Exhibit 10.3


    

       

      Business
        Revolving Credit Account Agreement

       

      ("Agreement")
        between the party listed below as Borrower (the"Borrower"), and SIGNATURE
        BANK
        (the "Bank").

       

      1.
        Subject to the terms and conditions of this Agreement and in consideration
        thereof, the Bank agrees to make loans C'Loan(s)") to the Borrower at any
        time
        and from time to time on or after the date hereof in an aggregate principal
        amount up to but not exceeding the credit limit set forth below (the "Credit
        Line"). The Borrower hereby agrees to repay the Loans together with interest
        thereon as hereinafter set forth.

       

      2.
        The
        Bank shall charge, and the Borrower agrees to pay, an annual, non-refundable
        commitment fee of one half of one (0.50%) percent of the amount of the Credit
        Line. Such fee shall be payable in full on the execution of this Agreement
        and
        on each anniversary thereof.

       

      3.
        The
        Borrower may borrow, repay and reborrow, all in accordance with, and under
        and
        pursuant to, the terms and conditions of this Agreement.

       

      (a)
        The
        Borrower may borrow under the Credit Line by writing special checks, provided
        by
        the Bank. Each borrowing shall constitute a representation and warranty by
        the
        Borrower that no Event of Default (as defined below), or any event which
        with
        the passage of time or the giving of notice, or both, would constitute an
        Event
        of Default, has occurred and is continuing. Each check paid by the Bank shall
        be
        deemed to be a Loan made hereunder and shall reduce the Borrower's availability
        under the Credit Line. Each such borrowing and each payment of principal
        and
        interest on the Loans shall be recorded by the Bank on its records and such
        records shall be conclusively presumed to represent the amounts outstanding
        hereunder absent manifest error. The Bank is not obligated to honor a request
        for a Loan on an account which is deemed delinquent or any request for a
        Loan
        which, if made would result in all outstanding Loans exceeding the Credit
        Limit
        A delinquent account is an account one day or more past due for principal,
        interest or any other amount that may be owed hereunder.

       

      (b)
        Principal of the Loans shall be payable in monthly installments equal to
        1/36 of
        the outstanding principal balance of the Loans as of the billing date prior
        to
        the due date of such installment, and in full as otherwise required by the
        Bank
        or pursuant or the terms of this Agreement. If the amount of any Loan exceeds
        the remaining unused portion of the Credit Line as specified in paragraph
        1, the
        Bank may, but is not obligated to, make such Loan. If the Bank should make
        any
        such Loan in excess of the Credit Line, such excess Loan shall not be deemed
        to
        constitute an increase in the Borrower's Credit Line and such excess Loan
        shall
        be due and payable UPON DEMAND.

       

      (c)
        The
        Loans shall bear interest on the unpaid principal amount thereof at a
        fluctuating rate per annum equal at all times to The Wall Street Journal
        Prime
        Rate plus a Spread set forth below. The Wall Street Journal Prime Rate (the
        "Prime Rate") means the variable per annum rate of interest published in
        Eastern
        Edition of The Wall Street Journal as the prime rate. If more than one prime
        rate is published in the Eastern edition of The Wall Street Journal on any
        day,
        then the highest rate published shall be the Prime Rate for that day. Interest
        and fees shall be due and payable monthly with each principal payment and
        upon
        payment In full of the unpaid principal amount of the Loans. Any amount hereof
        which is not paid within ten days of its due date shall be subject to a late
        charge of 5% of the amount of the overdue payment. Interest shall be calculated
        by applying a daily rate determined on the basis of a 360-day year to the
        unpaid
        principal for each day during the calendar year. Any change in the interest
        rate
        on the Loans resulting from a change in the Prime Rate shall become effective
        as
        of the opening of business on the day on which such change in the Prime Rate
        shall become effective.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d)
        If
        any payment of principal is due and payable on a Saturday, Sunday or legal
        holiday under the laws of the State of New York, the maturity thereof shall
        be
        extended to the next succeeding business day and interest thereon shall be
        payable at the then applicable rate during such extension.

       

      (e)
        The
        Borrower hereby authorizes and directs the Bank to charge any account of
        the
        Borrower maintained at any office of the Bank for the amount of the principal,
        interest or any fee due hereunder when the same becomes due and payable under
        the terms of this Agreement.

       

      (f)
        Anything in this Agreement to the contrary notwithstanding, the Bank shall
        not
        charge, take or receive, and the Borrower shall not be obligated to pay,
        interest in excess of the maximum rate from time to time permitted by applicable
        law. Should any interest be taken or received by the Bank that is in an amount
        that is excess of such maximum rate, than that excess amount shall
        be
        deemed to be an additional payment of principal by Borrower even if there
        is a
        delay by ihe Bank in crediting that payment towards principal.

       

      4.
        The
        Borrower may repay the Loans without premium or penalty in whole or in part
        at
        any time and from time to time.

       

      5.
        The
        proceeds of the Loans shall be used by the Borrower solely for business or
        commercial purposes of the Borrower and specifically not for (i) the purchase
        or
        financing the acquisition of equipment, motor vehicles or other property
        or the
        making of leasehold improvements or (ii) investing in or financing the purchase
        of "margin stock" as such term or terms of similar purport and effect shall
        be
        defined in Regulation U of the Board of Governors of the Federal Reserve
        System
        as now and from time to time hereafter in effect. The Borrower specifically
        represents and warrants to the Bank that it is not engaged principally,
        or as one of its important activities, in the business of extending credit
        for
        the purpose of purchasing or carrying margin stock and that no part of the
        proceeds of any Loan will be used for any purpose which violates, or which
        is
        inconsistent with, the provisions of Regulation T, U or X of said Board of
        Governors. If requested by the Bank, the Borrower will furnish to the Bank
        a
        statement in conformity with the requirements of Federal Reserve Form U-1
        referred to in said Regulation U and to the foregoing effect.

       

      6.
        On the
        date hereof and on each date that the Borrower requests a Loan, the Borrower
        represents and warrants to the Bank as follows;

       

      (a)
        If
        the Borrower is not an individual, the Borrower is duly organized, validly
        existing and in good standing under the laws of the State of its organization
        and is duly qualified and is in good standing in all other jurisdictions
        where
        the character or nature of its business requires such
        qualification.

       

      (b)
        The
        execution, delivery and performance by the Borrower of this Agreement is
        within
        the Borrower's power and has been duly authorized by all necessary
        action.

       

      (c)
        No
        authorization or approval or other action by, and no notice to or filing
        with,
        any governmental authority or
        regulatory body is required for the execution, delivery and performance by
        the
        Borrower of this Agreement.

       

      (d)
        This
        Agreement has been duly executed and delivered on behalf of the Borrower
        and
        constitutes the legal, valid and binding obligation of the
        Borrower,  enforceable against the Borrower in accordance with its
        terms.

       

      (e)
        The
        financial statements of the Borrower previously furnished to the Bank fairly
        present the financial condition of the Borrower as at the date of such financial
        statements and since such date there has been (i) no material increase in
        the
        liabilities of the Borrower and (ii) no material adverse change in the
        Borrower.

       

      (f)
        There
        is no pending or threatened action, proceeding or investigation affecting
        the
        Borrower before any court, governmental agency or arbitrator, which may either
        in one case or in the aggregate, result in a material adverse
        change in the Borrower.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (g)
        The
        Borrower has filed all federal, state and local tax returns required to be
        filed
        (subject to extensions granted) and has paid all taxes, assessments and
        governmental charges and levies thereon to be due includine interest and
        penalties.

       

      (h)
        The
        Borrower is in all material respects in compliance with all federal and state
        laws and regulations in all jurisdictions where the failure to comply with
        such
        laws or regulations could result in a material adverse change in the
        Borrower. 

       

      7.
        The
        Borrower hereby covenants that so long as any amount remains outstanding
        and
        unpaid hereunder the Borrower shall: 

       

      (a)
        Upon
        request of the Bank, provide the Bank with its most recently prepared federal
        tax return and financial statements prepared by a certified public
        accountant.

       

      (b)
        Upon
        request of the Bank, provide the Bank with its such other information as
        the
        Bank may from time to time reasonably request.

       

      (c)
        Promptly give notice in writing to the Bank of the occurrence of any Event
        of
        Default under this Agreement or the occurrence of any event which with the
        passage of time, or the giving of notice or both will be an Event of
        Default. 

       

      (d)
        Permit any representatives of the Bank to visit and inspect any of its
        properties and examine and make abstracts from any of its books and records
        at
        any reasonable time and as often as may reasonably be desired.

       

      (e)
        Not
        merge or consolidate with any other person, or liquidate or dissolve itself
        (or
        suffer any liquidation or
        dissolution) or convey, sell or lease assets other than in the ordinary course
        of business, or make any material change
        in
        the present method of conducting business.

       

      8.
        The
        occurrence of any of the following shall be an "Event of Default"

       

      (a)
        Failure by the Borrower to pay the principal of, or any installment on, the
        Loans when due, or failure to pay any interest on the Loans or any fee hereunder
        within ten days after any such interest or fee becomes due;
        or 

       

      (b)
        Any
        representation or warranty made by the Borrower in this Agreement or in any
        certificate, financial or other statement furnished to the Bank at any time
        under or in connection with this Agreement shall prove to have been untrue
        or
        misleading in any material respect; or

       

      (c)
        Default by the Borrower in the observance or performance of any covenant
        or
        agreement contained in this Agreement, and the continuance of the same for
        15
        days; or

       

      (d)
        The
        Borrower, or any guarantor of the Loans, shall (i) default in the payment
        of
        principal or interest on any obligation for borrowed money (other than the
        Loans), or any obligation for the deferred purchase price of property, beyond
        the period of grace, if any, provided with respect thereto, (ii) default
        in the
        performance or observance of any other term, condition or agreement contained
        in
        any such obligation described in clause (i) or in any agreement relating
        thereto
        if the effect thereof is to cause, or permit the holder or holders of such
        obligation (or a trustee on behalf of such holder or holders) to cause, such
        obligation to become due prior to its stated maturity, or (iii) default in
        any
        other agreement with the Bank; or

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (e)
        The
        Borrower, or any guarantor of the Loans, (i) shall file a petition or otherwise
        take any action under any existing or future law of any jurisdiction, federal
        or
        state, domestic or foreign, relating to bankruptcy, insolvency, reorganization
        or relief of debtors, (A) seeking to have any order for relief entered with
        respect to it or seeking to adjudicate it a bankrupt or insolvent, or seeking
        reorganization, arrangement, adjustment liquidation, dissolution, composition
        or
        other relief with respect to it or its debts, or (B) seeking appointment
        of a
        receiver, trustee, custodian or other similar official for it or for all
        or any
        substantial part of its property or (ii) the Borrower or any such guarantor
        shall make a general assignment for the benefit of its creditors; or (iii)
        there
        shall be commenced against the Borrower or any such guarantor any case,
        proceeding or other action of a nature referred to in clause (i) above or
        seeking issuance of a warrant of attachment, execution, distraint or similar
        process against all or any substantial part of its property, which case,
        proceeding or other action (1) results m the entry of an order for reliefer
        (2)
        remains undismissed, undischarged or unbonded for a period of 60 days; or
        (iv)
        me Borrower or any such guarantor shall generally not, or shall be unable
        to,
        pay its debts as they become due or shall admit in writing its inability
        to pay
        its debts; or

       

      (f)
        Default by any guarantor upon his, her or its guarantee of the Loans pursuant
        to
        the terms thereof or any such guarantee shall cease to be in full force and
        effect or shall be declared to be null and void, or the validity or
        enforceabihty thereof shall be contested by any such guarantor or any other
        party shall deny that it has any further liability to the Bank with respect
        thereto; or

       

      (g)
        Final
        judgment for the payment of money in excess of $ 15,000 shall be rendered
        against the Borrower or any guarantor of the Loans, and the same shall remain
        undischarged for a period of 30 days during which execution of such judgment
        shall not be effectively stayed;

       

      (h)
        The
        Bank shall determine that there has been an adverse change in the financial
        condition of the Borrower; or

       

      (i)
        The
        Borrower (i) borrows any money from another lender, (ii) pledges its assets
        to
        another lender (iii) guarantees any obligation to another lender; or (iv)
        has a
        lien placed against the assets of the Borrower by a creditor other than the
        Bank.

       

      If
        an
        Event of Default described in clause (e) above occurs, then the Bank's
        obligation to make Loans shall immediately terminate, and the Loans, together
        with accrued interest thereon shall be immediately due and payable, all without
        notice or demand from the Bank and if auy other Event of Default occurs,
        the
        Bank may declare, by notice to the Borrower, the Bank's obligation to make
        Loans
        immediately terminated and/or the principal amount of the Loans, together
        with
        accrued interest thereon, to be immediately due and payable without presentment,
        demand, protest or other notice of any kind, all of which are hereby expressly
        waived by the Borrower, anything contained herein to the contrary
        notwithstanding. At the Bank's option, the Bank may require the Borrower
        to pay
        all amounts owed pursuant to the schedule stated in paragraph 3(b) hereof
        or any
        other schedule the Bank deems appropriate.

       

      9.
        All
        notices, requests and demands shall be deemed to have been given when sent
        to
        the last known address of the respective parties hereto

       

      10.
        No
        failure to exercise and no delay in exercising, on the part of the Bank,
        any
        right, power or privilege hereunder shall operate as a waiver thereof; nor
        shall
        any single or partial exercise of any right, power or privilege hereunder
        preclude any other or further exercise thereof or the exercise of any other
        right, power or privilege. The rights and remedies herein provided are
        cumulative and not exclusive of any rights or remedies provided by law. No
        modification, or waiver or any provision of this Agreement, nor consent to
        any
        departure by the Borrower from the provisions hereof or thereof, shall be
        effective unless the same shall be in writing from the Bank and then such
        waiver
        or consent shall be effective only in the specific instance and for the purpose
        for which it is given. No notice to the Borrower shall entitle the Borrower
        to
        any other or further notice in other or similar circumstances unless expressly
        provided for herein. No course of dealing between the Borrower and the Bank
        shall operate as a waiver of any of the rights of the Bank under this Agreement.
        The Borrower agrees to pay on demand reasonable attorneys' fees and any other
        costs and expenses incurred by the Bank in connection with the enforcement
        of
        this Agreement.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      11.
        In
        addition to any rights or remedies of the Bank provided by law, upon the
        occurrence of any Event of Default, the Bank is hereby authorized without
        notice
        to the Borrower to offset and appropriate and apply all deposits (general
        and
        special) and other indebtedness at any time held or owing by the Bank or
        for the
        credit or the account of the Borrower against and on account of all obligations,
        liabilities and claims maybe contingent or unmatured.

       

      12.
        For
        the purposes of paragraphs 6 through 17 of this Agreement, the term "Borrower"
        shall mean and include the Borrower and any subsidiaries of the Borrower.
        If the
        Borrower has no subsidiaries and/or if there are no guarantors, then the
        provisions of this Agreement relating to subsidiaries and/or guarantors shall
        be
        deemed surplusage without affecting the applicability of the provisions of
        this
        Agreement to the Borrower alone.

       

      13.
        All
        agreements, representations and warranties made herein and in any certificates
        delivered pursuant hereto shall survive the execution and delivery of this
        Agreement, and the making and renewal of the Loans, and shall continue in
        'full
        force and effect until the indebtedness of the Borrower under the Loans has
        been
        paid in full.

       

      14.
        This
        Agreement shall be binding upon and inure to the benefit of the Borrower
        and the
        Bank and their respective successors and assigns, except that the Borrower
        may
        not transfer or assign any of its rights or interest hereunder without the
        prior
        written consent of the Bank

       

      15.
        This
        Agreement and the rights and obligations of the parties hereunder and there
        under shall be governed bys and construed and interpreted in
        accordance with, the laws of the State of New York, excluding those laws
        applicable to conflicts or choice of law. If any of the provisions of this
        Agreement shall be or become illegal or unenforceable under any law, the
        other
        provisions shall remain in full force and effect.

       

      16.
        Upon
        ten (10) days written notice from the Bank to the Borrower, the Bank may
        amend
        the terms of this agreement and such amendment shall be deemed effective
        against
        the Borrower if the Borrower borrows any amounts under this Agreement on
        or
        after the tenth (10th) day after such written notice is
        given

       

      17.
        The Borrower and the Bank waive all rights to trial by jury in any
        action or proceeding involving, directly or indirectly any matter (whether
        sounding in tort, contract or otherwise) in any way, arising out of, relating
        to, or connected with this Agreement or the transactions contemplated
        hereby.

       

       

      BORROWER

       

       

      
        	 	 	 
	 	Bedminster
                National Corp.
	 
 	 
 	 
 
	Credit
                Line: $50,000.00	By:  	/s/ Paul
                Patrizio
	 	
                
Name:
                Paul Patrizio
	 	Title:
                Charman & CEO


      

       

      
 

      
        	 	
                Address:
                  90 Washington Valley Road

                Bedminister.
                  NJ
07921