note.
     In the  event of a death,  Lender,  at its  option,  may,  but shall not be
     required to, permit the guarantor's  estate to assume  unconditionally  the
     obligations  arising under the guaranty in a manner satisfactory to Lender,
     and in doing so, cure any Event or Default.

     Change in Ownership.  Any change in ownership of twenty-five  percent (25%)
     or more of the common stock of the Borrower.

     Adverse Change.  A material  adverse change occurs in Borrower's  financial
     condition,  or Lender  believes the prospect of payment or  performance  of
     this Note is impaired.

     Insecurity. Lender in good faith believes itself insecure.

     Cure Provisions. If any default, other than a default in payment is curable
     and if  Borrower  has not  been  given a  notice  of a  breach  of the same
     provision of this Note within the preceding  twelve (12) months,  it may be
     cured (and no event of  default  will have  occurred)  if  Borrower,  after
     receiving  written notice from Lender  demanding cure of such default:  (1)
     cures the default  within  fifteen (15) days;  or (2) if the cure  requires
     more than fifteen (15) days, immediately initiates steps which Lender deems
     in  Lender's  sole  discretion  to be  sufficient  to cure the  default and
     thereafter  continues  and  completes all  reasonable  and necessary  steps
     sufficient to produce compliance as soon as reasonable practical.

LENDER'S  RIGHTS.  Upon default,  Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest  immediately  due, and then
Borrower will pay that amount.

                                 PROMISSORY NOTE
Loan No: 0000000026                (Continued)                            Page 2
================================================================================

ATTORNEY'S FEES;  EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that amount.  This
includes,  subject to any limits under applicable law, Lender's  attorneys' fees
and  Lender's  legal  expenses,  whether  or not there is a  lawsuit,  including
attorneys'  fees,  expenses for  bankruptcy  proceedings  (including  efforts to
modify  or  vacate  any  automatic  stay or  injunction),  and  appeals.  If not
prohibited  by  applicable  law,  Borrower  also  will pay any court  costs,  in
addition to all other sums provided by law.

GOVERNING  LAW.  This  Note will be  governed  by,  construed  and  enforced  in
accordance  with federal law and the laws of the State of North  Carolina.  This
Note has been accepted by Lender in the State of North Carolina.

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff in all  Borrower's  accounts  with  Lender  (whether  checking,
savings, or some other account). This includes all accounts Borrower may open in
the future.  However,  this does not include any IRA or Keogh  accounts,  or any
trust accounts for which setoff would be prohibited by law. Borrower  authorizes
Lender,  to the extent permitted by applicable law, to charge or setoff all sums
owing on the  indebtedness  against any and all such accounts,  and, at Lender's
option, to administratively  freeze all such accounts to allow Lender to protect
Lender's charge and setoff rights provided in this paragraph.

COLLATERAL. Borrower acknowledges this Note is secured by any and all Commercial
Security Agreements covering a Blanket Lien on all Business Assets of Debtor.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this Note, as well as directions for payment from  Borrower's  accounts,  may be
requested  orally or in writing by Borrower or by an authorized  person.  Lender
may,  but need not,  require  that all oral  requests be  confirmed  in writing.
Borrower  agrees to be liable for all sums either:  (A)  advanced in  accordance
with  the  instructions  of an  authorized  person  or  (B)  credited  to any of
Borrower's accounts with Lender. The unpaid principal balance owing on this Note
at any  time  may be  evidenced  by  endorsements  on this  Note or by  Lender's
internal  records,  including  daily  computer  print-outs.  Lender will have no
obligation to advance funds under this Note if: (A) Borrower or any guarantor is
in default  under the terms of this Note or any  agreement  that Borrower or any
guarantor has with Lender,  including any agreement made in connection  with the
signing of this Note; (B) Borrower or any guarantor  ceases doing business or is
insolvent;  (C) any  guarantor  seeks,  claims or  otherwise  attempts to limit,
modify or revoke such guarantor's  guarantee of this Note or any other loan with
Lender;  (D)  Borrower  has  applied  funds  provided  pursuant to this Note for
purposes  other than  those  authorized  by Lender;  or (E) Lender in good faith
believes itself insecure.

FIANACIAL STATEMENTS.  Until this loan is paid in full, Borrower will furnish to
Lender,  as soon as available  but in any event within 120 days after the end of
each fiscal year,  Borrower's balance sheet and statements of income, cash flows
and  changes  in  capital  for the  fiscal  year just  ended,  setting  forth in
comparative  form the  corresponding  figures for the prior year,  together with
accompanying schedules and footnotes.  If the financial statements were compiled
or  certified by a public  accountant,  Borrower  will also  furnish  Lender the
accountant's letter accompanying the financial statements. Borrower will furnish
to Lender, as soon as available but in any event within 30 days after the end of
the first three quarters of Borrower's fiscal year, Borrower's balance sheet and
profit and loss  statement  for the quarter just ended.  All  financial  reports
provided to Lender will be certified in writing by the chief executive  officer,
chief financial  officer,  managing partner or comparable  financial  officer of
Borrower to be true and complete to the best of his or her  knowledge and belief
and to have been  prepared in  accordance  with  generally  accepted  accounting

                                       22
<PAGE>
principles  applied  on  a  basis  consistent  with  the  financial   statements
previously furnished to Lender or, if not so prepared,  setting forth the manner
in which the  financial  statements  depart  therefrom.  Borrower  will  furnish
Lender,  within 30 days after Lender's request therefore,  a copy of the federal
income tax return most  recently  filed by  Borrower.  Borrower  will cause each
guarantor  or endorser  of this loan to furnish to Lender,  within 30 days after
Lender's request therefore,  a current financial  statement of such guarantor or
endorser  in form  acceptable  to Lender  and a copy of the  federal  income tax
return most recently filed by such guarantor or endorser.

OBLIGATION TO DEVELOP BUSINESS PLAN. Before approving this loan, Lender required
Borrower  to furnish  Lender with  financial  statements  and other  information
concerning the financial  history and future  prospects of Borrower's  business.
Lender  requested  and reviewed that  information  solely to enable it to make a
decision  whether to extend  credit.  Borrower  understands  that Lender has not
necessarily approved Borrower's business plan and has not undertaken any duty or
obligation to advise Borrower on business  matters now or in the future.  Lender
is not a financial or business advisor, and Borrower will not look to Lender for
business  advice.  Lender's  role is  solely  that of a Lender,  and  Borrower's
relationship  with  Lender  is that of debtor  and  creditor.  Lender  expressly
disclaims any fiduciary or other duties or obligations to Borrower  except those
expressly provided in the written loan documents signed by Lender.

NO ORAL AGREEMENTS.  Lender's agreement to Lend,  Borrower's obligation to repay
the loan, and all other agreements between Lender and Borrower have been reduced
to writing.  This instrument and the other documents signed concurrently with it
contain  the  entire   agreement   between   Lender  and  Borrower.   Any  prior
conversations  and  discussions  that Lender or Borrower may have had concerning
the transaction are not binding unless  reflected in the written loan documents.
Borrower  acknowledges that the loan documents reflect everything the Lender has
agreed to do or not to do in connection with this transaction.

COMMERCIAL  PURPOSES.  Borrower  intends  to use the loan  proceeds  solely  for
business or commercial  related  purposes and under no  circumstances  will such
proceeds be used for personal, family or household purposes.

ANNUAL  THIRTY (30) DAY  "CLEAN-UP".  A condition of this loan is that draws and
balances are subject to a thirty (30) day annual  "clean-up"  wherein the entire
outstanding  balance  must be paid in full and result in a zero  balance  for at
least a consecutive thirty (30) day period during the term of the loan.

DEMAND  NOTE.  This  Promissory  Note is  Payable on demand.  The  inclusion  of
specific default provision or rights of Lender shall not preclude Lender's right
to declare payment of this Note on its demand.

VARIABLE RATE FREQUENCY.  The interest rate change will occur each day the Index
Rate changes. This change will not occur more often than once each day.

FAILURE  OR  REFUSAL  TO  FURNISH  FINANCIAL  INFORMATION.  If any  Borrower  or
Guarantor or Endorser fails or refuses to furnish  financial  information to the
Lender under the terms of this Note or any other Agreement with the Lender which
requires the furnishing of financial  information,  the Lender,  without waiving
its right to treat such  failure or  refusal as a default  under this Note,  may
give  written  notice to Borrower  that the Lender has not received the required
financial  information and that the Lender intends to increase the interest rate
under this Note if the required  information is not received  within thirty (30)
days after the date of the notice.  If the required  information is not received
by the Lender within  thirty (30) after the date of the notice,  at the Lender's
option,  the rate of  interest  payable  under  this Note will  increase  by one
percent (1%) per annum.  At the Lender's  option,  the rate of interest  payable
under this Note will increase by an  additional  one percent (1%) per annum each
thirty (30) days until the  required  financial  information  is received by the
Lender,  subject to a maximum  increase of four percent (4%) per annum under the
provisions of this paragraph.  Any such increase(s) in the rate of interest will
remain in effect  until  thirty  (30) days  after the  required  information  is
received by the Lender.

PRIOR NOTE.  Revolving Note dated  11-23-2004  i/a/o  $150,000 from  Transbotics
Corporation to Southtrust bank.

SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs,  personal  representatives,  successors and assigns,  and
shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE  INFORMATION WE REPORT TO CONSUMER  REPORTING  AGENCIES.
Please notify us if we report any inaccurate  information  about your account(s)
to a consumer  reporting  agency.  Your written  notice  describing the specific
inaccuracy(ies) should be sent to us at the following address:  SouthTrust Bank,
Commercial Loans - Charlotte, Charlotte, NC.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs,  guarantees or endorses this Note,  to the extent  allowed by law,  waive
presentment,  demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise  expressly stated in writing,  no party
who signs  this  Note,  whether  as  maker,  guarantor,  accommodation  maker or
endorser,  shall be released from liability.  All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security  interest in the collateral;  and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan  without the consent of or notice to
anyone other than the party with whom the  modification is made. The obligations
under this Note are joint and several.

                                       23
<PAGE>
                                 PROMISSORY NOTE
Loan No: 0000000026                (Continued)                            Page 3
================================================================================



PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UDNERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:



TRANSBOTICS CORPORATION


By:      /s/ Claude Imbleau
         --------------------------------------------------------

         Claude Imbleau
         President, CEO & CFO of Transbotics Corporation


================================================================================
LASER PRO LENDING,  Ver.  5.22.30.002 Copr.  Harland Financial  Solutions,  Inc.
1997, 2003. All Rights Reserved. NC L:\CFIWIN\CFI\LPL\120.FC TR-66834 PR-2










                                       24
<PAGE>
                CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Principal      Loan Date       Maturity       Loan No       Call/Coll       Account       Officer       Initials
<S>              <C>              <C>            <C>           <C>            <C>           <C>           <C>
$400,000      03-23-2005                     0000000026       0001        1000501525        NCT
----------------------------------------------------------------------------------------------------------------

References  in the shaded  area are for  Lender's  use only and do not limit the applicability  of this document
to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
----------------------------------------------------------------------------------------------------------------

Corporation: Transbotics Corporation (TIN: 56-1460497) Lender: Wachovia Bank, National association, successor by
             3400 Latrobe Drive                                Merger to Southtrust Bank
             Charlotte, NC  28211                              Commercial Loans - Charlotte
                                                               Charlotte, NC
================================================================================================================
</TABLE>

WE THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE. The complete and correct name of the corporation is
Transbotics  Corporation  ("Corporation").  The Corporation is a corporation for
profit which is, and at all times shall be, duly  organized,  validly  existing,
and in good  standing  under and by virtue of the laws of the State of Delaware.
The  Corporation is duly  authorized to transact  business in the State of North
Carolina and all other states in which the Corporation is doing business, having
obtained all  necessary  filings,  governmental  licenses and approvals for each
state in which the Corporation is doing business.  Specifically, the Corporation
is, and at all times shall be, duly  qualified as a foreign  corporation  in all
states in which the failure to so qualify would have a material  adverse  effect
in its business or financial  condition.  The Corporation has the full power and
authority  to own its  properties  and to transact  the  business in which it is
presently engaged or presently proposes to engage. The Corporation  maintains an
office at 3400 Latrobe Drive,  Charlotte,  NC 28211.  Unless the Corporation has
designated otherwise in writing, the principal office is the office at which the
Corporation  keeps its books and records.  The  Corporation  will notify  Lender
prior to any change in the location of the  Corporation's  state of organization
or any change in the  Corporation's  name. The  Corporation  shall do all things
necessary to preserve and to keep in full force and effect its existence, rights
and  privileges,  and shall  comply  with all  regulations,  rules,  ordinances,
statutes, orders and decrees of any governmental or quasi-governmental authority
or  court  applicable  to  the  corporation  and  the   Corporation's   business
activities.

RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the
Corporation  is a close  corporation  having  no  Board of  Directors  then at a
meeting of the  Corporation's  shareholders,  duly  called and held on March 23,
2005,  at which a quorum was  present and  voting,  or by other duly  authorized
action in lieu of a meeting,  the  resolutions set forth in this resolution were
adopted.

OFFICER. The following named person is an officer of Transbotics Corporation:

     NAMES            TITLES                AUTHORIZED      ACTUAL SIGNATURES

     Claude Imbleau   President, CEO & CFO      Y           x /s/ Claude Imbleau
                                                            --------------------

ACTIONS  AUTHORIZED.  The  authorized  person  listed  above may enter  into any
agreements  of any  nature  with  Lender,  and  those  agreements  will bind the
Corporation.  Specifically,  but without  limitation,  the authorized  person is
authorized, empowered, and directed to do the following for and on behalf of the
Corporation:

     Borrow Money. To borrow, as a cosigner or otherwise, from time to time from
     Lender,  on such terms as may be agreed upon  between the  Corporation  and
     Lender,  such  sum or sums of  money as in his or her  judgment  should  be
     borrowed, without limitation.

     Execute  Notes.  To execute  and deliver to Lender the  promissory  note or
     notes, or other evidence of the  Corporation's  credit  accommodations,  on
     Lender's  forms,  at such  rates of  interest  and on such  terms as may be
     agreed  upon,  evidencing  the  sums of  money  so  borrowed  or any of the
     Corporation's  indebtedness  to Lender,  and also to execute and deliver to
     Lender  one or  more  renewals,  extensions,  modifications,  refinancings,
     consolidations,  or substitutions for one or more of the notes, any portion
     of the notes, or any other evidence of credit accommodations.

     Grant Security. To mortgage,  pledge, transfer,  endorse,  hypothecate,  or
     otherwise  encumber  and deliver to Lender any  property  now or  hereafter
     belonging to the  Corporation or in which the  Corporation now or hereafter
     may have an interest, including without limitation all of the Corporation's
     real property and all of the Corporation's  personal property  (tangible or
     intangible),   as  security   for  the  payment  of  any  loans  or  credit
     accommodations so obtained, any promissory notes so executed (including any
     amendments to or modifications, renewals, and extensions of such promissory
     notes),  or any other or further  indebtedness of the Corporation to Lender
     at any time owing, however the same may be evidenced.  Such property may be
     mortgaged,  pledged, transferred,  endorsed,  hypothecated or encumbered at
     the time such loans are obtained or such  indebtedness  is incurred,  or at
     any other time or times, and may be either in addition to or in lieu of any
     property therefore mortgaged, pledged, transferred,  endorsed, hypothecated
     or encumbered.

     Execute Security  Documents.  To execute and deliver to Lender the forms of
     mortgage,  deed of trust, pledge agreement,  hypothecation  agreement,  and
     other security agreements and financing statements which Lender may require
     and which shall  evidence  the terms and  conditions  under and pursuant to
     which such liens and  encumbrances,  or any of them, are given; and also to
     execute and deliver to Lender any other  written  instruments,  any chattel
     paper,  or any other  collateral,  of any kind or nature,  which Lender may
     deem necessary or proper in connection  with or pertaining to the giving of
     the liens and encumbrances.

     Negotiate  Items.  To draw,  endorse,  and discount with Lender all drafts,
     trade  acceptances,  promissory  notes,  or other evidences of indebtedness
     payable to or belonging to the  Corporation or in which the Corporation may
     have an interest,  and either to receive cash for the same or to cause such
     proceeds to be credited to the  Corporation's  account with  Lender,  or to
     cause such other disposition of the proceeds derived therefrom as he or she
     may deem advisable.

     Further  Acts. In the case of lines of credit,  to designate  additional or
     alternate  individuals as being  authorized to request  advances under such

                                       25
<PAGE>

     lines,  and in all cases, to do and perform such other acts and things,  to
     pay any and all fees and  costs,  and to  execute  and  deliver  such other
     documents and agreements as the officer may in his or her  discretion  deem
     reasonably necessary or proper in order to carry into effect the provisions
     of this Resolution.

ASSUMED  BUSINESS NAMES.  The Corporation has filed or recorded all documents or
filings  required  by law  relating to all  assumed  business  names used by the
Corporation.  Excluding the name of the Corporation, the following is a complete
list of all assumed  business names under which the  Corporation  does business.
None.

NOTICES TO LENDER.  The  Corporation  will promptly  notify Lender in writing at
Lender's  address  shown above (or such other  addresses as Lender may designate
from time to time) prior to any (A) change in the Corporation's name; (B) change
in the Corporation's  assumed business name(s);  (C) change in the management of
the  Corporation;  (D)  change in the  authorized  signer(s);  (E) change in the
Corporation's principal office address; (F) change in the Corporation's state of
organization;  (G)  conversion of the  Corporation to a new or different type of
business  entity;  or (H)  change in any other  aspect of the  Corporation  that
directly or indirectly  relates to any agreements  between the  Corporation  and
Lender. No change in the  Corporation's  name or state of organization will take
effect until after Lender has received notice.

CERTIFICATION  CONCERNING  OFFICERS AND RESOLUTIONS.  The officer named above is
duly elected,  appointed, or employed by or for the Corporation, as the case may
be, and occupies the position  set  opposite his or her  respective  name.  This
resolution  now  stands of record  on the books of the  Corporation,  is in full
force and effect, and has not been modified or revoked in any manner whatsoever.

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed  prior to the  passage  of this  Resolution  are hereby  ratified  and
approved.  This resolution  shall be continuing,  shall remain in full force and
effect and Lender may rely on it until written  notice of its  revocation  shall
have been  delivered to and received by Lender at Lender's  address  shown above
(or such addresses as Lender may designate  from time to time).  Any such notice
shall not affect any of the Corporation's agreements or commitments in effect at
the time notice is given.

IN TESTIMONY  WHEREOF,  We have  hereunto set our hand,  affixed the seal of the
Corporation  and attest that the signature set opposite the name listed above is
his or her genuine signature.

We have read all the provisions of this  Resolution,  and we each personally and
on behalf of the  Corporation  certify that all statements  and  representations
made in this  Resolution  are true and correct.  This  Corporate  Resolution  to
Borrow / Grant Collateral is dated March 23, 2005.

THIS  RESOLUTION IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS  RESOLUTION IS
AND SHALL  CONSTITUTE  AND HAVE THE EFFECT OF A SEALED  INSTRUMENT  ACCORDING TO
LAW.




                                       26
<PAGE>
                CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL

Loan No: 0000000026               (Continued)                             Page 2
================================================================================



                                       CERTIFIED AND ATTESTED BY:
                CORPORATE

                  SEAL                 By:    /s/ Claude Imbleau
                                       -----------------------------------------
                                       Authorized Signer for Transbotics
                                       Corporation




Note:  If the officer  signing this  Resolution  is  designated by the foregoing
document as one of the officers  authorized to act on the Corporation's  behalf,
it is advisable to have this  Resolution  signed by at least one  non-authorized
officer of the Corporation.

================================================================================
LASER PRO LENDING,  Ver.  5.22.30.002 Copr.  Harland Financial  Solutions,  Inc.
1997, 2003. All Rights Reserved. NC L:\CFIWIN\CFI\LPL\120.FC TR-66834 PR-2





















                                       27
<PAGE>
                          COMMERCIAL SECURITY AGREEMENT
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
Principal      Loan Date       Maturity       Loan No       Call/Coll       Account       Officer       Initials
<S>                <C>           <C>            <C>            <C>            <C>           <C>           <C>
$400,000      02-23-2005                     0000000026        0001        1000501525       NCT
----------------------------------------------------------------------------------------------------------------

References  in the shaded  area are for  Lender's  use only and do not limit the applicability  of this document
to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

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

Grantor: Transbotics Corporation (TIN: 56-1460497)     Lender: Wachovia Bank, National association, successor by
         3400 Latrobe Drive                                    Merger to Southtrust Bank
         Charlotte, NC  28211                                  Commercial Loans - Charlotte
                                                               Charlotte, NC
================================================================================================================
</TABLE>

THIS  COMMERCIAL  SECURITY  AGREEMENT dated March 23, 2005, is made and executed
between  Transbotics   Corporation   ("Grantor")  and  Wachovia  Bank,  National
Association, successor by merger to SouthTrust Bank ("Lender").

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender
a security interest in the Collateral to secure the Indebtedness and agrees that
Lender  shall  have the  rights  stated in this  Agreement  with  respect to the
Collateral in addition to all other rights which Lender may have by law.

COLLATERAL  DESCRIPTION.  The word  "Collateral" as used in this Agreement means
the  following  described  property,  whether now owned or  hereafter  acquired,
whether now  existing or  hereafter  arising,  and  wherever  located,  in which
Grantor  is  giving  to  Lender  a  security  interest  for the  payment  of the
indebtedness  and performance of all other  obligations  under the Note and this
Agreement:

     All  inventory,  equipment,  accounts  (including  but not  limited  to all
     health-care-insurance  receivables),  chattel paper, instruments (including
     but not limited to all promissory notes),  letter-of-credit rights, letters
     of credit, documents,  deposit accounts,  investment property, money, other
     rights to payment and performance,  and general intangibles  (including but
     not limited to all software and all payment intangibles);  all attachments,
     accessions,  fittings,  increases,  tools, parts,  repairs,  supplies,  and
     commingled  goods  relating to the foregoing  property,  and all additions,
     replacements  of and  substitutions  for all or any  part of the  foregoing
     property;  all insurance  refunds relating to the foregoing  property;  all
     good will  relating  to the  foregoing  property;  all records and data and
     embedded  software relating to the foregoing  property,  and all equipment,
     inventory  and software to utilize,  create,  maintain and process any such
     records  and  data on  electronic  media;  and all  supporting  obligations
     relating to the foregoing  property;  all whether now existing or hereafter
     arising,  whether  now  owned  or  hereafter  acquired  or  whether  now or
     hereafter subject to any rights in the foregoing property; and all products
     and proceeds  (including  but not limited to all insurance  payments) of or
     relating to the foregoing property.

In addition, the word "Collateral" also includes all the following,  whether now
owned or hereafter  acquired,  whether now existing or  hereafter  arising,  and
wherever located:

     (A)  All accessions,  attachments,  accessories,  tools,  parts,  supplies,
          replacements  of and  additions  to any  of the  collateral  described
          herein, whether added now or later.

     (B)  All  products  and produce of any of the  property  described  in this
          Collateral section.

     (C)  All  accounts,  general  intangibles,   instruments,   rents,  monies,
          payments,  and  all  other  rights,  arising  out  of a  sale,  lease,
          consignment or other  disposition of any of the property  described in
          this Collateral section.

     (D)  All   proceeds   (including   insurance   proceeds)   from  the  sale,
          destruction,  loss,  or  other  disposition  of any  of  the  property
          described in this Collateral section,  and sums due from a third party
          who has  damaged or  destroyed  the  Collateral  or from that  party's
          insurer, whether due to judgment, settlement, or other process.

     (E)  All records and data relating to any of the property described in this
          Collateral  section,  whether  in the form of a  writing,  photograph,
          microfilm,  microfiche,  or  electronic  media,  together  with all of
          Grantor's right,  title, and interest in and to all computer  software
          required to utilize, create, maintain, and process any such records or
          data on electronic media.

Despite of any other  provision of this  Agreement,  Lender is not granted,  and
will not have, a nonpurchase  money security interest in household goods, to the
extent  such a security  interest  would be  prohibited  by  applicable  law. In
addition,  if because of the type of any property,  Lender is required to give a
notice of the right to cancel under Truth in Lending for the  Indebtedness,  the
Lender  will not have a security  interest in such  collateral  unless and until
such a notice is given.

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff  in all  Grantor's  accounts  with  Lender  (whether  checking,
savings, or some other account).  This includes all accounts Grantor may open in
the future.  However,  this does not include any IRA or Keogh  accounts,  or any
trust accounts for which setoff would be prohibited by law.  Grantor  authorizes
Lender,  to the extent permitted by applicable law, to charge or setoff all sums
owing on the  Indebtedness  against any and all such accounts,  and, at Lender's
option, to administratively  freeze all such accounts to allow Lender to protect
Lender's charge and setoff rights provided in this paragraph.

GRANTOR'S  REPRESENTATIONS  AND WARRANTIES WITH RESPECT TO THE COLLATERAL.  With
respect to the Collateral, Grantor represents and promises to Lender that:

     Perfection  of  Security  Interest.  Grantor  agrees to  execute  financing
     statements and to take whatever  actions are requested by Lender to perfect
     and continue Lender's security interest in the Collateral.  Upon request of
     Lender,  Grantor  will  deliver  to  Lender  any and  all of the  documents
     evidencing or constituting  the Collateral,  and Grantor will note Lender's
     interest  upon any and all  chattel  paper if not  delivered  to Lender for
     possession  by Lender.  This is a continuing  Security  Agreement  and will
     continue in effect even through all or any part of the Indebtedness is paid
     in full and even though for a period of time Grantor may not be indebted to
     Lender.

                                       28
<PAGE>

     Notices  to  Lender.  Grantor  will  promptly  notify  Lender in writing at
     Lender's  address  shown  above (or such  other  addresses  as  Lender  may
     designate from time to time) prior to any (1) change in Grantor's name; (2)
     change in Grantor's assumed business name(s);  (3) change in the management
     of the Corporation  Grantor;  (4) change in the authorized  signer(s);  (5)
     change in Grantor's principal office address; (6) change in Grantor's state
     of  organization;  (7)  conversion of Grantor to a new or different type of
     business entity; or (8) change in any other aspect of Grantor that directly
     or indirectly  relates to any  agreements  between  Grantor and Lender.  No
     change in Grantor's  name or state of  organization  will take effect until
     after Lender has received notice.

     No Violation. The execution and delivery of this Agreement will not violate
     any law or agreement  governing Grantor or to which Grantor is a party, and
     its certificate or articles of  incorporation ad bylaws do not prohibit any
     term or condition of this Agreement.

     Enforceability  of  Collateral.  To the extent the  Collateral  consists of
     accounts, chattel paper, or general intangibles,  as defined by the Uniform
     Commercial  Code,  the  collateral is  enforceable  in accordance  with its
     terms,  is  genuine,  and  fully  complies  with  all  applicable  laws and
     regulations   concerning  form,  content  and  manner  of  preparation  and
     execution, and all persons appearing to be obligated on the Collateral have
     authority and capacity to contract and are in fact obligated as they appear
     to be on the  Collateral.  At the time any  Account  becomes  subject  to a
     security interest in favor of Lender, The Account shall be a good and valid
     account representing an undisputed,  bona fide indebtedness incurred by the
     account debtor,  for merchandise  held subject to delivery  instructions or
     previously  shipped or  delivered  pursuant to a contract  of sale,  or for
     services previously performed by Grantor with or for the account debtor. So
     long as this  Agreement  remains in  effect,  Grantor  shall  not,  without
     Lender's  prior written  consent,  compromise,  settle,  adjust,  or extend
     payment  under or with  regard  to any  such  Accounts.  There  shall be no
     setoffs or  counterclaims  against any of the Collateral,  and no agreement
     shall have been made under which any deductions or discounts may be claimed
     concerning the Collateral except those disclosed to Lender in writing.

     Location of the  Collateral.  Except in the  ordinary  course of  Grantor's
     business,  Grantor  agrees to keep the  Collateral  (or to the  extent  the
     Collateral  consists  of  intangible  property  such as accounts or general
     intangibles,  the records  concerning the Collateral) at Grantor's  address
     shown above or at such other  locations as are  acceptable to Lender.  Upon
     Lender's  request,  Grantor will deliver to Lender in form  satisfactory to
     Lender a schedule of real properties and Collateral  locations  relating to
     Grantor's operations,  including without limitation the following:  (1) all
     real property Grantor owns or is purchasing;  (2) all real property Grantor
     is renting or leasing;  (3) all storage  facilities  Grantor  owns,  rents,
     leases, or uses; and (4) all other properties where Collateral is or may be
     located.


















                                       29
<PAGE>
                          COMMERCIAL SECURITY AGREEMENT
Loan No: 0000000026               (Continued)                             Page 2
================================================================================

     Removal  of the  Collateral.  Except in the  ordinary  course of  Grantor's
     business,  including the sales of  inventory,  Grantor shall not remove the
     Collateral  from its  existing  location  without  Lender's  prior  written
     consent. To the extent that the Collateral  consists of vehicles,  or other
     titled  property,  Grantor  shall not take or permit any action which would
     require  application for certificates of title for the vehicles outside the
     State of North Carolina,  without Lender's prior written  consent.  Grantor
     shall,  whenever  requested,  advise  Lender of the exact  location  of the
     Collateral.

     Transactions  Involving  Collateral.  Except for inventory sold or accounts
     collected in the ordinary  course of  Grantor's  business,  or as otherwise
     provided for in this Agreement,  Grantor shall not sell,  offer to sell, or
     otherwise  transfer or dispose of the  Collateral.  While Grantor is not in
     default under this Agreement,  Grantor may sell inventory,  but only in the
     ordinary  course of its  business and only to buyers who qualify as a buyer
     in the  ordinary  course  of  business.  A sale in the  ordinary  course of
     Grantor's  business  does  not  include  a  transfer  in  partial  or total
     satisfaction  of a  debt  or any  bulk  sale.  Grantor  shall  not  pledge,
     mortgage,  encumber or otherwise permit the Collateral to be subject to any
     lien, security interest,  encumbrance,  or charge,  other than the security
     interest provided for in this Agreement,  without the prior written consent
     of Lender.  This includes security interests even if junior in right to the
     security  interests granted under this Agreement.  Unless waived by Lender,
     all proceeds from any disposition of the Collateral  (for whatever  reason)
     shall be held in trust for  Lender  and shall  not be  commingled  with any
     other  funds;  provided  however,  this  requirement  shall not  constitute
     consent by Lender to any sale or other disposition.  Upon receipt,  Grantor
     shall immediately deliver any such proceeds to Lender.

     Title.  Grantor  represents  and warrants to Lender that Grantor holds good
     and  marketable  title to the  Collateral,  free and clear of all liens and
     encumbrances except for the lien of this Agreement.  No financing statement
     covering any of the  Collateral  is on file in any public office other than
     those which reflect the security  interest  created by this Agreement or to
     which Lender has  specifically  consented.  Grantor  shall defend  Lender's
     rights in the  Collateral  against  the  claims  and  demands  of all other
     persons.

     Repairs and Maintenance.  Grantor agrees to keep and maintain, and to cause
     others to keep and  maintain,  the  Collateral  in good  order,  repair and
     condition  at all times  while this  Agreement  remains in effect.  Grantor
     further  agrees to pay when due all  claims  for work done on, or  services
     rendered or material furnished in connection with the Collateral so that no
     lien or encumbrance may ever attach to or be filed against the Collateral.

     Inspection of Collateral.  Lender and Lender's  designated  representatives
     and agents  shall  have the right at all  reasonable  times to examine  and
     inspect the Collateral wherever located.

     Taxes,  Assessments  and  Liens.  Grantor  will  pay  when  due all  taxes,
     assessments and liens upon the Collateral,  its use or operation, upon this
     Agreement,  upon any promissory note or notes evidencing the  Indebtedness,
     or upon any of the other Related  Documents.  Grantor may withhold any such
     payment  or may  elect to  contest  any lien if  Grantor  is in good  faith
     conducting an  appropriate  proceeding to contest the obligation to pay and
     so long as  Lender's  interest  in the  Collateral  is not  jeopardized  in
     Lender's  sole opinion.  If the  Collateral is subjected to a lien which is
     not discharged within fifteen (15) days,  Grantor shall deposit with Lender
     cash, a sufficient corporate surety bond or other security  satisfactory to
     Lender in an amount  adequate to provide for the discharge of the lien plus
     any interest,  costs, attorneys' fees or other charges that could accrue as
     a result of foreclosure or sale of the  Collateral.  In any contest Grantor
     shall defend itself and Lender and shall satisfy any final adverse judgment
     before enforcement against the Collateral.  Grantor shall name Lender as an
     additional   obligee  under  any  surety  bond  furnished  in  the  contest
     proceedings.  Grantor  further  agrees to furnish Lender with evidence that
     such taxes, assessments,  and governmental and other charges have been paid
     in full and in a timely  manner.  Grantor may  withhold any such payment or
     may elect to contest  any lien if Grantor  is in good faith  conducting  an
     appropriate  proceeding  to contest  the  obligation  to pay and so long as
     Lender's interest in the Collateral is not jeopardized.

     Compliance with  Governmental  Requirements.  Grantor shall comply promptly
     with all  laws,  ordinances,  rules  and  regulations  of all  governmental
     authorities,  now or  hereafter  in effect,  applicable  to the  ownership,
     production,  disposition,  or use of the Collateral,  including all laws or
     regulations  relating  to the  undue  erosion  of  highly-erodible  land or
     relating  to  the   conversion  of  wetlands  for  the   production  of  an
     agricultural  product or  commodity.  Grantor may contest in good faith any
     such law,  ordinance  or  regulation  and  withhold  compliance  during any
     proceeding,  including appropriate appeals, so long as Lender's interest in
     the Collateral, in Lender's opinion, is not jeopardized.

     Hazardous  Substances.  Grantor represents and warrants that the Collateral
     never has been, and never will be so long as this Agreement  remains a lien
     on the Collateral,  used in violation of any Environmental  Laws or for the
     generation,  manufacture,  storage,  transportation,  treatment,  disposal,
     release  or   threatened   release   of  any   Hazardous   Substance.   The
     representations and warranties  contained herein are based on Grantor's due
     diligence in investigating the Collateral for Hazardous Substances. Grantor
     hereby  (1)  releases  and  waives any  future  claims  against  Lender for
     indemnity or  contribution  in the event Grantor becomes liable for cleanup
     or other costs under any  Environmental  Laws,  and (2) agrees to indemnify
     and hold harmless  Lender  against any and all claims and losses  resulting
     from a breach of this  provision  of this  Agreement.  This  obligation  to
     indemnify   shall  survive  the  payment  of  the   indebtedness   and  the
     satisfaction of this Agreement.

     Maintenance of Casualty  Insurance.  Grantor shall procure and maintain all
     risks  insurance,  including  without  limitation fire, theft and liability
     coverage  together  with such other  insurance  as Lender may require  with
     respect to the Collateral, in form, amounts, coverages and basis reasonably
     acceptable  to  Lender  and  issued by a company  or  companies  reasonable
     acceptable  to Lender.  Grantor,  upon  request of Lender,  will deliver to
     Lender from time to time the policies or  certificates of insurance in form
     satisfactory to Lender,  including  stipulations that coverages will not be
     cancelled  or  diminished  without  at least ten (10) days'  prior  written
     notice  to  Lender  and  not  including  any  disclaimer  of the  insurer's
     liability  for failure to give such a notice.  Each  insurance  policy also
     shall  include an  endorsement  providing  that coverage in favor of Lender
     will not be impaired in any way by any act,  omission or default of Grantor
     or any other person.  In connection  with all policies  covering  assets in
     which Lender holds or is offered a security interest,  Grantor will provide
     Lender with such loss payable or other  endorsements as Lender may require.
     If  Grantor  at any time  fails to  obtain or  maintain  any  insurance  as
     required under this  Agreement,  Lender may (but shall not be obligated to)
     obtain such insurance as Lender deems  appropriate,  including if Lender so
     chooses  "single  interest  insurance,"  which  will  cover  only  Lender's
     interest in the Collateral.

                                       30
<PAGE>
     Application of Insurance Proceeds.  Grantor shall promptly notify Lender of
     any loss or  damage to the  Collateral.  Lender  may make  proof of loss if
     Grantor  fails to do so  within  fifteen  (15)  days of the  casualty.  All
     proceeds of any insurance on the  Collateral,  including  accrued  proceeds
     thereon,  shall be held by  Lender  as part of the  Collateral.  If  Lender
     consents to repair or replacement  of the damaged or destroyed  Collateral,
     Lender shall,  upon  satisfactory  proof of  expenditure,  pay or reimburse
     Grantor from the proceeds for the reasonable cost of repair or restoration.
     If Lender  does not  consent to repair or  replacement  of the  Collateral,
     Lender shall  retain a sufficient  amount of the proceeds to pay all of the
     indebtedness, and shall pay the balance to Grantor. Any proceeds which have
     not been  disbursed  within six (6) months  after  their  receipt and which
     Grantor has not committed to the repair or  restoration  of the  Collateral
     shall be used to prepay the Indebtedness.

     Insurance  Reserves.  Lender may require  Grantor to  maintain  with Lender
     reserves for payment of insurance premiums, which reserves shall be created
     by  monthly  payments  from  Grantor  of a sum  estimated  by  Lender to be
     sufficient  to produce,  at least  fifteen (15) days before the premium due
     date,  amounts at least  equal to the  insurance  premiums  to be paid.  If
     fifteen  (15)  days  before   payment  is  due,   the  reserve   funds  are
     insufficient,  Grantor shall upon demand pay any deficiency to Lender.  The
     reserve  funds  shall be held by  Lender  as a  general  deposit  and shall
     constitute  a  non-interest-bearing  account  which  Lender may  satisfy by
     payment of the  insurance  premiums  required to be paid by Grantor as they
     become due.  Lender does not hold the reserve  funds in trust for  Grantor,
     and  Lender  is not the  agent of  Grantor  for  payment  of the  insurance
     premiums required to be paid by Grantor. The responsibility for the payment
     of premiums shall remain Grantor's sole responsibility.

     Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender
     reports on each existing  policy of insurance  showing such  information as
     Lender may reasonably request including the following:  (1) the name of the
     insurer;  (2) the risks  insured;  (3) the  amount of the  policy;  (4) the
     property  insured;  (5) the  then  current  value  on the  basis  of  which
     insurance has been obtained and the manner of determining  that value;  and
     (6) the  expiration  date of the policy.  In addition,  Grantor  shall upon
     request  by  Lender   (however  not  more  often  than  annually)  have  an
     independent appraiser satisfactory to Lender determine, as applicable,  the
     cash value or replacement cost of the Collateral.

     Financing  Statements.  Grantor authorizes Lender to file a UCC-1 financing
     statement,  or alternatively,  a copy of this Agreement to perfect Lender's
     security interest. At Lender's request, Grantor additionally agrees to sign
     all other  documents that are necessary to perfect,  protect,  and continue
     Lender's  security  interest in the  Property.  Grantor will pay all filing
     fees,  title  transfer  fees,  and  other  fees and costs  involved  unless
     prohibited  by law or unless Lender is required by law to pay such fees and
     costs.  Grantor irrevocably appoints Lender to execute financing statements
     and  documents  of title in  Grantor's  name and to execute  all  documents
     necessary to transfer  title if there is a default.  Lender may file a copy
     of this Agreement as a financing  statement.  If Grantor changes  Grantor's
     name or address,  or the name or address of any person  granting a security
     interest under this  Agreement  changes,  Grantor will promptly  notify the
     Lender of such change.






                                       31
<PAGE>
                          COMMERCIAL SECURITY AGREEMENT
Loan No: 0000000026               (Continued)                             Page 3
================================================================================

GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.  Until default and except
otherwise  provided below with respect to accounts,  Grantor may have possession
of the tangible  personal  property and beneficial use of all the Collateral and
may use it in any lawful  manner not  inconsistent  with this  Agreement  or the
Related  Documents,  provided that Grantor's  right to possession and beneficial
use shall not apply to any  Collateral  where  possession  of the  Collateral by
Lender  is  required  by law to  perfect  Lender's  security  interest  in  such
Collateral.  Until otherwise notified by Lender,  Grantor may collect any of the
Collateral  consisting  of  accounts.  At any time and even  through no Event of
Default  exists,  Lender may  exercise its rights to collect the accounts and to
notify account  debtors to make payments  directly to Lender for  application to
the  Indebtedness.  If  Lender  at any time has  possession  of any  Collateral,
whether  before  or after an Event of  Default,  Lender  shall be deemed to have
exercised  reasonable care in the custody and  preservation of the Collateral if
Lender takes such action for that purpose as Grantor shall request or as Lender,
in Lender's sole discretion, shall deem appropriate under the circumstances, but
failure to honor any  request  by Grantor  shall not of itself be deemed to be a
failure to exercise  reasonable  care.  Lender shall not be required to take any
steps necessary to preserve any rights in the Collateral  against prior parties,
nor to protect,  preserve or maintain any security  interest given to secure the
Indebtedness.

LENDER'S  EXPENDITURES.  If any action or  proceeding  is  commenced  that would
materially  affect  Lender's  interest in the  Collateral or if Grantor fails to
comply with any provision of this Agreement or any Related Documents,  including
but not limited to  Grantor's  failure to  discharge or pay when due any amounts
Grantor is  required to  discharge  or pay under this  Agreement  or any Related
Documents,  Lender on Grantor's  behalf may (but shall not be obligated to) take
any  action  that  Lender  deems  appropriate,  including  but  not  limited  to
discharging or paying all taxes,  liens,  security  interests,  encumbrances and
other  claims,  at any time  levied or placed on the  Collateral  and paying all
costs  for  insuring,  maintaining  and  preserving  the  Collateral.  All  such
expenditures  incurred  or paid by  Lender  for such  purposes  will  then  bear
interest at the rate  charged  under the Note from the date  incurred or paid by
Lender to the date of repayment by Grantor. All such expenses will become a part
of the indebtedness and, at Lender's option,  will (A) be payable on demand; (B)
be added to the balance of the Note and be apportioned among and be payable with
any  installment  payments  to  become  due  during  either  (1) the term of any
applicable  insurance  policy;  or (2) the remaining term of the note; or (C) be
treated  as a  balloon  payment  which  will be due and  payable  at the  Note's
maturity.  The Agreement also will secure  payment of these amounts.  Such right
shall be in addition  to all other  rights and  remedies to which  Lender may be
entitled upon Default.

DEFAULT. Default will occur if payment in full is not made immediately when due.

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If an event of  default  occurs  under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the North Carolina Uniform  Commercial Code. In addition and without
limitation,  Lender may  exercise  any one or more of the  following  rights and
remedies:

     Accelerate  Indebtedness.  Lender  may  declare  the  entire  Indebtedness,
     including  any  prepayment  penalty which Grantor would be required to pay,
     immediately due and payable, without notice of any kind to Grantor.

     Assemble Collateral. Lender may require Grantor to deliver to Lender all or
     any portion of the  Collateral  and any and all  certificates  of title and
     other documents  relating to the Collateral.  Lender may require Grantor to
     assemble  the  Collateral  and make it available to Lender at a place to be
     designated  by Lender.  Lender also shall have full power to enter upon the
     property of Grantor to take possession of and remove the Collateral. If the
     Collateral  contains  other goods not covered by this Agreement at the time
     of repossession,  Grantor agrees Lender may take such other goods, provided
     that  Lender  makes  reasonable  efforts to return  them to  Grantor  after
     repossession.

     Sell the Collateral. Lender shall have full power to sell, lease, transfer,
     or otherwise deal with the  Collateral or proceeds  thereof in Lender's own
     name or that of Grantor.  Lender may sell the  Collateral at public auction
     or private sale.  Unless the  Collateral  threatens to decline  speedily in
     value or is of a type customarily sold on a recognized market,  Lender will
     give Grantor,  and other persons as required by law,  reasonable  notice of
     the time and place of any public sale,  or the time after which any private
     sale or any other disposition of the Collateral is to be made.  However, no
     notice need be provided to any person who,  after Event of Default  occurs,
     enters into and  authenticates an agreement  waiving that person's right to
     notification of sale. The requirements of reasonable notice shall be met if
     such  notice is given at least ten (10) days before the time of the sale or
     disposition.  All expenses  relating to the  disposition of the Collateral,
     including without limitation the expenses of retaking,  holding,  insuring,
     preparing for sale and selling the  Collateral,  shall become a part of the
     Indebtedness secured by this Agreement and shall be payable in demand, with
     interest at the Note rate from date of expenditure until repaid.

     Appoint Receiver.  Lender shall have the right to have a receiver appointed
     to take possession of all or any part of the Collateral,  with the power to
     protect and preserve the  Collateral,  to operate the Collateral  preceding
     foreclosure or sale, and to collect the Rents from the Collateral and apply
     the  proceeds,  over and above the cost of the  receivership,  against  the
     indebtedness.  The  receiver  may serve  without  bond if permitted by law.
     Lender's right to the  appointment of a receiver shall exist whether or not
     the  apparent  value  of  the  Collateral  exceeds  the  Indebtedness  by a
     substantial amount. Employment by Lender shall not disqualify a person from
     serving as a receiver.


                                       32
<PAGE>
                          COMMERCIAL SECURITY AGREEMENT
Loan No: 0000000026               (Continued)                             Page 4
================================================================================

     Collect  Revenues,  Apply  Accounts.  Lender,  either  itself or  through a
     receiver,  may collect the payments,  rents,  income, and revenues from the
     Collateral.  Lender may at any time in  Lender's  discretion  transfer  any
     Collateral  into Lender's own name or that of Lender's  nominee and receive
     the  payments,  rents,  income and revenues  therefrom and hold the same as
     security for the Indebtedness or apply it to payment of the Indebtedness in
     such order of preference as Lender may determine. Insofar as the Collateral
     consists of accounts, general intangibles, insurance policies, instruments,
     chattel paper,  choses in action, or similar  property,  Lender may demand,
     collect,  receipt for, settle,  compromise,  adjust, sue for, foreclose, or
     realize  on  the  Collateral  as  Lender  may  determine,  whether  or  not
     Indebtedness or Collateral is then due. For these purposes,  Lender may, on
     behalf of and in the name of  Grantor,  receive,  open and  dispose of mail
     addressed to Grantor;  change any address to which mail and payments are to
     be sent;  and endorse notes,  checks,  drafts,  money orders,  documents of
     title, instruments,  and items pertaining to payment,  shipment, or storage
     of any  Collateral.  To facilitate  collection,  Lender may notify  account
     debtors and obligors on any Collateral to make payments directly to Lender.

     Obtain Deficiency.  If Lender chooses to sell any or all of the Collateral,
     Lender may obtain a judgment  against Grantor for any deficiency  remaining
     on the Indebtedness due to Lender after application of all amounts received
     from the exercise of the rights provided in this  Agreement.  Grantor shall
     be  liable  for a  deficiency  even if the  transaction  described  in this
     subsection is a sell of accounts or chattel paper.

    Other Rights and Remedies. Lender shall have all the rights and remedies of
    a secured creditor under the provisions of the Uniform Commercial Code, as
    may be amended from time to time. In addition, Lender shall have and may
    exercise any or all other rights and remedies it may have available at law,
    in equity or otherwise.

    Election of Remedies. Except as may be prohibited by applicable law, all of
    Lender's rights and remedies, whether evidenced by this Agreement, the
    Related Documents, or by any other writing, shall be cumulative and may be
    exercised singularly or concurrently. Election by Lender to pursue any
    remedy shall not exclude pursuit of any other remedy, and an election to
    make expenditures or to take action to perform an obligation of Grantor
    under this Agreement, after Grantor's failure to perform, shall not affect
    Lender's right to declare a default and exercise its remedies.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

     Amendments.   This   Agreement,   together  with  any  Related   Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement.  No alteration of or amendment to this
     Agreement  shall be  effective  unless  given in writing  and signed by the
     party or  parties  sought  to be  charged  or bound  by the  alteration  or
     amendment.

     Attorneys'  Fees;  Expenses.  Grantor  agrees  to pay  upon  demand  all of
     Lender's  costs  and  expenses,  including  Lender's  attorneys'  fees  and
     Lender's legal  expenses,  incurred in connection  with the  enforcement of
     this  agreement.  Lender may hire or pay someone  else to help enforce this
     Agreement, and Grantor shall pay the cost and expenses of such enforcement.
     Costs and expenses  include  Lender's  attorneys'  fees and legal  expenses
     whether  or not there is a  lawsuit,  including  attorneys'  fees and legal
     expenses for bankruptcy  proceedings (including efforts to modify or vacate
     any  automatic  stay  or   injunction),   appeals,   and  any   anticipated
     post-judgment  collection services.  Grantor also shall pay all court costs
     and such additional fees as may be directed by the court.

     Caption  Headings.  Caption  headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the  provisions
     of this Agreement.

     Governing Law. This  Agreement will be governed by,  construed and enforced
     in accordance with federal law and the laws of the State of North Carolina.
     This Agreement has been accepted by Lender in the State of North Carolina.

     No Waiver by Lender.  Lender  shall not be deemed to have waived any rights
     under this  Agreement  unless such waiver is given in writing and signed by
     Lender.  No delay or omission on the part of Lender in exercising any right
     shall  operate  as a waiver of such right or any other  right.  A waiver by
     Lender of a provision of this Agreement shall not prejudice or constitute a
     waiver of Lender's right  otherwise to demand strict  compliance  with that
     provision  or any other  provision  of this  Agreement.  No prior waiver by
     Lender,  nor any  course of  dealing  between  Lender  and  Grantor,  shall
     constitute  a  waiver  of any of  Lender's  rights  or of any of  Grantor's
     obligations as to any future  transactions.  Whenever the consent of Lender
     is required under this Agreement, the granting of such consent by Lender in
     any  instance  shall  not  constitute   continuing  consent  to  subsequent
     instances  where such consent is required and in all cases such consent may
     be granted or withheld in the sole discretion of Lender.

     Notices.  Any notice  required  to be given under this  Agreement  shall be
     given in writing,  and shall be effective  when  actually  delivered,  when
     actually  received by telefacsimilie  (unless  otherwise  required by law),
     when  deposited  with a nationally  recognized  overnight  courier,  or, if
     mailed, when deposited in the United States mail, as first class, certified
     or registered  mail postage  prepaid,  directed to the addresses shown near
     the  beginning  of this  Agreement.  Any party may change its  address  for
     notices under this  Agreement by giving formal  written notice to the other
     parties, specifying that the purpose of the notice is to change the party's
     address. For notice purposes, Grantor agrees to keep Lender informed at all
     times of Grantor's current address.  Unless otherwise  provided or required
     by law, if there is more than one  Grantor,  any notice  given by Lender to
     any Grantor is deemed to be notice given to all Grantors.

     Power of Attorney.  Grantor hereby appoints Lender as Grantor's irrevocable
     attorney-in-fact  for the purpose of executing any  documents  necessary to
     perfect,  amend,  or to  continue  the  security  interest  granted in this
     Agreement or to demand  termination  of filings of other  secured  parties.
     Lender may at any time,  and without  further  authorization  from Grantor,
     file  a  carbon,  photographic  or  other  reproduction  of  any  financing
     statement or of this  Agreement for use as a financing  statement.  Grantor
     will  reimburse  Lender  for  all  expenses  for  the  perfection  and  the
     continuation  of  the  perfection  of  Lender's  security  interest  in the
     Collateral.

     Severability.  If a court of competent  jurisdiction finds any provision of
     this  Agreement  to  be  illegal,  invalid,  or  unenforceable  as  to  any
     circumstance,  that finding shall not make the offending provision illegal,
     invalid,  or unenforceable as to any other circumstance.  If feasible,  the

                                       33
<PAGE>
     offending  provision shall be considered modified so that it becomes legal,
     valid and enforceable. If the offending provision cannot be so modified, it
     shall be considered deleted from this Agreement.  Unless otherwise required
     by law, the illegality, invalidity, or unenforceability of any provision of
     this Agreement shall not affect the legality, validity or enforceability of
     any other provision of this Agreement.

     Successors and Assigns. Subject to any limitations stated in this Agreement
     on transfer of Grantor's interest, this Agreement shall be binding upon and
     inure to the benefit of the  parties,  their  successors  and  assigns.  If
     ownership of the Collateral  becomes vested in a person other than Grantor,
     Lender,  without notice to Grantor, may deal with Grantor's successors with
     reference to this Agreement and the  indebtedness  by way of forbearance or
     extension  without releasing Grantor from the obligations of this Agreement
     or liability under the Indebtedness.

     Survival  of   Representations   and   Warranties.   All   representations,
     warranties,  and agreements made by Grantor in this Agreement shall survive
     the  execution  and  delivery of this  Agreement,  shall be  continuing  in
     nature,  and shall  remain  in full  force and  effect  until  such time as
     Grantor's Indebtedness shall be paid in full.

     Time is of the Essence.  Time is of the essence in the  performance of this
     Agreement.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and the plural  shall  include  the  singular,  as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:

     Agreement.  The word "Agreement" means this Commercial  Security Agreement,
     as this Commercial  Security Agreement may be amended or modified from time
     to  time,  together  with  all  exhibits  and  schedules  attached  to this
     Commercial Security Agreement from time to time.

     Borrower.  The word "Borrower" means  Transbotics  Corporation and includes
     all co-signers and co-makers signing the Note.

     Collateral.  The word "Collateral"  means all of Grantor's right, title and
     interest  in and to all  the  Collateral  as  described  in the  Collateral
     Description section of this Agreement.


                          COMMERCIAL SECURITY AGREEMENT
Loan No: 0000000026               (Continued)                             Page 5
================================================================================

     Default.  The word "Default"  means the default set forth in this Agreement
     in the section titled "Default".

     Environmental Laws. The words "Environmental Laws" means any and all state,
     federal and local  statutes,  regulations  and  ordinances  relating to the
     protection of human health or the environment, including without limitation
     the Comprehensive Environmental Response,  Compensation,  and Liability Act
     of 1980,  as amended,  42 U.S.C.  Section  9601,  et seq.  ("CERCLA"),  the
     Superfund  Amendments and  Reauthorization  Act of 1986, Pub. L. No. 99-499
     ("Sara"),  the Hazardous Materials  Transportation  Act, 49 U.S.C.  Section
     1801,  et seq.,  the  Resource  Conservation  and  Recovery  Act, 42 U.S.C.
     Section 6901, et seq., or other applicable state of federal laws, rules, or
     regulations adopted pursuant thereto .

     Event of Default.  The words  "Event of Default"  mean any of the events of
     default  set  forth  in  this  Agreement  in the  default  section  of this
     Agreement.

     Grantor. The word "Grantor" means Transbotics Corporation.

     Guaranty. The word "Guaranty" means the guaranty from guarantor,  endorser,
     surety, or accommodation  party to Lender,  including without  limitation a
     guaranty of all or part of the Note.

     Hazardous  Substances.  The words  "Hazardous  Substances"  means materials
     that,  because of their quantity,  concentration  or physical,  chemical or
     infectious characteristics, may cause or pose a present or potential hazard
     to human health or the environment when improperly used,  treated,  stored,
     disposed of, generated, manufactured, transported or otherwise handled. The
     words  "Hazardous  Substances"  are used in their very  broadest  sense and
     include  without  limitation  any and all  hazardous  or toxic  substances,
     materials  or waste as defined by or listed under the  Environmental  Laws.
     The  term  "Hazardous   Substances"  also  includes,   without  limitation,
     petroleum and petroleum by-products or any fraction thereof and asbestos.

     Indebtedness.  The word "Indebtedness" means the indebtedness  evidenced by
     the  Note or  Related  Documents,  including  all  principal  and  interest
     together  with all other  indebtedness  and costs  and  expenses  for which
     Grantor is  responsible  under this  Agreement  or under any of the Related
     Documents.

     Lender.  The word  "Lender"  means  Wachovia  Bank,  National  Association,
     successor by merger to SouthTrust Bank, its successors and assigns.

     Note. The word "Note" means the Note executed by Transbotics Corporation in
     the principal amount of $400,000.00 dated March 21, 2005, together with all
     renewals  of,   extensions   of,   modifications   of,   refinancings   of,
     consolidations of, and substitutions for the note or credit agreement.

     Property.  The word  "Property"  means all of  Grantor's  right,  title and
     interest  in  and to all  the  Property  as  described  in the  "Collateral
     Description" section of this Agreement.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements,  environmental agreements,  guaranties,
     security agreements,  mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

                                       34
<PAGE>
GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS  COMMERCIAL  SECURITY
AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED NOVEMBER 13, 2003.

GRANTOR:



TRANSBOTICS CORPORATION


By:      /s/ Claude Imbleau
         --------------------------------------------------------

         Claude Imbleau
         President, CEO & CFO of Transbotics Corporation


================================================================================
LASER PRO LENDING,  Ver.  5.22.30.002 Copr.  Harland Financial  Solutions,  Inc.
1997, 2003. All Rights Reserved. NC L:\CFIWIN\CFI\LPL\120.FC TR-66834 PR-2




















                                       35
<PAGE>
                         AGREEMENT TO PROVIDE INSURANCE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Principal      Loan Date       Maturity       Loan No       Call/Coll       Account       Officer       Initials
<S>               <C>             <C>           <C>            <C>           <C>            <C>           <C>
$400,000      03-21-2005                    0000000026        0001        1000501525        NCT
----------------------------------------------------------------------------------------------------------------

References  in the shaded  area are for  Lender's  use only and do not limit the applicability  of this document
to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

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

Grantor: Transbotics Corporation (TIN: 56-1460497)     Lender: Wachovia Bank, National association, successor by
         3400 Latrobe Drive                                    Merger to Southtrust Bank
         Charlotte, NC  28211                                  Commercial Loans - Charlotte
                                                               Charlotte, NC
================================================================================================================
</TABLE>

INSURANCE   REQUIREMENTS.    Grantor,   Transbotics   Corporation   ("Grantor"),
understands that insurance coverage is required in connection with the extending
of a loan or the  providing  of other  financial  accommodations  to  Grantor by
Lender. These requirements are set forth in the security documents for the loan.
The  following  minimum  insurance  coverages  must be provided on the following
described collateral (the "Collateral"):

     Collateral: All Inventory and Equipment.
                 Type: All risks, including fire, theft and liability.
                 Amount: Full Insurable Value.
                 Basis: Replacement value.
                 Endorsements: Lender loss payable clause with stipulation that
                     coverage will not be cancelled or diminished without a
                     minimum of 10 days prior written notice to Lender.
                 Latest Delivery Date: By the loan closing date.

     INSURANCE COMPANY.  Grantor may obtain insurance from any insurance company
     Grantor  may  choose  that is  reasonably  acceptable  to  Lender.  Grantor
     understands that credit may not be denied solely because  insurance was not
     purchased through Lender.

     INSURANCE  MAILING ADDRESS.  All documents and other materials  relating to
     insurance  for this loan  should be mailed,  delivered  or  directed to the
     following address:

     Wachovia Bank, National Association, successor by merger to Southtrust bank
     Loan Ops Insurance Department
     P.O. Box 830837
     Birmingham. AL 35283-0837

     FAILURE TO PROVIDE  INSURANCE.  Grantor agrees to deliver to Lender, on the
     latest  delivery  date stated  above,  proof of the  required  insurance as
     provided  above,  with an effective  date of November 13, 2003, or earlier.
     Grantor  acknowledges  and  agrees  that if Grantor  fails to  provide  any
     required insurance or fails to continue such insurance in force, Lender may
     do so at Grantor's expense as provided in the applicable security document.
     The cost of any such insurance,  at the option of Lender, shall be added to
     the indebtedness as provided in the security document. GRANTOR ACKNOWLEDGES
     THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE,  THE INSURANCE WILL PROVIDE
     LIMITED  PROTECTION  AGAINST  PHYSICAL DAMAGE TO THE  COLLATERAL,  UP TO AN
     AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING
     ANY UNEARNED FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL;  HOWEVER,
     GRANTOR'S  EQUITY IN THE  COLLATERAL MAY NOT BE INSURED.  IN ADDITION,  THE
     INSURANCE  MAY  NOT  PROVIDE  ANY  PUBLIC   LIABILITY  OR  PROPERTY  DAMAGE
     INDEMNIFICATION  AND  MAY  NOT  MEET  THE  REQUIREMENTS  OF  ANY  FINANCIAL
     RESPONSIBILITY LAWS.

     AUTHORIZATION.  For  purposes  of  insurance  coverage  on the  Collateral,
     Grantor authorizes Lender to provide to any person (including any insurance
     agent  or  company)  all  information  Lender  deems  appropriate,  whether
     regarding the Collateral,  the loan or other financial  accommodations,  or
     both.

     GRANTOR  ACKNOWLEDGES  HAVING READ ALL THE  PROVISIONS OF THIS AGREEMENT TO
     PROVIDE  INSURANCE AND AGREES TO ITS TERMS.  THIS  AGREEMENT IS DATED March
     21, 2005.


GRANTOR:



TRANSBOTICS CORPORATION


By:      /s/ Claude Imbleau
         --------------------------------------------------------

         Claude Imbleau
         President, CEO & CFO of Transbotics Corporation

--------------------------------------------------------------------------------
                               FOR LENDER USE ONLY
                             INSURANCE VERIFICATION
--------------------------------------------------------------------------------
                                       36
<PAGE>
DATE:  11/13/03                            PHONE: (704) 227-3101
       --------------------------------           ------------------------------


AGENT'S NAME:           T. Arnold Edwards
                        ---------------------------------------------

AGENCY:                 Edwards, Church & Muse, Inc.
                        ---------------------------------------------

INSURANCE COMPANY:      Chubb Insurance Group
                        ---------------------------------------------

POLICY NUMBER:          3531-60-36
                        ---------------------------------------------

EFFECTIVE DATES:        12/01/02 - 12/01/03
                        ---------------------------------------------

COMMENTS:
                  --------------------------------------------------------------


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


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


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




================================================================================
LASER PRO LENDING,  Ver.  5.22.30.002 Copr.  Harland Financial  Solutions,  Inc.
1997, 2003. All Rights Reserved. NC L:\CFIWIN\CFI\LPL\120.FC TR-66834 PR-2













                                       37
<PAGE>



                        NOTICE OF INSURANCE REQUIREMENTS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Principal      Loan Date       Maturity       Loan No       Call/Coll       Account       Officer       Initials
<S>               <C>             <C>           <C>            <C>           <C>            <C>            <C>
$400,000       03-21-2005     11-11-2004                       0001       1000501525        NCT
----------------------------------------------------------------------------------------------------------------

References  in the shaded  area are for  Lender's  use only and do not limit the applicability  of this document
to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

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

Grantor: Transbotics Corporation (TIN: 56-1460497)     Lender: Wachovia Bank, National association, successor by
         3400 Latrobe Drive                                    Merger to Southtrust Bank
         Charlotte, NC  28211                                  Commercial Loans - Charlotte
                                                               Charlotte, NC
================================================================================================================
</TABLE>

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


TO:  ATTN: Insurance Agent                               DATE:    March 23, 2003



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


RE: Policy Number(s)                                 Policy Number(s):

Insurance Companies/Company:

Dear Insurance Agent:

Grantor,  Transbotics  Corporation ("Grantor") is obtaining a loan from Wachovia
Bank, National Association,  successor by merger to SouthTrust Bank. Please send
appropriate  evidence of  insurance  to  Wachovia  Bank,  National  association,
successor  by  merger  to   Southtrust   Bank,   together   with  the  requested
endorsements, on the following property, which Grantor is giving as security for
the loan.

     Collateral: All Inventory and Equipment.
                 Type: All risks, including fire, theft and liability.
                 Amount: Full Insurable Value.
                 Basis: Replacement value.
                 Endorsements: Lender loss payable clause with  stipulation that
                    coverage will not be cancelled or diminished without a
                    minimum of 10 days prior written notice to Lender.
                 Latest Delivery Date: By the loan closing date.

GRANTOR:



TRANSBOTICS CORPORATION


By:      /s/ Claude Imbleau
         -----------------------------------------------

         Claude Imbleau
         President, CEO & CFO of Transbotics Corporation


















RETURN TO:
                                       38
<PAGE>

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

         Wachovia  Bank,  National   Association,   successor  by merger
         To SouthTrust Bank
         Loans Ops Insurance department
         P.O. Box 830837
         Birmingham, AL 35283-0837


LASER PRO LENDING,  Ver.  5.22.30.002 Copr.  Harland Financial  Solutions,  Inc.
1997, 2003. All Rights Reserved. NC L:\CFIWIN\CFI\LPL\120.FC TR-66834 PR-2



























                                       39
<PAGE>




























































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