LOAN
      AGREEMENT


    


    Dated
      as
      of November 10, 2008

    


    between

    


    ISECURETRAC
      CORP. 

    as
      Borrower

    


    and

    


    CRESTPARK
      LP, INC.

    as
      Lender

     

    relating
      to

    


    $750,000
      Revolving Credit Commitment

    $1,750,000
      Equipment Term Commitment

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Table
      of Contents

    


    
      	 
               	 
               	 	
              Page

            
	 	 	 	 
	
              ARTICLE
                I

            	
              Definitions

            	 	
              1

            
	 	 	 	 
	
              Section
                1.1

            	
              Definitions

            	 	
              1

            
	
              Section
                1.2

            	
              Accounting
                Matters

            	 	
              8

            
	
              Section
                1.3

            	
              Other
                Definitional Provisions

            	 	
              8

            
	 	 	 	 
	
              ARTICLE
                II

            	
              Loans
                and Advances

            	 	
              9

            
	 	 	 	 
	
              Section
                2.1

            	
              The
                Loans.

            	 	
              9

            
	
              Section
                2.2

            	
              General
                Provisions Regarding Interest; Etc.

            	 	
              12

            
	
              Section
                2.3

            	
              Use
                of Proceeds

            	 	
              13

            
	
              Section
                2.4

            	
              Evidence
                of Debt

            	 	
              13

            
	 	 	 	 
	
              ARTICLE
                III

            	
              Payments
                and Fees

            	 	
              14

            
	 	 	 	 
	
              Section
                3.1

            	
              Method
                of Payment

            	 	
              14

            
	
              Section
                3.2

            	
              Voluntary
                and Mandatory Prepayments.

            	 	
              14

            
	
              Section
                3.3

            	
              Taxes.

            	 	
              14

            
	
              Section
                3.4

            	
              Unused
                Fees

            	 	
              15

            
	 	 	 	 
	
              ARTICLE
                IV

            	
              Security

            	 	
              15

            
	 	 	 	 
	
              Section
                4.1

            	
              Collateral

            	 	
              15

            
	
              Section
                4.2

            	
              Setoff

            	 	
              16

            
	 	 	 	 
	
              ARTICLE
                V

            	
              Conditions
                Precedent

            	 	
              16

            
	 	 	 	 
	
              Section
                5.1

            	
              Initial
                Extension of Credit

            	 	
              16

            
	
              Section
                5.2

            	
              All
                Extensions of Credit

            	 	
              17

            
	
              Section
                5.3

            	
              Material
                Variances

            	 	
              18

            
	 	 	 	 
	
              ARTICLE
                VI

            	
              Representations
                and Warranties

            	 	
              18

            
	 	 	 	 
	
              Section
                6.1

            	
              Organizational
                Existence

            	 	
              18

            
	
              Section
                6.2

            	
              Financial
                Statements; Etc

            	 	
              18

            
	
              Section
                6.3

            	
              Action;
                No Breach

            	 	
              19

            
	
              Section
                6.4

            	
              Operation
                of Business

            	 	
              19

            
	
              Section
                6.5

            	
              Litigation
                and Judgments

            	 	
              19

            
	
              Section
                6.6

            	
              Rights
                in Property; Liens

            	 	
              19

            
	
              Section
                6.7

            	
              Enforceability

            	 	
              19

            
	
              Section
                6.8

            	
              Approvals

            	 	
              19

            
	
              Section
                6.9

            	
              Debt

            	 	
              19

            
	
              Section
                6.10

            	
              Taxes

            	 	
              20

            
	
              Section
                6.11

            	
              Use
                of Proceeds; Margin Securities

            	 	
              20

            


    

     

    
      
         

      

      
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    Table
      of Contents

    


    
      	 
              	 
              	 	
              Page

            
	 	 	 	 
	
              Section
                6.12

            	
              ERISA

            	 	
              20

            
	
              Section
                6.13

            	
              Disclosure

            	 	
              20

            
	
              Section
                6.14

            	
              Subsidiaries,
                Ventures, Etc

            	 	
              20

            
	
              Section
                6.15

            	
              Agreements

            	 	
              20

            
	
              Section
                6.16

            	
              Compliance
                with Laws

            	 	
              21

            
	
              Section
                6.17

            	
              Investment
                Company Act

            	 	
              21

            
	
              Section
                6.18

            	
              Intellectual
                Property

            	 	
              21

            
	
              Section
                6.19

            	
              Permanent
                Equipment Financing

            	 	
              21

            
	 	 	 	 
	
              ARTICLE
                VII

            	
              Affirmative
                Covenants

            	 	
              21

            
	 	 	 	 
	
              Section
                7.1

            	
              Reporting
                Requirements

            	 	
              21

            
	
              Section
                7.2

            	
              Maintenance
                of Existence; Conduct of Business

            	 	
              23

            
	
              Section
                7.3

            	
              Maintenance
                of Property

            	 	
              23

            
	
              Section
                7.4

            	
              Taxes
                and Claims

            	 	
              23

            
	
              Section
                7.5

            	
              Insurance

            	 	
              23

            
	
              Section
                7.6

            	
              Inspection
                Rights

            	 	
              24

            
	
              Section
                7.7

            	
              Keeping
                Books and Records

            	 	
              24

            
	
              Section
                7.8

            	
              Compliance
                with Laws

            	 	
              24

            
	
              Section
                7.9

            	
              Compliance
                with Agreements

            	 	
              24

            
	
              Section
                7.10

            	
              Further
                Assurances

            	 	
              24

            
	
              Section
                7.11

            	
              ERISA

            	 	
              24

            
	
              Section
                7.12

            	
              Permanent
                Equipment Financing

            	 	
              24

            
	 	 	 	 
	
              ARTICLE
                VIII

            	
              Negative
                Covenants

            	 	
              24

            
	 	 	 	 
	
              Section
                8.1

            	
              Debt

            	 	
              25

            
	
              Section
                8.2

            	
              Limitation
                on Liens

            	 	
              25

            
	
              Section
                8.3

            	
              Mergers,
                Etc

            	 	
              25

            
	
              Section
                8.4

            	
              Restricted
                Payments

            	 	
              26

            
	
              Section
                8.5

            	
              Loans
                and Investments

            	 	
              26

            
	
              Section
                8.6

            	
              Limitation
                on Issuance of Equity

            	 	
              26

            
	
              Section
                8.7

            	
              Transactions
                With Affiliates

            	 	
              26

            
	
              Section
                8.8

            	
              Disposition
                of Assets

            	 	
              26

            
	
              Section
                8.9

            	
              Sale
                and Leaseback

            	 	
              27

            
	
              Section
                8.10

            	
              Prepayment
                of Debt

            	 	
              27

            
	
              Section
                8.11

            	
              Environmental
                Protection

            	 	
              27

            
	
              Section
                8.12

            	
              Accounting

            	 	
              27

            
	
              Section
                8.13

            	
              Additional
                Subsidiaries

            	 	
              27

            
	
              Section
                8.14

            	
              Change
                in Management

            	 	
              27

            
	 	 	 	 
	
              ARTICLE
                IX

            	
              Default

            	 	
              27

            
	 	 	 	 
	
              Section
                9.1

            	
              Events
                of Default

            	 	
              27

            


    

     

    
      
         

      

      
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    Table
      of Contents

    


    
      	 
              	 
              	 	
              Page

            
	 	 	 	 
	
              Section
                9.2

            	
              Remedies
                Upon Default

            	 	
              29

            
	
              Section
                9.3

            	
              Performance
                by the Lender

            	 	
              30

            
	 	 	 	 
	
              ARTICLE
                X

            	
              Miscellaneous

            	 	
              30

            
	 	 	 	 
	
              Section
                10.1

            	
              Expenses

            	 	
              30

            
	
              Section
                10.2

            	
              INDEMNIFICATION

            	 	
              31

            
	
              Section
                10.3

            	
              Limitation
                of Liability

            	 	
              31

            
	
              Section
                10.4

            	
              No
                Duty

            	 	
              31

            
	
              Section
                10.5

            	
              Lender
                Not Fiduciary

            	 	
              31

            
	
              Section
                10.6

            	
              Equitable
                Relief

            	 	
              32

            
	
              Section
                10.7

            	
              No
                Waiver; Cumulative Remedies

            	 	
              32

            
	
              Section
                10.8

            	
              Successors
                and Assigns

            	 	
              32

            
	
              Section
                10.9

            	
              Survival

            	 	
              32

            
	
              Section
                10.10

            	
              ENTIRE
                AGREEMENT; AMENDMENT

            	 	
              32

            
	
              Section
                10.11

            	
              Notices

            	 	
              32

            
	
              Section
                10.12

            	
              Governing
                Law; Venue; Service of Process

            	 	
              33

            
	
              Section
                10.13

            	
              Counterparts

            	 	
              33

            
	
              Section
                10.14

            	
              Severability

            	 	
              33

            
	
              Section
                10.15

            	
              Headings

            	 	
              33

            
	
              Section
                10.16

            	
              Participations;
                Etc

            	 	
              33

            
	
              Section
                10.17

            	
              Construction

            	 	
              34

            
	
              Section
                10.18

            	
              Independence
                of Covenants

            	 	
              34

            
	
              Section
                10.19

            	
              WAIVER
                OF JURY TRIAL

            	 	
              34

            
	
              Section
                10.20

            	
              Maximum
                Interest Rate

            	 	
              34

            
	
              Section
                10.21

            	
              Confidentiality

            	 	
              35

            
	
              Section
                10.22

            	
              USA
                PATRIOT ACT NOTIFICATION

            	 	
              35

            


    

     

    
      
         

      

      
        -iii-

        
          

        

      

      
         

      

    

     

    LOAN
      AGREEMENT

     

    THIS
      LOAN
      AGREEMENT (this "Agreement"),
      dated
      as of November 10, 2008, is between ISECURETRAC CORP., a Delaware
      corporation (the "Borrower"),
      and
      CRESTPARK LP, INC. (the "Lender").

     

    RECITALS:

     

    The
      Borrower has requested that the Lender extend credit to the Borrower as
      described in this Agreement. The Lender is willing to make such credit available
      to the Borrower upon and subject to the provisions, terms and conditions
      hereinafter set forth.

     

    NOW
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained, the parties hereto agree as follows:

     

    ARTICLE
      I

     

    Definitions

     

    Section
      1.1 Definitions.
      As used
      in this Agreement, all exhibits, appendices and schedules hereto and in any
      note, certificate, report or other Loan Document made or delivered pursuant
      to
      this Agreement, the following terms will have the meanings given such terms
      in
      this Section 1.1
      or in
      the provision, section or recital referred to below:

     

    "36
      Month Note"
      has the
      meaning for such term set forth in Section 2.1(b)(v)
      of this
      Agreement.

     

    "Advance"
      means
      an advance by the Lender to the Borrower pursuant to Article II.

     

    "Affiliate"
      means,
      as to any Person, any other Person (a) that directly or indirectly, through
      one or more intermediaries, controls or is controlled by, or is under common
      control with, such Person; (b) that directly or indirectly beneficially
      owns or holds twenty percent (20%) or more of any class of voting stock of
      such
      Person; or (c) twenty percent (20%) or more of the voting stock of which is
      directly or indirectly beneficially owned or held by the Person in question.
      The
      term "control" means the possession, directly or indirectly, of the power to
      direct or cause direction of the management and policies of a Person, whether
      through the ownership of voting securities, by contract, or otherwise;
provided,
      however,
      for
      purposes of this Agreement, in no event shall the Lender be deemed an Affiliate
      of the Borrower or any of its Subsidiaries or Affiliates.

     

    "Agreement"
      has the
      meaning set forth in the introductory paragraph hereto, as the same may, from
      time to time, be amended, modified, restated, renewed, waived, supplemented,
      or
      otherwise changed, and includes all schedules, exhibits and appendices attached
      or otherwise identified therewith.

     

    "Applicable
      Rate"
      means
      twelve percent (12%).

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    "Borrower"
      means
      the Person identified as such in the introductory paragraph hereof, and its
      successors and assigns.

     

    "Business
      Day"
      means a
      weekday, Monday through Friday, except a legal holiday or a day on which banking
      institutions in Dallas, Texas are authorized or required by law to be closed.
      Unless otherwise provided, the term "days" when used herein shall mean calendar
      days.

     

    "Certain
      Ancillary Equipment"
      means
      equipment required under the Borrower's contracts with its customers, other
      than
      System 5000 units of equipment and later generations of such units, if
      any.

     

    "Code"
      means
      the Internal Revenue Code of 1986, as amended, and the regulations promulgated
      and rulings issued thereunder.

     

    "Collateral"
      has the
      meaning for such term set forth in Section 4.1
      of this
      Agreement.

     

    "Constituent
      Documents"
      means
      (a) in the case of a corporation, its articles or certificate of
      incorporation and bylaws; (b) in the case of a general partnership, its
      partnership agreement; (c) in the case of a limited partnership, its
      certificate of limited partnership and partnership agreement; (d) in the
      case of a trust, its trust agreement; (e) in the case of a joint venture,
      its joint venture agreement; (f) in the case of a limited liability
      company, its articles of organization and operating agreement or regulations;
      and (g) in the case of any other entity, its organizational and governance
      documents and agreements.

     

    "Debt"
      means
      as to any Person at any time (without duplication): (a) all obligations of
      such Person for borrowed money, (b) all obligations of such Person
      evidenced by bonds, notes, debentures, or other similar instruments,
      (c) all obligations of such Person to pay the deferred purchase price of
      Property or services, except trade accounts payable of such Person arising
      in
      the ordinary course of business, (d) all capitalized lease obligations of
      such Person, (e) all Debt or other obligations of others guaranteed by such
      Person, (f) all obligations secured by a Lien existing on Property owned by
      such Person, (g) any other obligation for borrowed money or other financial
      accommodations which in accordance with GAAP would be shown as a liability
      on
      the balance sheet of such Person, (h) any repurchase obligation or
      liability of a Person with respect to accounts, chattel paper or notes
      receivable sold by such Person, (i) any liability under a sale and
      leaseback transaction that is not a capitalized lease obligation, (j) any
      obligation under any so-called "synthetic leases", (k) all reimbursement
      obligations of such Person (whether contingent or otherwise) in respect of
      letters of credit, bankers' acceptances, surety or other bonds and similar
      instruments, (l) any obligations under any swap or hedge agreement, and
      (m) all liabilities of such Person in respect of unfunded vested benefits
      under any Plan. 

     

    "Default"
      means
      an Event of Default or the occurrence of an event or condition which with notice
      or lapse of time or both would become an Event of Default.

     

    "Default
      Rate"
      means
      the lesser of (a) the Maximum Lawful Rate or (b) the Applicable Rate
plus
      four
      percent (4%).

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    "Dispute"
      means
      any action, dispute, claim or controversy of any kind, whether in contract
      or
      tort, statutory or common law, legal or equitable, now existing or hereafter
      arising under or in connection with, or in any way pertaining to, this Agreement
      and each other document, contract and instrument required hereby or now or
      hereafter delivered to Lender in connection herewith, or any past, present
      or
      future extensions of credit and other activities, transactions or obligations
      of
      any kind related directly or indirectly to any of the foregoing documents,
      including without limitation, any of the foregoing arising in connection with
      the exercise of any self-help, ancillary or other remedies pursuant to any
      of
      the foregoing documents. 

     

    "Dollars"
      and
      "$"
      mean
      lawful money of the United States of America.

     

    "Environmental
      Laws"
      means
      any and all federal, state, and local laws, regulations, judicial decisions,
      orders, decrees, plans, rules, permits, licenses, and other governmental
      restrictions and requirements pertaining to health, safety, or the environment,
      including, without limitation, the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., the
      Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq.,
      the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., the Clean
      Air Act, 42 U.S.C. § 7401 et seq., the Clean Water Act, 33 U.S.C.
§ 1251 et seq., and the Toxic Substances Control Act, 15 U.S.C. § 2601
      et seq., as the same may be amended or supplemented from time to
      time.

     

    "Environmental
      Liabilities"
      means,
      as to any Person, all liabilities, obligations, responsibilities, Remedial
      Actions, losses, damages, punitive damages, consequential damages, treble
      damages, costs, and expenses, (including, without limitation, all reasonable
      fees, disbursements and expenses of counsel, expert and consulting fees and
      costs of investigation and feasibility studies), fines, penalties, sanctions,
      and interest incurred as a result of any claim or demand, by any Person, whether
      based in contract, tort, implied or express warranty, strict liability, criminal
      or civil statute, including any Environmental Law, permit, order or agreement
      with any Governmental Authority or other Person, arising from environmental,
      health or safety conditions or the Release or threatened Release of a Hazardous
      Material into the environment, resulting from the past, present, or future
      operations of such Person or its Affiliates.

     

    "Equipment
      Advance"
      means
      any Advance made by Lender to the Borrower pursuant to Section 2.1(b)
      of this
      Agreement.

     

    "Equipment
      Advance Request Form"
      means a
      certificate, substantially in the form of Exhibit D
      attached
      hereto, properly completed and signed by the Borrower requesting an Equipment
      Advance, providing notice of a borrowing of an Equipment Advance.

     

    "Equipment
      Term Commitment"
      means
      the obligation of the Lender to make Equipment Advances pursuant to Section 2.1(b)
      in an
      aggregate principal amount of up to One Million Seven Hundred Fifty Thousand
      and
      No/100 Dollars ($1,750,000), subject, however to termination pursuant to
Section 9.2.

     

    "Equipment
      Term Loan"
      means
      any Equipment Advance made by the Lender to the Borrower pursuant to
Section 2.1(b)
      of this
      Agreement, and shall include any Equipment Advances converted into 36 Month
      Notes pursuant to the terms of Section
      2.1(b)(v).

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    "Equipment
      Term Loan Maturity Date"
      means
      July 1, 2010, or such earlier date on which the Equipment Term Loan becomes
      due and payable as provided in this Agreement. To the extent that any Equipment
      Advances are converted into 36 Month Notes pursuant to the terms of Section
      2.1(b)(v),
      the
      Equipment Term Loan Maturity Date shall be deemed to be the same as the maturity
      date of the 36 Month Note with the latest maturity date.

     

    "Equipment
      Term Note"
      means
      the promissory note of the Borrower payable to the order of the Lender, in
      substantially the form of Exhibit C
      hereto,
      and all amendments, extensions, renewals, replacements, increases and
      modifications thereof. As applicable, the term "Equipment Term Note" shall
      also
      include each 36 Month Note entered into pursuant to the terms of this
      Agreement.

     

    "ERISA"
      means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time, and the regulations and published interpretations thereunder.

     

    "ERISA
      Affiliate"
      means
      any corporation or trade or business which is a member of the same controlled
      group of corporations (within the meaning of Section 414(b) of the Code) as
      the Borrower or is under common control (within the meaning of
      Section 414(c) of the Code) with the Borrower.

     

    "Event
      of Default"
      has the
      meaning specified in Section 9.1.

     

    "GAAP"
      means
      generally accepted accounting principles, applied on a consistent basis, as
      set
      forth in Opinions of the Accounting Principles Board of the American Institute
      of Certified Public Accountants and/or in statements of the Financial Accounting
      Standards Board and/or their respective successors and which are applicable
      in
      the circumstances as of the date in question. Accounting principles are applied
      on a "consistent basis" when the accounting principles applied in a current
      period are comparable in all material respects to those accounting principles
      applied in a preceding period.

     

    "Governmental
      Authority"
      means
      any nation or government, any state or political subdivision thereof and any
      entity exercising executive, legislative, judicial, regulatory, or
      administrative functions of or pertaining to government.

     

    "Guarantee"
      by any
      Person means any obligation, contingent or otherwise, of such Person directly
      or
      indirectly guaranteeing any Debt or other obligation of any other Person as
      well
      as any obligation or liability, direct or indirect, contingent or otherwise,
      of
      such Person (a) to purchase or pay (or advance or supply funds for the
      purchase or payment of) such Debt or other obligation or liability (whether
      arising by virtue of partnership arrangements, by agreement to keep-well, to
      purchase assets, goods, securities or services, to operate Property, to
      take-or-pay, or to maintain net worth or working capital or other financial
      statement conditions or otherwise) or (b) entered into for the purpose of
      indemnifying or assuring in any other manner the obligee of such Debt or other
      obligation or liability of the payment thereof or to protect the obligee against
      loss in respect thereof (in whole or in part), provided that the term Guarantee
      shall not include endorsements for collection or deposit in the ordinary course
      of business. The term "Guarantee" used as a verb has a corresponding
      meaning.

     

    "Hazardous
      Material"
      means
      any substance, product, waste, pollutant, material, chemical, contaminant,
      constituent, or other material which is or becomes listed, regulated, or
      addressed under any Environmental Law, including, without limitation, asbestos,
      petroleum, and polychlorinated biphenyls.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    "Interest
      Payment Date"
      means
      the last Business Day of each fiscal quarter, the Equipment Term Loan Maturity
      Date and the Revolving Maturity Date.

     

    "Lien"
      means
      any lien, mortgage, security interest, tax lien, pledge, charge, hypothecation,
      assignment, preference, priority, or other encumbrance of any kind or nature
      whatsoever (including, without limitation, any conditional sale or title
      retention agreement), whether arising by contract, operation of law, or
      otherwise.

     

    "Loan"
      means
      an extension of credit by the Lender to the Borrower pursuant to Article II.

     

    "Loan
      Documents"
      means
      this Agreement, the Security Documents, any guaranty, and all promissory notes,
      assignments, letters of credit, and other instruments, documents, supplements,
      and agreements executed and delivered pursuant to or in connection with this
      Agreement, as such instruments, documents, supplements and agreements may be
      amended, modified, renewed, restated, extended, supplemented, replaced,
      consolidated, substituted, or otherwise changed from time to time.

     

    "Loan
      Parties"
      means
      the Borrower and its Subsidiaries and their successors and assigns.

     

    "Material
      Adverse Effect"
      means,
      at any time, (a) a material adverse effect or change on the business,
      assets, properties, liabilities, results of operations, condition (financial
      or
      otherwise), prospects or solvency of the Borrower and its Subsidiaries, taken
      as
      a whole, (b) a material adverse effect or change on the ability of any
      Obligated Party to perform its material obligations under any of the Loan
      Documents or (c) an adverse effect or change on the legality, binding
      effect or enforceability of any material provision of any Loan Document or
      affecting in any material respect the rights and remedies of the Lender
      thereunder. The existence of a Material Variance shall constitute a Material
      Adverse Effect.

     

    "Material
      Variance"
      means a
      variation of more than five percent (5%), calculated on a monthly basis, with
      respect to the financial forecasts set forth on Exhibit F.

     

    "Maximum
      Lawful Rate"
      means,
      at any time, the maximum non-usurious rate of interest which may be charged,
      contracted for, taken, received or reserved by the Lender in accordance with
      applicable Texas law (or applicable United States federal law to the extent
      that
      such law permits Lender to charge, contract for, receive or reserve a greater
      amount of interest than under Texas law). The Maximum Lawful Rate shall be
      calculated in a manner that takes into account any and all fees, payments,
      and
      other charges in respect of the Loan Documents that constitute interest under
      applicable law. Each change in any interest rate provided for herein based
      upon
      the Maximum Lawful Rate resulting from a change in the Maximum Lawful Rate
      shall
      take effect without notice to the Borrower at the time of such change in the
      Maximum Lawful Rate. For purposes of determining the Maximum Lawful Rate under
      Texas Law, the applicable rate ceiling shall be the applicable weekly ceiling
      described in, and computed in accordance with, Chapter 303 of the Texas Finance
      Code, as the same may be amended.

     

    
      
         

      

      
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    "Multiemployer
      Plan"
      means a
      multiemployer plan defined as such in Section 3(37) of ERISA to which
      contributions have been made by the Borrower or any ERISA Affiliate and which
      is
      covered by Title IV of ERISA.

     

    "Notes"
      means,
      collectively, all promissory notes, including but not limited to the Revolving
      Credit Note and the Equipment Term Note executed at any time by the Borrower
      and
      payable to the order of the Lender, as amended, renewed, replaced, extended,
      supplemented, consolidated, restated, modified, otherwise changed and/or
      increased from time to time ("Note"
      means
      any of such Notes).

     

    "Obligated
      Party"
      means
      the Borrower and any other Person who is or becomes party to any agreement
      that
      guarantees or secures payment and performance of the Obligations, or any part
      thereof, grants any Collateral or executes any Loan Document.

     

    "Obligations"
      means
      all obligations, indebtedness, and liabilities of the Borrower and any other
      Obligated Party to the Lender or Affiliates of the Lender, or both, now existing
      or hereafter arising, whether direct, indirect, related, unrelated, fixed,
      contingent, liquidated, unliquidated, joint, several, or joint and several,
      including, without limitation, the obligations, indebtedness, and liabilities
      under this Agreement, any swap or other hedge agreements maintained with the
      Lender, the other Loan Documents, any cash management or treasury services
      agreements and all interest accruing thereon (whether a claim for post-filing
      or
      post-petition interest is allowed in any insolvency, reorganization or similar
      proceeding) and all reasonable attorneys' fees and other expenses incurred
      in
      the enforcement or collection thereof.

     

    "Other
      Taxes"
      has the
      meaning for such term set forth in Section 3.3(b)
      of this
      Agreement.

     

    "PBGC"
      means
      the Pension Benefit Guaranty Corporation or any entity succeeding to all or
      any
      of its functions under ERISA.

     

    "Permanent
      Equipment Financing"
      means
      financing obtained for the purchase of equipment, which may be in the form
      of a
      loan, sale-leaseback arrangement, lease, or other form of equipment
      financing.

     

    "Person"
      means
      any individual, corporation, limited liability company, business trust,
      association, company, partnership, joint venture, Governmental Authority, or
      other entity, and shall include such Person's heirs, administrators, personal
      representatives, executors, successors and assigns.

     

    "Permitted
      Liens"
      shall
      have the meaning set forth in Section
      8.2.

     

    "Plan"
      means
      any employee benefit or other plan established or maintained by the Borrower
      or
      any ERISA Affiliate and which is covered by Title IV of ERISA.

     

    "Principal
      Office"
      means
      the principal office of the Lender, presently located at c/o Sammons
      Corporation, 5949 Sherry Lane, Suite 1900, Dallas, Texas 75225.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    "Prohibited
      Transaction"
      means
      any transaction set forth in Section 406 of ERISA or Section 4975 of
      the Code.

     

    "Property"
      of a
      Person means any and all property, whether real, personal, tangible, intangible
      or mixed, of such Person, or any other assets owned, operated or leased by
      such
      Person.

     

    "Release"
      means,
      as to any Person, any release, spill, emission, leaking, pumping, injection,
      deposit, disposal, disbursement, leaching, or migration of Hazardous Materials
      into the indoor or outdoor environment or into or out of Property owned by
      such
      Person, including, without limitation, the movement of Hazardous Materials
      through or in the air, soil, surface water, ground water, or
      Property.

     

    "Remedial
      Action"
      means
      all actions required to (a) clean up, remove, treat, or otherwise address
      Hazardous Materials in the indoor or outdoor environment, (b) prevent the
      Release or threat of Release or minimize the further Release of Hazardous
      Materials so that they do not migrate or endanger or threaten to endanger public
      health or welfare or the indoor or outdoor environment, or (c) perform
      pre-remedial studies and investigations and post-remedial monitoring and
      care.

     

    "Reportable
      Event"
      means
      any of the events set forth in Section 4043 of ERISA.

     

    "Revolving
      Credit Advance Request Form"
      means a
      certificate, substantially in the form of Exhibit D
      attached
      hereto, properly completed and signed by the Borrower requesting a Revolving
      Credit Advance, providing notice of a borrowing of a Revolving Credit
      Advance.

     

    "Revolving
      Credit Advance"
      means
      any Advance made by the Lender to the Borrower pursuant to Section 2.1(a)
      of this
      Agreement.

     

    "Revolving
      Credit Commitment"
      means
      the obligation of the Lender to make Revolving Credit Advances pursuant to
      Section 2.1(a)
      in an
      aggregate principal amount at any time outstanding up to but not exceeding
      Seven
      Hundred Fifty Thousand and No/100 Dollars ($750,000), subject, however, to
      termination pursuant to Section 9.2.

     

    "Revolving
      Credit Note"
      means
      the promissory note of the Borrower payable to the order of the Lender, in
      substantially the form of Exhibit A
      hereto,
      and all amendments, extensions, renewals, replacements, increases and
      modifications thereof.

     

    "Revolving
      Maturity Date"
      means
      July 1, 2010, or such earlier date on which the Revolving Credit Commitment
      terminates and such amounts thereunder become due and payable as provided in
      this Agreement.

     

    "Security
      Agreement"
      means
      the Security Agreement executed in favor of the Lender, in substantially the
      form of Exhibit B
      hereto,
      as the same may be amended, restated, supplemented, modified, or changed from
      time to time.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    "Security
      Documents"
      means
      each and every Security Agreement, guaranty, pledge, mortgage, deed of trust,
      deposit account control agreement, intellectual property security agreement,
      or
      other collateral security agreement required by or delivered to the Lender
      from
      time to time to secure the Obligations or any portion thereof, including all
      such other documents, agreements, supplements, and instruments executed in
      connection herewith, all as may be amended, modified, renewed, restated,
      extended, supplemented, replaced, consolidated, substituted, or otherwise
      changed from time to time.

     

    "Series
      C Preferred Stock"
      means
      the Borrower's Series C 8% Cumulative, Compounding Exchangeable Preferred Stock,
      par value $.01 per share.

     

    "Subsidiary"
      means
      (a) any corporation of which at least a majority of the outstanding shares
      of stock having by the terms thereof ordinary voting power to elect a majority
      of the board of directors of such corporation (irrespective of whether or not
      at
      the time stock of any other class or classes of such corporation shall have
      or
      might have voting power by reason of the happening of any contingency) is at
      the
      time directly or indirectly owned or controlled by the Borrower or one or more
      of the Subsidiaries or by the Borrower and one or more of the Subsidiaries;
      and
      (b) any other entity (i) of which at least a majority of the
      ownership, equity or voting interest is at the time directly or indirectly
      owned
      or controlled by the Borrower and the Subsidiaries and (ii) which is
      treated as a subsidiary in accordance with GAAP.

     

    "Taxes"
      means
      all taxes, levies, assessments, fees, withholdings or other charges at any
      time
      imposed by any laws or Governmental Authority.

     

    "UCC"
      means
      the Uniform Commercial Code as in effect in the State of Texas.

     

    "Uncommitted
      Units"
      means
      System 5000 units that the Borrower holds in inventory that have not been
      allocated or committed to a particular customer pursuant to a written commitment
      with such customer.

     

    Section
      1.2 Accounting
      Matters.
      Any
      accounting term used in this Agreement or the other Loan Documents shall have,
      unless otherwise specifically provided therein, the meaning customarily given
      such term in accordance with GAAP, and all financial computations thereunder
      shall be computed, unless otherwise specifically provided therein, in accordance
      with GAAP consistently applied; provided, that all financial covenants and
      calculations in the Loan Documents shall be made in accordance with GAAP as
      in
      effect on the date of this Agreement unless the Borrower and the Lender shall
      otherwise specifically agree in writing. That certain items or computations
      are
      explicitly modified by the phrase "in accordance with GAAP" shall in no way
      be
      construed to limit the foregoing.

     

    Section
      1.3 Other
      Definitional Provisions.
      All
      definitions contained in this Agreement are equally applicable to the singular
      and plural forms of the terms defined. The words "hereof", "herein", and
      "hereunder" and words of similar import referring to this Agreement refer to
      this Agreement as a whole and not to any particular provision of this Agreement.
      Unless otherwise specified, all Article and Section references pertain to this
      Agreement. Terms used herein that are defined in the UCC, unless otherwise
      defined herein, shall have the meanings specified in the UCC.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    ARTICLE
      II

     

    Loans
      and
      Advances 

     

    Section
      2.1 The
      Loans. 

     

    (a) Revolving
      Credit Advances.
      Subject
      to the terms and conditions of this Agreement, the Lender agrees to make one
      or
      more Revolving Credit Advances to the Borrower from time to time from the date
      of this Agreement to, but not including, the Revolving Maturity Date, in an
      aggregate principal amount at any time outstanding up to, but not exceeding,
      the
      amount of the Revolving Credit Commitment. Subject to the foregoing limitations,
      and the other terms and provisions of this Agreement, the Borrower may borrow,
      repay, and reborrow hereunder.

     

    (i) The
      Revolving Credit Note.
      The
      obligation of the Borrower to repay the Revolving Credit Advances and interest
      thereon shall be evidenced by the Revolving Credit Note executed by the
      Borrower, payable to the order of the Lender, in the maximum principal amount
      of
      the Revolving Credit Commitment as originally in effect and dated the date
      hereof.

     

    (ii) Repayment
      of Revolving Credit Advances.
      The
      Borrower shall repay the unpaid principal amount of all Revolving Credit
      Advances on the Revolving Maturity Date, unless sooner due by reason of
      acceleration by the Lender as provided in this Agreement.

     

    (iii) Interest
      on Revolving Credit Advances.
      Interest on each Revolving Credit Advance at the Applicable Rate shall be due
      and payable in arrears on each Interest Payment Date, beginning on
      December 31, 2008, and at such other times as may be specified herein.
      Interest hereunder shall be due and payable in accordance with the terms hereof
      before and after judgment, and before and after the commencement of any
      proceeding under any bankruptcy law.

     

    (iv) Revolving
      Credit Borrowing Procedure.

     

    (A) Each
      borrowing shall be made upon the Borrower's irrevocable notice to the Lender,
      which may be given by telephone. Each such notice must be received by the Lender
      not later than 2:00 p.m. three Business Days prior to the requested date of
      any borrowing. Each such telephonic notice must be confirmed promptly by
      delivery to the Lender of a written Revolving Credit Advance Request Form,
      appropriately completed and signed by the Borrower. Each Revolving Credit
      Advance Request Form (whether telephonic or written) shall specify (1) the
      requested date of the borrowing (which shall be a Business Day) and (2) the
      principal amount of the Revolving Credit Advance to be borrowed. No more than
      one Revolving Credit Advance may be requested during any calendar week, and
      no
      Revolving Credit Advance may be requested during any calendar week in which
      a
      prepayment of any Revolving Credit Advance is made.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    (B) Revolving
      Credit Advances shall be in a minimum amount of $50,000 (or such lesser amount
      that exhausts any remaining availability under the Revolving Credit
      Commitment).

     

    (C) The
      Lender shall have no liability to the Borrower for any loss or damage suffered
      by the Borrower as a result of the Lender's honoring of any requests, execution
      of any instructions, authorizations or agreements or reliance on any reports
      communicated to it telephonically, by facsimile or electronically and purporting
      to have been sent to the Lender by the Borrower and the Lender shall have no
      duty to verify the origin of any such communication or the identity or authority
      of the Person sending it.

     

    (D) Upon
      satisfaction of all applicable conditions, the Lender shall make the proceeds
      of
      each Revolving Credit Advance available to the Borrower in accordance with
      instructions provided to (and reasonably acceptable to) the Lender by the
      Borrower.

     

    (v) Reduction
      or Termination of Revolving Credit Commitment.
      The
      Borrower shall have the right to terminate in whole or reduce in part the unused
      portion of the Revolving Credit Commitment upon at least three (3) Business
      Days
      prior notice (which notice shall be irrevocable) to the Lender specifying the
      effective date thereof, whether a termination or reduction is being made, and
      the amount of any partial reduction, provided that each partial reduction shall
      be in the amount of $50,000 or an integral multiple thereof and the Borrower
      shall simultaneously prepay the amount by which the unpaid principal amount
      of
      the Revolving Credit Advances exceeds the Revolving Credit Commitment (after
      giving effect to such notice) plus
      accrued
      and unpaid interest on the principal amount so prepaid. The Revolving Credit
      Commitment may not be reinstated after it has been terminated or
      reduced.

     

    (b) Equipment
      Term Loan.
      Subject
      to the terms and conditions of this Agreement, the Lender agrees to make one
      or
      more Equipment Advances to the Borrower from time to time from the date of
      this
      Agreement to, but not including, the Equipment Term Loan Maturity Date, in
      the
      aggregate principal amount at any time outstanding up to, but not exceeding,
      the
      amount of the Equipment Term Commitment. Amounts borrowed and repaid may not
      be
      reborrowed.

     

    (i) The
      Equipment Term Note.
      The
      obligation of the Borrower to repay the Equipment Term Loan and interest thereon
      shall be evidenced by the Equipment Term Note executed by the Borrower, payable
      to the order of the Lender, in the maximum principal amount of Equipment Term
      Commitment as originally in effect and dated the date hereof. 

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    (ii) Repayment
      of Principal.
      Unless
      an Equipment Advance has been converted pursuant to subsection (v) hereof,
      the
      Borrower shall repay the unpaid principal amount of each Equipment Advance
      made
      under the Equipment Term Loan on the Equipment Term Loan Maturity Date, unless
      sooner due by reason of acceleration by the Lender or pursuant to any mandatory
      prepayment as provided in this Agreement. Notwithstanding anything to the
      contrary contained within the foregoing, the Lender, at its sole discretion
      may
      agree that any Equipment Advance shall not be repaid according to the terms
      of
      this subsection (ii), but shall instead be subject to conversion pursuant to
      subsection (v) hereof.

     

    (iii) Interest
      on Equipment Advances.
      Interest on each Equipment Advance that has not otherwise been paid under
      subsection (ii) hereof or converted under subsection (v) hereof shall
      be due and payable at the Applicable Rate in arrears on each Interest Payment
      Date, beginning on December 31, 2008, and at such other times as may be
      specified herein. Interest hereunder shall be due and payable in accordance
      with
      the terms hereof before and after judgment, and before and after the
      commencement of any proceeding under any bankruptcy law.

     

    (iv) Equipment
      Term Loan Borrowing Procedure.

     

    (A) Each
      borrowing shall be made upon the Borrower's irrevocable notice to the Lender,
      which may be given by telephone. Each such notice must be received by the Lender
      not later than 2:00 p.m. three Business Days prior to the requested date of
      any borrowing. Each such telephonic notice must be confirmed promptly by
      delivery to the Lender of a written Equipment Advance Request Form,
      appropriately completed and signed by the Borrower. Each Equipment Advance
      Request Form (whether telephonic or written) shall specify (1) the
      requested date of the borrowing (which shall be a Business Day) and (2) the
      principal amount of the Equipment Advance to be borrowed. No more than one
      Equipment Advance may be requested during any calendar week. 

     

    (B) Equipment
      Advances shall be in a minimum amount of $50,000 (or such lesser amount that
      exhausts any remaining availability under the Equipment Term
      Commitment).

     

    (C) The
      Lender shall have no liability to the Borrower for any loss or damage suffered
      by the Borrower as a result of the Lender's honoring of any requests, execution
      of any instructions, authorizations or agreements or reliance on any reports
      communicated to it telephonically, by facsimile or electronically and purporting
      to have been sent to the Lender by the Borrower and the Lender shall have no
      duty to verify the origin of any such communication or the identity or authority
      of the Person sending it.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    (D) Upon
      satisfaction of all applicable conditions, the Lender shall make the proceeds
      of
      each Equipment Advance available to the Borrower in accordance with instructions
      provided to (and reasonably acceptable to) the Lender by the
      Borrower.

     

    (v) Conversion
      of Equipment Advances.
      At the
      Lender's sole discretion, all or any portion of one or more Equipment Advances
      that have been outstanding for more than 30 days without being repaid in full
      may, rather than being repaid according to subsection (ii) hereof, be converted
      into one or more separate term notes extending for a period of 36 months
      following the date of such conversion. Such separate term notes (each, a
      "36
      Month Note")
      shall
      be evidenced by a new promissory note in the form of Exhibit
      G
      attached
      hereto. Interest shall accrue on each 36 Month Note at the Applicable Rate,
      and
      shall be subject to the terms of this Agreement. Payments of principal and
      accrued interest shall be paid monthly, on the last Business Day of each month,
      as set forth in each 36 Month Note. Upon the conversion of any Equipment Advance
      to a 36 Month Note, all accrued but unpaid interest with respect to such
      Equipment Advance shall be due and payable as of the conversion date.


     

    Section
      2.2 General
      Provisions Regarding Interest; Etc. 

     

    (a) Applicable
      Rates for Loans.
      Subject
      to the provisions of subsection (b) below, each Loan shall bear interest on
      the outstanding principal amount thereof from the applicable borrowing date
      at a
      rate per annum equal to the lesser of (A) the Maximum Lawful Rate and
      (B) the Applicable Rate.

     

    (b) Default
      Rate.
      If any
      amount payable by the Borrower under any Loan Document is not paid when due
      (without regard to any applicable grace periods), whether at stated maturity,
      by
      acceleration or otherwise, such amount shall thereafter, upon the giving of
      prior written notice by Lender to Borrower, bear interest at a fluctuating
      interest rate per annum at all times equal to the Default Rate to the fullest
      extent permitted by applicable laws. Furthermore, while any default or event
      of
      default exists, the Borrower shall pay interest on the principal amount of
      all
      outstanding Obligations hereunder at a fluctuating interest rate per annum
      at
      all times equal to the Default Rate to the fullest extent permitted by
      applicable laws. Accrued and unpaid interest on past due amounts (including
      interest on past due interest) shall be due and payable upon
      demand.

     

    (c) Maximum
      Rate Limitations.
      If at
      any time the rate of interest applicable to any portion of the Loans would
      exceed the Maximum Lawful Rate but for the provisions thereof limiting interest
      to the Maximum Lawful Rate, then any subsequent reduction shall not reduce
      the
      rate of interest on the Loans below the Maximum Lawful Rate until the aggregate
      amount of interest accrued on the Loans equals the aggregate amount of interest
      which would have accrued on the Loans if the interest rate had not been limited
      by the Maximum Lawful Rate.

     

    (d) Computations
      of Rate.
      All
      computations of fees and interest shall be made on the basis of a year of 365
      or
      366 days, as the case may be, and actual days elapsed. Interest shall accrue
      on
      each Loan from the day on which the Loan is made, or any portion thereof, until
      the day on which the Loan or such portion is paid. 

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    (e) Capital
      Adequacy.
      If
      after the date hereof, the Lender shall have determined that any central bank
      or
      other Governmental Authority properly authorized to do so has adopted or
      implemented (and has taken all necessary action to legally adopt or implement)
      any applicable law, rule, or regulation regarding capital adequacy, or any
      change therein, or any change in the interpretation or administration thereof,
      compliance with which by the Lender would have the effect of reducing the rate
      of return on the Lender's capital as a consequence of its obligations hereunder
      or the transactions contemplated hereby to a level below that which the Lender
      could have achieved but for such adoption, implementation, change, or compliance
      (taking into consideration the Lender's policies with respect to capital
      adequacy) by an amount deemed by the Lender to be material, then from time
      to
      time, within ten (10) Business Days after demand by the Lender, the Borrower
      shall pay to the Lender (or its parent) such additional amount or amounts as
      will compensate the Lender for such reduction. The Lender will give the Borrower
      notice of any event occurring after the date of this Agreement which will
      entitle the Lender to compensation pursuant to this Section promptly after
      it
      obtains knowledge thereof and determines to request such compensation, and
      no
      claim by the Lender for compensation under this Section shall in any case be
      made until such time as the Lender determines that it is legally required to
      comply with such law, rule, regulations or change thereto giving rise to such
      claim. A certificate of the Lender claiming compensation under this Section
      and
      setting forth the additional amount or amounts to be paid to it hereunder shall
      be conclusive, provided that the determination thereof is made on a reasonable
      basis. In determining such amount or amounts, the Lender may use any reasonable
      averaging and attribution methods.

     

    Section
      2.3 Use
      of
      Proceeds.
      The
      proceeds of the Revolving Credit Advances shall be used by the Borrower for
      working capital purposes in the ordinary course of business; provided,
      however,
      that no
      Revolving Credit Advance shall be used for equipment purchases or capital
      expenditures, except for the purchase of Certain Ancillary Equipment required
      under contracts currently in existence as of the date of this Agreement or
      entered into subsequent to the date of this Agreement. The proceeds of the
      Equipment Term Loan shall be used to purchase System 5000 units of equipment
      and
      later generations of such units, if any, but shall be used only to the extent
      that the Borrower is not able to secure reasonable Permanent Equipment Financing
      with another lender on customary terms and conditions.

     

    Section
      2.4 Evidence
      of Debt.
      The
      Loans made by the Lender shall be evidenced by one or more accounts or records
      maintained by the Lender in the ordinary course of business. The accounts or
      records maintained by the Lender shall be presumed to be correct absent manifest
      error of the amount of the Loans made by the Lender to the Borrower and the
      interest and payments thereon. Any failure to so record or any error in doing
      so
      shall not, however, limit or otherwise affect the obligation of the Borrower
      hereunder to pay any amount owing with respect to the Obligations. 

     

    
      
         

      

      
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    ARTICLE
      III

     

    Payments
      and Fees

     

    Section
      3.1 Method
      of Payment.
      All
      payments of principal, interest, and other amounts to be made by the Borrower
      under this Agreement and the other Loan Documents shall be made to the Lender
      at
      the Principal Office in Dollars and immediately available funds, without setoff,
      deduction, or counterclaim, and free and clear of all taxes at the time and
      in
      the manner provided in the Notes.

     

    Section
      3.2 Voluntary
      and Mandatory Prepayments. 

     

    (a) The
      Borrower may, upon notice to the Lender, at any time or from time to time
      voluntarily prepay any Loan in whole or in part without premium or penalty;
      provided that, and notwithstanding anything to the contrary contained in this
      Agreement, such notice must be received by the Lender not later than
      2:00 p.m. on the date of prepayment. Such notice shall specify the date and
      amount of such prepayment. Each voluntary prepayment shall be in a minimum
      amount of $50,000 or such lesser amount as may then be outstanding and required
      to fully repay such Loan or such lesser amount as may be payable in accordance
      with the provisions of Section 3.2(b).
      If such
      notice is given by the Borrower, the Borrower shall make such prepayment and
      the
      payment amount specified in such notice shall be due and payable on the date
      specified therein. No more than one voluntary prepayment under the Equipment
      Term Loan shall be made within any calendar week. No more than one voluntary
      prepayment with respect to the Revolving Credit Advances shall be made within
      any calendar week, and no voluntary prepayment with respect to any Revolving
      Credit Advances shall be made during any calendar week in which a Revolving
      Credit Advance is requested.

     

    (b) The
      Borrower shall make a mandatory prepayment of all outstanding Equipment Advances
      in an amount equal to all Permanent Equipment Financing obtained by the Borrower
      after the date hereof and relating to equipment financed with the Equipment
      Advances.

     

    Section
      3.3 Taxes. 

     

    (a) Any
      and
      all payments by the Borrower hereunder or under the Notes shall be made, in
      accordance with Section 3.1,
      free
      and clear of and without deduction for any and all present or future Taxes,
      excluding, in the case of Lender, taxes imposed on its income, and franchise
      and
      other taxes imposed on Lender, by the jurisdiction under the laws of which
      Lender is organized or is or should be qualified to do business or any political
      subdivision thereof and Taxes imposed on its income by the jurisdiction of
      Lender's lending office or any political subdivision thereof. If Borrower shall
      be required by Law to deduct any Taxes (i.e., Taxes for which Borrower is
      responsible under the preceding sentence) from or in respect of any sum payable
      hereunder or under the Note to Lender, (i) the sum payable shall be
      increased as may be necessary so that after making all required deductions
      (including deductions applicable to additional sums payable under this
Section 3.3)
      Lender
      receives an amount equal to the sum it would have received had no such
      deductions been made, (ii) Borrower shall make such deductions and
      (iii) Borrower shall pay the full amount deducted to the relevant taxation
      authority or other authority in accordance with applicable law.

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    (b) In
      addition, the Borrower agrees to pay any present or future stamp or documentary
      taxes or any other excise or property taxes, charges or similar levies which
      arise from any payment made hereunder or under the Loan Documents from the
      execution, delivery, or registration of, or otherwise with respect to, this
      Agreement or the other Loan Documents (hereinafter referred to as "Other
      Taxes").

     

    (c) Borrower
      will indemnify Lender for the full amount of Taxes or Other Taxes (including,
      without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
      amounts payable under this Section 3.3)
      for
      which Borrower is liable pursuant to this Section 3.3
      paid by
      Lender (as the case may be) or any liability (including penalties and interest)
      arising therefrom or with respect thereto. Upon written notice from Lender
      of a
      statement setting forth the amounts to be owed hereunder, this indemnification
      shall be made 30 days from the date Lender makes written demand therefor. This
      indemnity shall survive the termination of this Agreement.

     

    (d) Within
      30
      days after the date of any payment of Taxes, Borrower will furnish to Lender,
      upon Lender's request, the original or a certified copy of a receipt evidencing
      payment thereof.

     

    (e) Without
      prejudice to the survival of any other agreement of Borrower hereunder, the
      agreements and obligations of Borrower contained in this Section 3.3
      shall
      survive the payment in full of the Obligations.

     

    Section
      3.4 Unused
      Fees.
      Accrued
      unused fees shall be due and payable in arrears on the last day of each fiscal
      quarter, beginning on December 31, 2008 through the date on which both the
      Revolving Credit Commitment and the Equipment Term Commitment have terminated.
      The unused fee applicable to the Revolving Credit Commitment shall be equal
      to
      0.25% per annum (computed on the basis of a 365-day year or, as applicable,
      366-day year, actual days elapsed) on the average daily unused amount of the
      Revolving Credit Commitment, and the unused fee applicable to the Equipment
      Term
      Commitment shall be equal to 0.25% per annum (computed on the basis of a 365-day
      year or, as applicable, 366-day year, actual days elapsed) on the average daily
      unused amount of the Equipment Term Commitment.

     

    ARTICLE
      IV

     

    Security

     

    Section
      4.1 Collateral.
      To
      secure full and complete payment and performance of the Obligations under the
      Equipment Term Loan, the Borrower shall execute and deliver or cause to be
      executed and delivered all of the Security Documents required by the Lender
      covering Collateral described in such Security Documents consisting of the
      equipment being financed by the applicable Equipment Advance (which, together
      with any other collateral described in each Security Agreement, and any other
      Property which may now or hereafter secure the Obligations, under the Equipment
      Term Loan or any part thereof, is sometimes herein called the "Collateral").
      The
      Borrower shall execute, or cause to be executed and authorizes the execution
      and/or filing thereof by the Lender, such further documents and instruments,
      including without limitation, Uniform Commercial Code financing statements,
      as
      the Lender deems reasonably necessary or desirable to create, evidence,
      preserve, and perfect its Liens and security interests in the Collateral. The
      Revolving Credit Advances shall be unsecured.

     

    
      
         

      

      
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    Section
      4.2 Setoff.
      If an
      Event of Default shall have occurred and be continuing, the Lender shall have
      the right to set off and apply against the Obligations in such manner as the
      Lender may determine, at any time and without notice to the Borrower, any and
      all deposits (general or special, time or demand, provisional or final) or
      other
      sums at any time credited by or owing from the Lender to the Borrower whether
      or
      not the Obligations are then due. As further security for the Obligations,
      the
      Borrower hereby grants to the Lender a security interest in all money,
      instruments, and other property of the Borrower now or hereafter held by the
      Lender, including, without limitation, property held in safekeeping. In addition
      to the Lender's right of setoff and as further security for the Obligations,
      the
      Borrower hereby grants to the Lender a security interest in all deposits
      (general or special, time or demand, provisional or final) and other accounts
      of
      the Borrower now or hereafter on deposit with or held by the Lender and all
      other sums at any time credited by or owing from the Lender to the Borrower.
      The
      rights and remedies of the Lender hereunder are in addition to other rights
      and
      remedies (including, without limitation, other rights of setoff) which the
      Lender may have.

     

    ARTICLE
      V

     

    Conditions
      Precedent

     

    Section
      5.1 Initial
      Extension of Credit.
      The
      obligation of the Lender to make the initial Advance under any Note is subject
      to the condition precedent that the Lender shall have received on or before
      the
      day of such Advance all of the following, each dated (unless otherwise
      indicated) as of the date hereof, in form and substance satisfactory to the
      Lender:

     

    (a) Resolutions.
      Resolutions of the Board of Directors (or other governing body) of each Loan
      Party certified by the Secretary or an Assistant Secretary (or other custodian
      of records) of such Loan Party, which authorize the execution, delivery, and
      performance by such Loan Party, of this Agreement and the other Loan Documents
      to which such Loan Party is or is to be a party;

     

    (b) Incumbency
      Certificate.
      A
      certificate of incumbency certified by an authorized officer or representative
      certifying the names of the individuals or other Persons authorized to sign
      this
      Agreement and each of the other Loan Documents to which each Loan Party is
      or is
      to be a party (including the certificates contemplated herein) on behalf of
      such
      Person together with specimen signatures of such Persons;

     

    (c) Constituent
      Documents.
      The
      Constituent Documents for each Loan Party as of a date acceptable to the
      Lender;

     

    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

     

    (d) Governmental
      Certificates.
      Certificates of the appropriate government officials of the state of
      incorporation or organization of each Loan Party as to the existence and good
      standing of such Loan Party, each dated within forty-five (45) days prior to
      the
      date of the initial Advance;

     

    (e) Notes.
      The
      applicable Note or Notes executed by the Borrower;

     

    (f) Security
      Documents.
      The
      Security Documents executed by the Borrower and other Obligated
      Parties;

     

    (g) Insurance
      Matters.
      Copies
      of insurance certificates describing all insurance policies required by
Section 7.5,
      together with loss payee, additional insured, and lender endorsements in favor
      of the Lender with respect to all insurance policies covering the Collateral
      and
      the Loan Parties; 

     

    (h) UCC
      Searches.
      The
      results of a Uniform Commercial Code searches showing all financing statements
      and other documents or instruments on file against each Loan Party in the office
      of the Secretary of State of such Loan Party's state of organization, such
      searches to be as of a date no more than thirty (30) days prior to the date
      of the initial Advance;

     

    (i) Attorneys'
      Fees and Expenses.
      Evidence that the costs and expenses (including reasonable attorneys' fees)
      referred to in Section 10.1,
      to the
      extent incurred and invoiced prior to closing, shall have been paid in full
      by
      the Borrower; and

     

    (j) Additional
      Documentation.
      The
      Lender shall have received such additional approvals, opinions, or documents
      as
      the Lender or its legal counsel may reasonably request. 

     

    Section
      5.2 All
      Extensions of Credit.
      The
      obligation of the Lender to make any Advance (including the initial Advance)
      is
      subject to the following additional conditions precedent:

     

    (a) Request
      for Advance.
      The
      Lender shall have received, in accordance with this Agreement, an Advance
      Request Form pursuant to the Lender's requirements dated the date of such
      Advance and executed by an authorized officer of the Borrower;

     

    (b) No
      Default, Material Adverse Effect.
      No
      Default or Material Adverse Effect shall have occurred and be continuing, or
      would result from or after giving effect to such Advance;

     

    (c) No
      Material Variance.
      The
      Borrower's Chief Executive Officer and Chief Financial Officer shall have each
      certified that neither a Material Adverse Effect nor a Material Variance shall
      have occurred and be continuing, and, in the case of an Equipment Advance,
      that
      its number of Uncommitted Units does not exceed 200; and 

     

    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    

     

    (d) Representations
      and Warranties.
      All of
      the representations and warranties contained in Article VI
      hereof
      and in the other Loan Documents shall be true and correct in all material
      respects on and as of the date of such Advance with the same force and effect
      as
      if such representations and warranties had been made on and as of such date,
      except to the extent such representations and warranties speak to a specific
      date.

     

    Section
      5.3 Material
      Variances.
      To the
      extent that the certifications required by Section
      5.2(c)
      can not
      be made, the Borrower shall also provide a written explanation describing the
      Material Adverse Effect or Material Variance, or the number of Uncommitted
      Units
      it holds, and the corrective actions being taken with respect thereto. Lender
      shall have the sole and absolute right to determine whether it will fund any
      Advance while such corrective actions are pending.

     

    ARTICLE
      VI

     

    Representations
      and Warranties

     

    To
      induce
      the Lender to enter into this Agreement, the Borrower represents and warrants
      to
      the Lender that:

     

    Section
      6.1 Organizational
      Existence.
      Each
      Loan Party (a) is a corporation duly organized, validly existing, and in
      good standing under the laws of the jurisdiction of its organization;
      (b) has all requisite corporate power and authority to own its assets and
      carry on its business as now being or as proposed to be conducted; and
      (c) is qualified to do business in all jurisdictions in which the nature of
      its business makes such qualification necessary and where failure to so qualify
      would have a Material Adverse Effect. Each Loan Party has the corporate power
      and authority to execute, deliver, and perform its obligations under this
      Agreement and the other Loan Documents to which it is or may become a
      party.

     

    Section
      6.2 Financial
      Statements; Etc.
      The
      Borrower has delivered to the Lender Borrower-prepared consolidated balance
      sheets and related statements of income of Borrower as at and for the fiscal
      year ended December 31, 2007, and as at and for the six-month period ended
      June 30, 2008. Such financial statements are true and correct and fairly
      present the financial condition of the Borrower as of the respective dates
      indicated therein and the results of operations for the respective periods
      indicated therein. Neither the Borrower nor any of its Subsidiaries have any
      material contingent liabilities, liabilities for taxes, unusual forward or
      long-term commitments, or unrealized or anticipated losses from any unfavorable
      commitments except as referred to or reflected in such financial statements
      or
      arising in the ordinary course of business. There has been no Material Adverse
      Effect on the Borrower or any of its Subsidiaries since the effective date
      of
      the most recent financial statements referred to in this Section. All
      projections delivered by the Borrower to the Lender have been prepared in good
      faith, with care and diligence and use assumptions that are reasonable under
      the
      circumstances at the time such projections were prepared and delivered to the
      Lender, it being recognized by Lender, however, that projections as to future
      events are not to be viewed as facts and that the actual results during the
      period or periods covered by such projections may differ from the projected
      results included in such projections and such differences may be
      material.

     

    
      
         

      

      
        -18-

        
          

        

      

      
         

      

    

     

    Section
      6.3 Action;
      No Breach.
      The
      execution, delivery, and performance by the Borrower of this Agreement and
      the
      other Loan Documents to which the Borrower is or may become a party and
      compliance with the terms and provisions hereof and thereof have been duly
      authorized by all requisite corporate action on the part of the Borrower and
      do
      not and will not (a) violate or conflict with, or result in a breach of, or
      require any further consent under (i) Constituent Documents of the Borrower
      or any of its Subsidiaries, (ii) any applicable law, rule, or regulation or
      any order, writ, injunction, or decree of any Governmental Authority or
      arbitrator where the failure to comply is reasonably likely to result in a
      Material Adverse Effect, or (iii) any material agreement or instrument to
      which the Borrower or any of its Subsidiaries is a party or by which any of
      them
      or any of their Property is bound or subject, or (b) result in the creation
      or imposition of any Lien upon any of the revenues or assets of the Borrower
      or
      any Subsidiary, other than Permitted Liens.

     

    Section
      6.4 Operation
      of Business.
      The
      Borrower and each of its Subsidiaries possess all licenses, permits, franchises,
      patents, copyrights, trademarks, and trade names, or rights thereto, necessary
      to conduct their respective businesses substantially as now conducted and as
      presently proposed to be conducted, except where the failure to so possess
      would
      not have a Material Adverse Effect, and the Borrower and each of its
      Subsidiaries are not in violation of any valid rights of others with respect
      to
      any of the foregoing.

     

    Section
      6.5 Litigation
      and Judgments.
      Except
      as set forth on Schedule 6.5,
      there
      is no action, suit, investigation, or proceeding before or by any Governmental
      Authority or arbitrator pending, or to the knowledge of the Borrower, threatened
      against or affecting Borrower or any of its Subsidiaries, that would, if
      adversely determined, have a Material Adverse Effect on Borrower or its
      Subsidiaries. Except as set forth on Schedule 6.5,
      there
      are no outstanding judgments against Borrower or any Subsidiary of the
      Borrower.

     

    Section
      6.6 Rights
      in Property; Liens.
      The
      Borrower and each of its Subsidiaries have good title to or valid leasehold
      interests in their respective Property, including the Property reflected in
      the
      financial statements described in Section 6.2,
      and
      none of the Property of Borrower or any Subsidiary is subject to any Lien,
      except as permitted by Section 8.2.

     

    Section
      6.7 Enforceability.
      This
      Agreement constitutes, and the other Loan Documents to which Borrower is party,
      when delivered, shall constitute legal, valid, and binding obligations of
      Borrower, enforceable against Borrower in accordance with their respective
      terms, except as limited by bankruptcy, insolvency, or other laws of general
      application relating to the enforcement of creditors' rights.

     

    Section
      6.8 Approvals.
      Except
      as set forth on Schedule 6.8,
      no
      authorization, approval, or consent of, and no filing or registration with,
      any
      Governmental Authority or third party is or will be necessary for the execution,
      delivery, or performance by the Borrower of this Agreement and the other Loan
      Documents to which Borrower is or may become a party or the validity or
      enforceability thereof.

     

    Section
      6.9 Debt.
      The
      Borrower and its Subsidiaries have no Debt, except as permitted in Section 8.1.

     

    
      
         

      

      
        -19-

        
          

        

      

      
         

      

    

     

    Section
      6.10 Taxes.
      Except
      as set forth on Schedule 6.10,
      the
      Borrower and each Subsidiary have filed all tax returns (federal, state, and
      local) required to be filed, including all income, franchise, employment,
      Property, and sales tax returns, and have paid all of their respective
      liabilities for taxes, assessments, governmental charges, and other levies
      that
      are currently due and payable. The Borrower knows of no pending investigation
      of
      Borrower or any Subsidiary by any taxing authority or of any pending but
      unassessed tax liability of Borrower or any Subsidiary except as set forth
      on
Schedule 6.10.

     

    Section
      6.11 Use
      of
      Proceeds; Margin Securities.
      Neither
      the Borrower nor any Subsidiary is engaged principally, or as one of its
      important activities, in the business of extending credit for the purpose of
      purchasing or carrying margin stock (within the meaning of Regulation U
      issued by the Board of Governors of the Federal Reserve System), and no part
      of
      the proceeds of any Advance will be used to purchase or carry any margin stock
      or to extend credit to others for the purpose of purchasing or carrying margin
      stock.

     

    Section
      6.12 ERISA.
      Borrower and each Subsidiary are in compliance in all material respects with
      all
      applicable provisions of ERISA. Neither a Reportable Event nor a Prohibited
      Transaction has occurred and is continuing with respect to any Plan. No notice
      of intent to terminate a Plan has been filed, nor has any Plan been terminated.
      No circumstances exist which constitute grounds entitling the PBGC to institute
      proceedings to terminate, or appoint a trustee to administer, a Plan, nor has
      the PBGC instituted any such proceedings. Neither the Borrower nor any ERISA
      Affiliate has completely or partially withdrawn from a Multiemployer Plan.
      Borrower and each ERISA Affiliate have met their minimum funding requirements
      under ERISA with respect to all of their Plans, and the present value of all
      vested benefits under each Plan do not exceed the fair market value of all
      Plan
      assets allocable to such benefits, as determined on the most recent valuation
      date of the Plan and in accordance with ERISA. Neither Borrower nor any ERISA
      Affiliate has incurred any liability to the PBGC under ERISA.

     

    Section
      6.13 Disclosure.
      No
      statement, information, report, representation, or warranty made by Borrower
      in
      this Agreement or in any other Loan Document or furnished to the Lender in
      connection with this Agreement or any of the transactions contemplated hereby
      contains any untrue statement of a material fact or omits to state any material
      fact necessary to make the statements herein or therein not materially
      misleading. There is no fact known to Borrower which has a Material Adverse
      Effect, or which might in the future have a Material Adverse Effect, on the
      Borrower or any Subsidiary that has not been disclosed in writing to the
      Lender.

     

    Section
      6.14 Subsidiaries,
      Ventures, Etc.
      The
      Borrower has no Subsidiaries, Affiliates or joint ventures or partnerships
      other
      than those listed on Schedule 6.14.
      Schedule 6.14
      sets
      forth the jurisdiction of incorporation or organization of each such Person
      and
      the percentage of the Borrower's ownership interest in such Person. All of
      the
      outstanding capital stock or other ownership interests of each Person described
      in Schedule 6.14
      has been
      validly issued, is fully paid, and is nonassessable.

     

    Section
      6.15 Agreements.
      Except
      as set forth on Schedule 6.15,
      neither
      Borrower nor any Subsidiary is a party to any indenture, loan, or credit
      agreement (other than this Agreement), or to any lease or other agreement or
      instrument, or subject to any charter or corporate or other organizational
      restriction which could have a Material Adverse Effect on Borrower or any
      Subsidiary. Neither Borrower nor any Subsidiary is in default in any material
      respect in the performance, observance, or fulfillment of any of the
      obligations, covenants, or conditions contained in any agreement or instrument
      material to its business to which it is a party.

     

    
      
         

      

      
        -20-

        
          

        

      

      
         

      

    

     

    Section
      6.16 Compliance
      with Laws.
      Neither
      the Borrower nor any Subsidiary is in violation in any material respect of
      any
      law, rule, regulation, order, or decree of any Governmental Authority or
      arbitrator.

     

    Section
      6.17 Investment
      Company Act.
      Neither
      the Borrower nor any Subsidiary is an "investment company" within the meaning
      of
      the Investment Company Act of 1940, as amended.

     

    Section
      6.18 Intellectual
      Property.
      Each
      Loan Party owns, or is licensed to use, all intellectual property necessary
      to
      conduct its business as currently conducted except for such intellectual
      property the failure of which to own or license could not reasonably be expected
      to have a Material Adverse Effect. Each Loan Party will maintain the patenting
      and registration of all intellectual property deemed useful or necessary by
      such
      Loan Party with the United States Patent and Trademark Office, the United States
      Copyright Office, or other appropriate Governmental Authority and will, if
      deemed advisable by such Loan Party, promptly patent or register, as the case
      may be, all new intellectual property and notify the Lender in writing ten
      (10)
      Business Days prior to filing any such new patent or registration.

     

    Section
      6.19 Permanent
      Equipment Financing.
      The
      Borrower is actively seeking Permanent Equipment Financing from one or more
      additional lenders.

     

    ARTICLE
      VII

     

    Affirmative
      Covenants

     

    The
      Borrower covenants and agrees that, as long as the Obligations or any part
      thereof are outstanding or the Lender has any Revolving Credit Commitment or
      Equipment Term Commitment hereunder, the Borrower will perform and observe
      the
      following positive covenants, unless the Lender shall otherwise consent in
      writing:

     

    Section
      7.1 Reporting
      Requirements.
      The
      Borrower will furnish to the Lender:

     

    (a) Annual
      Financial Statements.
      As soon
      as available, and in any event within one hundred twenty (120) days after the
      end of each fiscal year of the Borrower, beginning with the fiscal year ending
      December 31, 2008, a copy of the annual audit report of the Borrower and
      its Subsidiaries for such fiscal year containing, on a consolidated basis,
      balance sheets and statements of income, retained earnings, and cash flow as
      at
      the end of such fiscal year and for the 12-month period then ended, in each
      case
      setting forth (beginning with the 2009 year-end financial statements) in
      comparative form the figures for the preceding fiscal year, all in reasonable
      detail and audited and certified by independent certified public accountants
      of
      recognized standing acceptable to the Lender, to the effect that such report
      has
      been prepared in accordance with GAAP and containing no material qualifications
      or limitations on scope;

     

    
      
         

      

      
        -21-

        
          

        

      

      
         

      

    

     

    (b) Quarterly
      Financial Statements.
      As soon
      as available, and in any event within forty-five (45) days after the end of
      each
      of the first three fiscal quarters of each fiscal year of the Borrower, a copy
      of an unaudited financial report of the Borrower and its Subsidiaries as of
      the
      end of such fiscal quarter and for the portion of the fiscal year then ended,
      containing, on a consolidated basis, balance sheets and statements of income,
      retained earnings, and cash flow, all in reasonable detail certified by the
      chief financial officer or comparable officer of Borrower to have been prepared
      in accordance with GAAP and to fairly and accurately present (subject to
      year-end audit adjustments) the financial condition and results of operations
      of
      the Borrower and its Subsidiaries, on a consolidated basis, at the date and
      for
      the periods indicated therein;

     

    (c) Monthly
      Financial Statements.
      As soon
      as available, and in any event within twenty (20) days after the end of each
      fiscal month, a copy of an unaudited financial report of the Borrower and its
      Subsidiaries as of the end of such fiscal month and for the portion of the
      fiscal year then ended, containing, on a consolidated basis, balance sheets
      and
      statements of income, retained earnings, and cash flow, and containing an update
      and comparison to the items contained in Exhibit
      F
      hereto,
      all in reasonable detail certified by the chief financial officer or comparable
      officer of Borrower to have been prepared in accordance with GAAP and to fairly
      and accurately present (subject to year-end audit adjustments) the financial
      condition and results of operations of the Borrower and its Subsidiaries, on
      a
      consolidated basis, at the date and for the periods indicated
      therein;

     

    (d) Tax
      Returns.
      As soon
      as available, and in any event within ten (10) days after the same has been
      filed, copies of the federal income tax returns filed by the
      Borrower;

     

    (e) Notice
      of Litigation.
      Promptly after the commencement thereof, notice of all actions, suits, and
      proceedings before any Governmental Authority or arbitrator affecting the
      Borrower or any Subsidiary which, if determined adversely to the Borrower or
      such Subsidiary, could have a Material Adverse Effect on the Borrower or such
      Subsidiary;

     

    (f) Notice
      of Default.
      As soon
      as possible and in any event within ten (10) days after the occurrence of each
      Default, a written notice setting forth the details of such Default and the
      action that the Borrower has taken and proposes to take with respect
      thereto;

     

    (g) ERISA
      Reports.
      Promptly after the filing or receipt thereof, copies of all reports, including
      annual reports, and notices which the Borrower or any Subsidiary files with
      or
      receives from the PBGC or the U.S. Department of Labor under ERISA; and as
      soon
      as possible and in any event within five (5) days after Borrower or any
      Subsidiary knows or has reason to know that any Reportable Event or Prohibited
      Transaction has occurred with respect to any Plan or that the PBGC or Borrower
      or any Subsidiary has instituted or will institute proceedings under Title
      IV of
      ERISA to terminate any Plan, a certificate of the chief financial officer or
      comparable officer of the Borrower setting forth the details as to such
      Reportable Event or Prohibited Transaction or Plan termination and the action
      that Borrower proposes to take with respect thereto;

     

    
      
         

      

      
        -22-

        
          

        

      

      
         

      

    

     

    (h) Reports
      to Other Creditors.
      Promptly after the furnishing thereof, copies of any statement or report
      furnished to any party other than the Lender pursuant to the terms of any
      indenture, loan, or credit or similar agreement and not otherwise required
      to be
      furnished to the Lender pursuant to any other clause of this
      Section;

     

    (i) Notice
      of Material Adverse Effect.
      As soon
      as possible and in any event within five (5) days after the occurrence thereof,
      written notice of any matter that is reasonably likely to have a Material
      Adverse Effect on the Borrower or any Subsidiary; and

     

    (j) General
      Information.
      Promptly, such other information concerning the Borrower, any Subsidiary or
      any
      other Obligated Party as the Lender may from time to time reasonably
      request.

     

    Section
      7.2 Maintenance
      of Existence; Conduct of Business.
      The
      Borrower will preserve and maintain, and will cause each Subsidiary to preserve
      and maintain, its existence (except for mergers and consolidations permitted
      under Section 8.3)
      and all
      of its leases, privileges, licenses, permits, franchises, qualifications, and
      rights that are necessary or desirable in the ordinary conduct of its business.
      The Borrower will conduct, and will cause each Subsidiary to conduct, its
      business in an orderly and efficient manner in accordance with good business
      practices. 

     

    Section
      7.3 Maintenance
      of Property.
      The
      Borrower will maintain, keep, and preserve, and cause each Subsidiary to
      maintain, keep, and preserve, all of its Property (tangible and intangible)
      necessary or useful in the proper conduct of its business in good working order
      and condition, other than damaged or obsolete inventory and
      equipment.

     

    Section
      7.4 Taxes
      and Claims.
      The
      Borrower will pay or discharge, and will cause each Subsidiary to pay or
      discharge, at or before maturity or before becoming delinquent (a) all
      taxes, levies, assessments, and governmental charges imposed on it or its income
      or profits or any of its Property, and (b) all lawful claims for labor,
      material, and supplies, which, if unpaid, might become a Lien upon any of its
      Property; provided,
      however,
      that
      neither the Borrower nor any Subsidiary shall be required to pay or discharge
      any tax, levy, assessment, or governmental charge which is being contested
      in
      good faith by appropriate proceedings diligently pursued, and for which adequate
      reserves have been established.

     

    Section
      7.5 Insurance.
      The
      Borrower will maintain, and will cause each of the Subsidiaries to maintain,
      insurance with financially sound and reputable insurance companies in such
      amounts and covering such risks as is usually carried by businesses engaged
      in
      similar businesses and owning similar Property in the same general areas in
      which the Borrower and its Subsidiaries operate, provided that in any event
      the
      Borrower will maintain and cause each Subsidiary to maintain workmen's
      compensation insurance, Property insurance, comprehensive general liability
      insurance,
      and
      business interruption insurance reasonably satisfactory to the Lender and naming
      the Lender as additional insured. Each insurance policy covering the Collateral
      shall name the Lender as loss payee and shall provide that such policy will
      not
      be cancelled or reduced without thirty (30) days prior written notice to the
      Lender.

     

    
      
         

      

      
        -23-

        
          

        

      

      
         

      

    

     

    Section
      7.6 Inspection
      Rights.
      At any
      reasonable time and from time to time, upon reasonable notice, the Borrower
      will
      permit, and will cause each Subsidiary to permit, representatives of the Lender
      to examine the Collateral and conduct Collateral audits, to examine, copy,
      and
      make extracts from its books and records, to visit and inspect its Property,
      and
      to discuss its business, operations, and financial condition with its officers,
      employees, and independent certified public accountants.

     

    Section
      7.7 Keeping
      Books and Records.
      The
      Borrower will maintain, and will cause each Subsidiary to maintain, proper
      books
      of record and account in which full, true, and correct entries in conformity
      with GAAP shall be made of all dealings and transactions in relation to its
      business and activities.

     

    Section
      7.8 Compliance
      with Laws.
      The
      Borrower will comply, and will cause each Subsidiary to comply, in all material
      respects with all applicable laws, rules, regulations, orders, and decrees
      of
      any Governmental Authority or arbitrator.

     

    Section
      7.9 Compliance
      with Agreements.
      The
      Borrower will comply, and will cause each Subsidiary to comply, with all
      agreements, contracts, and instruments binding on it or affecting its Property
      or business, except where the failure to comply would not have a Material
      Adverse Effect.

     

    Section
      7.10 Further
      Assurances.
      The
      Borrower will, and will cause each Subsidiary to, execute and deliver such
      further agreements and instruments and take such further action as may be
      requested by the Lender to carry out the provisions and purposes of this
      Agreement and the other Loan Documents and to create, preserve, and perfect
      the
      Liens of the Lender in the Collateral.

     

    Section
      7.11 ERISA.
      The
      Borrower will comply, and will cause each Subsidiary to comply, with all minimum
      funding requirements, and all other material requirements, of ERISA, if
      applicable, so as not to give rise to any liability thereunder.

     

    Section
      7.12 Permanent
      Equipment Financing.
      The
      Borrower will continue to actively seek Permanent Equipment Financing from
      one
      or more additional lenders.

     

    ARTICLE
      VIII

     

    Negative
      Covenants

     

    The
      Borrower covenants and agrees that, as long as the Obligations or any part
      thereof are outstanding or the Lender has any Revolving Credit Commitment or
      Equipment Term Commitment hereunder, the Borrower will perform and observe
      the
      following negative covenants, unless the Lender shall otherwise consent in
      writing:

     

    
      
         

      

      
        -24-

        
          

        

      

      
         

      

    

     

    Section
      8.1 Debt.
      The
      Borrower will not incur, create, assume, or permit to exist, and will not permit
      any Subsidiary to incur, create, assume, or permit to exist, any Debt,
      except:

     

    (a) Debt
      to
      the Lender;

     

    (b) Permanent
      Equipment Financing; and

     

    (c) Existing
      Debt described on Schedule 8.1
      hereto.

     

    Section
      8.2 Limitation
      on Liens.
      The
      Borrower will not incur, create, assume, or permit to exist, and will not permit
      any Subsidiary to incur, create, assume, or permit to exist, any Lien upon
      any
      of its Property, assets, or revenues, whether now owned or hereafter acquired,
      except (collectively referred to as "Permitted
      Liens"):

     

    (a) Liens
      disclosed on Schedule 8.2
      hereto;

     

    (b) Liens
      in
      favor of the Lender;

     

    (c) Liens
      related to Permanent Equipment Financing;

     

    (d) Encumbrances
      consisting of minor easements, zoning restrictions, or other restrictions on
      the
      use of real property that do not (individually or in the aggregate) materially
      affect the value of the assets encumbered thereby or materially impair the
      ability of the Borrower or any Subsidiary to use such assets in their respective
      businesses, and none of which is violated in any material respect by existing
      or
      proposed structures or land use;

     

    (e) Liens
      for
      taxes, assessments, or other governmental charges which are not delinquent
      or
      which are being contested in good faith and for which adequate reserves have
      been established;

     

    (f) Liens
      of
      mechanics, materialmen, warehousemen, carriers, or other similar statutory
      Liens
      securing obligations that are not yet due and are incurred in the ordinary
      course of business; and

     

    (g) Liens
      resulting from good faith deposits to secure payments of workmen's compensation
      or other social security programs or to secure the performance of tenders,
      statutory obligations, surety and appeal bonds, bids, or contracts (other than
      for payment of Debt), or leases made in the ordinary course of
      business.

     

    Section
      8.3 Mergers,
      Etc.
      Without
      prior written consent of the Lender, Borrower will not, and will not permit
      any
      Subsidiary to, become a party to a merger or consolidation, or purchase or
      otherwise acquire all or substantially all of the assets of any Person, or
      any
      shares or other evidence of beneficial ownership of any Person, or wind-up,
      dissolve, or liquidate except that Borrower may merge with any of its
      Subsidiaries so long as the Borrower is the survivor of such merger, and
      Subsidiaries may be merged with and into each other.

     

    
      
         

      

      
        -25-

        
          

        

      

      
         

      

    

     

    Section
      8.4 Restricted
      Payments.
      The
      Borrower will not declare or pay any dividends or make any other payment or
      distribution (in cash, Property, or obligations) on account of its equity
      interests, or redeem, purchase, retire, or otherwise acquire any of its equity
      interests (except for any redemption that may be required in accordance with
      the
      terms of the Series C Preferred Stock), or permit any of its Subsidiaries
      to purchase or otherwise acquire any equity interest of the Borrower or another
      Subsidiary, or set apart any money for a sinking or other analogous fund for
      any
      dividend or other distribution on its equity interests or for any redemption,
      purchase, retirement, or other acquisition of any of its equity
      interests.

     

    Section
      8.5 Loans
      and Investments.
      The
      Borrower will not make, and will not permit any Subsidiary to make, any advance,
      loan, extension of credit, or capital contribution to or investment in, or
      purchase, or permit any Subsidiary to purchase, any stock, bonds, notes,
      debentures, or other securities of, any Person, except:

     

    (a) Readily
      marketable direct obligations of the United States of America or any agency
      thereof with maturities of one year or less from the date of
      acquisition;

     

    (b) Fully
      insured certificates of deposit with maturities of one year or less from the
      date of acquisition issued by any commercial bank operating in the United
      States of America having capital and surplus in excess of $100,000,000;


     

    (c) Money
      market accounts substantially all of the assets of which are invested in
      investments of the type described in clauses (a) and (b) above;
      and

     

    (d) Extensions
      of trade credit in the ordinary course of business consistent with historical
      practice.

     

    Section
      8.6 Limitation
      on Issuance of Equity.
      Other
      than as in existence as of the date of this Agreement or with the Lender's
      consent, the Borrower will not, and will not permit any of its Subsidiaries
      to,
      at any time issue, sell, assign, or otherwise dispose of (a) any of its
      equity interests, (b) any securities exchangeable for or convertible into
      or carrying any rights to acquire any of its equity interests, or (c) any
      option, warrant, or other right to acquire any of its equity interests;
provided,
      however,
      that
      the limitations contained in this Section
      8.6
      shall
      not apply to any interests issued under the Borrower's incentive stock option
      plan and shall not apply to any interests issued under the Borrower's Series
      C
      Preferred Stock.

     

    Section
      8.7 Transactions
      With Affiliates.
      The
      Borrower will not enter into, and will not permit any Subsidiary to enter into,
      any transaction, including, without limitation, the purchase, sale, or exchange
      of property or the rendering of any service, with any Affiliate of the Borrower
      or such Subsidiary, except (a) transactions among Obligated Parties,
      (b) transactions with AHK Leasing and (c) in the ordinary course of
      and pursuant to the reasonable requirements of the Borrower's or such
      Subsidiary's business and upon fair and reasonable terms no less favorable
      to
      the Borrower or such Subsidiary than would be obtained in a comparable
      arm's-length transaction with a Person not an Affiliate of the Borrower or
      such
      Subsidiary.

     

    Section
      8.8 Disposition
      of Assets.
      The
      Borrower will not sell, lease, assign, transfer, or otherwise dispose of any
      of
      its assets, or permit any Subsidiary to do so with any of its assets, except
      (a) dispositions of inventory in the ordinary course of business or
      (b) dispositions, for fair value.

     

    
      
         

      

      
        -26-

        
          

        

      

      
         

      

    

     

    Section
      8.9 Sale
      and Leaseback.
      Other
      than pursuant to Permanent Equipment Financing, the Borrower will not enter
      into, and will not permit any Subsidiary to enter into, any arrangement with
      any
      Person pursuant to which it leases from such Person real or personal Property
      that has been or is to be sold or transferred, directly or indirectly, by it
      to
      such Person.

     

    Section
      8.10 Prepayment
      of Debt.
      The
      Borrower will not prepay, and will not permit any Subsidiary to prepay, any
      Debt, except the Obligations.

     

    Section
      8.11  Environmental
      Protection.
      The
      Borrower will not, and will not permit any of its Subsidiaries to, (a) use
      (or permit any tenant to use) any of their respective Property or assets for
      the
      handling, processing, storage, transportation, or disposal of any Hazardous
      Material, (b) generate any Hazardous Material, (c) conduct any
      activity that is likely to cause a Release or threatened Release of any
      Hazardous Material, or (d) otherwise conduct any activity or use any of
      their respective Property or assets in any manner that is likely to violate
      any
      Environmental Law or create any Environmental Liabilities for which the Borrower
      or any of its Subsidiaries would be responsible.

     

    Section
      8.12 Accounting.
      The
      Borrower will not, and will not permit any of its Subsidiaries to, change its
      fiscal year or make any change (a) in accounting treatment or reporting
      practices, except as required by GAAP and disclosed to the Lender, or
      (b) in tax reporting treatment, except as required by law and disclosed to
      the Lender.

     

    Section
      8.13 Additional
      Subsidiaries.
      The
      Borrower will not, and will not permit any Subsidiary to, form or acquire any
      Subsidiary not listed on Schedule 6.14.

     

    Section
      8.14 Change
      in Management.
      Through
      the term of this Agreement, the Borrower will not make, and will not permit
      any
      Subsidiary to make, changes to the executive management of the Borrower or
      its
      Subsidiaries which involve changes to the positions held by any vice president
      or any position senior to any vice president, unless such change is satisfactory
      to Lender, which approval shall not be unreasonably withheld.

     

    ARTICLE
      IX

     

    Default

     

    Section
      9.1 Events
      of Default.
      Each of
      the following shall be deemed an "Event of Default":

     

    (a) The
      Borrower shall fail to pay the Obligations or any part thereof shall not be
      paid
      when due or declared due.

     

    (b) Any
      representation or warranty made or deemed made by the Borrower, any Subsidiary,
      or any Obligated Party (or any of their respective officers) in any Loan
      Document or in any certificate, report, notice, or financial statement furnished
      at any time in connection with this Agreement shall be false, misleading, or
      erroneous in any material respect when made or deemed to have been
      made.

     

    
      
         

      

      
        -27-

        
          

        

      

      
         

      

    

     

    (c) The
      Borrower, any Subsidiary, or any Obligated Party shall fail to perform, observe,
      or comply with any covenant, agreement, or term contained in Sections 2.3,
      7.1,
      7.6
      and
Article VIII.

     

    (d) The
      Borrower, any Subsidiary, or any Obligated Party shall fail to perform, observe,
      or comply with any covenant, agreement, or term contained in any Loan Document
      (other than those specified in clauses (a), (b) and (c) of this Section),
      and, if such failure can be cured, such failure shall continue uncured for
      a
      period of ten (10) days after the earlier of (i) the Borrower, any
      Subsidiary, or any Obligated Party obtains knowledge thereof, or
      (ii) written notice thereof having been given to the Borrower, any
      Subsidiary, or any Obligated Party.

     

    (e) The
      Borrower, any Subsidiary, or any Obligated Party shall commence a voluntary
      proceeding seeking liquidation, reorganization, or other relief with respect
      to
      itself or its debts under any bankruptcy, insolvency, or other similar law
      now
      or hereafter in effect or seeking the appointment of a trustee, receiver,
      liquidator, custodian, or other similar official of it or a substantial part
      of
      its Property or shall consent to any such relief or to the appointment of or
      taking possession by any such official in an involuntary case or other
      proceeding commenced against it or shall make a general assignment for the
      benefit of creditors or shall generally fail to pay its debts as they become
      due
      or shall take any corporate action to authorize any of the
      foregoing.

     

    (f) The
      Borrower, any Subsidiary, or any Obligated Party shall fail to pay when due
      any
      principal of or interest on any Debt in excess of $50,000 (other than the
      Obligations), or the maturity of any such Debt shall have been accelerated,
      or
      any such Debt shall have been required to be prepaid prior to the stated
      maturity thereof, or any event shall have occurred that permits (or, with the
      giving of notice or lapse of time or both, would permit) any holder or holders
      of such Debt or any Person acting on behalf of such holder or holders to
      accelerate the maturity thereof or require any such prepayment.

     

    (g) This
      Agreement or any other Loan Document shall cease to be in full force and effect
      or shall be declared null and void or the validity or enforceability thereof
      shall be contested or challenged by the Borrower, any Subsidiary, any Obligated
      Party or any of their respective shareholders, or the Borrower, any Subsidiary,
      or any Obligated Party shall deny that it has any further liability or
      obligation under any of the Loan Documents, or any Lien or security interest
      created by the Loan Documents shall for any reason cease to be a valid, first
      priority perfected security interest in and Lien upon any of the Collateral
      purported to be covered thereby.

     

    
      
         

      

      
        -28-

        
          

        

      

      
         

      

    

     

    (h) Any
      of
      the following events shall occur or exist with respect to the Borrower or any
      ERISA Affiliate: (i) any Prohibited Transaction involving any Plan;
      (ii) any Reportable Event with respect to any Plan; (iii) the filing
      under Section 4041 of ERISA of a notice of intent to terminate any Plan or
      the termination of any Plan; (iv) any event or circumstance that might
      constitute grounds entitling the PBGC to institute proceedings under
      Section 4042 of ERISA for the termination of, or for the appointment of a
      trustee to administer, any Plan, or the institution by the PBGC of any such
      proceedings; or (v) complete or partial withdrawal under Section 4201
      or 4204 of ERISA from a Multiemployer Plan or the reorganization, insolvency,
      or
      termination of any Multiemployer Plan; and in each case above, such event or
      condition, together with all other events or conditions, if any, have subjected
      or could in the reasonable opinion of the Lender subject the Borrower to any
      tax, penalty, or other liability to a Plan, a Multiemployer Plan, the PBGC,
      or
      otherwise (or any combination thereof) which in the aggregate exceed or could
      reasonably be expected to exceed $50,000.

     

    (i) The
      Borrower, any Subsidiary, or any Obligated Party, or any of their Property,
      revenues, or assets, shall become subject to an order of forfeiture, seizure,
      or
      divestiture (whether under RICO or otherwise) and the same shall not have been
      discharged within thirty (30) days from the date of entry thereof.

     

    (j) An
      involuntary proceeding shall be commenced against the Borrower, any Subsidiary,
      or any Obligated Party seeking liquidation, reorganization, or other relief
      with
      respect to it or its debts under any bankruptcy, insolvency, or other similar
      law now or hereafter in effect or seeking the appointment of a trustee,
      receiver, liquidator, custodian, or other similar official for it or a
      substantial part of its Property, and such involuntary proceeding shall remain
      undismissed and unstayed for a period of sixty (60) days.

     

    (k) The
      Borrower, any Subsidiary or any Obligated Party shall fail to discharge within
      a
      period of sixty (60) days after the commencement thereof any attachment,
      sequestration, or similar proceeding or proceedings involving an aggregate
      amount in excess of $50,000 against any of its assets or Property.

     

    (l) A
      final
      judgment or judgments for the payment of money in excess of $50,000 in the
      aggregate and not covered by insurance shall be rendered by a court or courts
      against the Borrower, any Subsidiary, or any Obligated Party and the same shall
      not be discharged (or provision shall not be made for such discharge), or a
      stay
      of execution thereof shall not be procured, within thirty (30) days from the
      date of entry thereof and the Borrower or the relevant Subsidiary or Obligated
      Party shall not, within said period of thirty (30) days, or such longer period
      during which execution of the same shall have been stayed, appeal therefrom
      and
      cause the execution thereof to be stayed during such appeal.

     

    Section
      9.2 Remedies
      Upon Default.
      If any
      Event of Default shall occur and be continuing, the Lender may without notice
      terminate the Revolving Credit Commitment and the Equipment Term Commitment
      and
      declare the Obligations or any part thereof to be immediately due and payable,
      and the same shall thereupon become immediately due and payable, without notice,
      demand, presentment, notice of dishonor, notice of acceleration, notice of
      intent to accelerate, notice of intent to demand, protest, or other formalities
      of any kind, all of which are hereby expressly waived by the Borrower;
provided,
      however,
      that
      upon the occurrence of an Event of Default under Section 9.1(e) or
      Section 9.1(j),
      the
      Revolving Credit Commitment and the Equipment Term Commitment shall
      automatically terminate, and the Obligations shall become immediately due and
      payable without notice, demand, presentment, notice of dishonor, notice of
      acceleration, notice of intent to accelerate, notice of intent to demand,
      protest, or other formalities of any kind, all of which are hereby expressly
      waived by the Borrower. If any Event of Default shall occur and be continuing,
      the Lender may exercise all rights and remedies available to it in law or in
      equity, under the Loan Documents, or otherwise.

     

    
      
         

      

      
        -29-

        
          

        

      

      
         

      

    

     

    Section
      9.3 Performance
      by the Lender.
      If the
      Borrower shall fail to perform any covenant or agreement contained in any of
      the
      Loan Documents, the Lender may perform or attempt to perform such covenant
      or
      agreement on behalf of the Borrower. In such event, the Borrower shall, at
      the
      request of the Lender, promptly pay any amount expended by the Lender in
      connection with such performance or attempted performance to the Lender,
      together with interest thereon at the Default Rate from and including the date
      of such expenditure to but excluding the date such expenditure is paid in full.
      Notwithstanding the foregoing, it is expressly agreed that the Lender shall
      not
      have any liability or responsibility for the performance of any obligation
      of
      the Borrower under this Agreement or any other Loan Document.

     

    ARTICLE
      X

     

    Miscellaneous

     

    Section
      10.1 Expenses.
      The
      Borrower hereby agrees to pay on demand: (a) all costs and expenses of the
      Lender in connection with the preparation, negotiation, execution, and delivery
      of this Agreement and the other Loan Documents (not to exceed $25,000), and
      any
      and all amendments, modifications, renewals, extensions, and supplements thereof
      and thereto, including, without limitation, the reasonable fees and expenses
      of
      legal counsel, advisors, consultants, and auditors for the Lender, (b) all
      out-of-pocket costs and expenses of the Lender in connection with any Default
      and the enforcement of this Agreement or any other Loan Document, including,
      without limitation, the fees and expenses of legal counsel, advisors,
      consultants, and auditors for the Lender, (c) all transfer, stamp,
      documentary, or other similar taxes, assessments, or charges levied by any
      Governmental Authority in respect of this Agreement or any of the other Loan
      Documents, (d) all costs, expenses, assessments, and other charges incurred
      in connection with any filing, registration, recording, or perfection of any
      security interest or Lien contemplated by this Agreement or any other Loan
      Document, and (e) all other out-of-pocket costs and expenses incurred by
      the Lender in connection with this Agreement or any other Loan Document, any
      litigation, dispute, suit, proceeding or action; the enforcement of its rights
      and remedies, protection of its interests in bankruptcy, insolvency or other
      legal proceedings, including, without limitation, all costs, expenses, and
      other
      charges incurred in connection with evaluating, observing, collecting,
      examining, auditing, appraising, selling, liquidating, or otherwise disposing
      of
      the Collateral or other assets of the Borrower; provided, however, that in
      the
      case of each of the foregoing the applicable costs and expenses shall be
      reasonable.

     

    
      
         

      

      
        -30-

        
          

        

      

      
         

      

    

     

    Section
      10.2 INDEMNIFICATION.
      THE
      BORROWER SHALL INDEMNIFY THE LENDER AND EACH AFFILIATE THEREOF AND THEIR
      RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS FROM, AND
      HOLD
      EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES,
      PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE
      ATTORNEYS' FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR
      INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION, EXECUTION,
      DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE LOAN
      DOCUMENTS, (B) ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS,
      (C) ANY BREACH BY THE BORROWER OF ANY REPRESENTATION, WARRANTY, COVENANT,
      OR OTHER AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS, (D) THE
      PRESENCE, RELEASE, THREATENED RELEASE, DISPOSAL, REMOVAL, OR CLEANUP OF ANY
      HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN, OR AFFECTING ANY OF THE PROPERTY
      OR ASSETS OF THE BORROWER OR ANY SUBSIDIARY, OR (E) ANY INVESTIGATION,
      LITIGATION, OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED
      INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, RELATING TO ANY OF THE
      FOREGOING. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER
      LOAN
      DOCUMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON
      TO
      BE INDEMNIFIED UNDER THIS SECTION SHALL BE INDEMNIFIED FROM AND HELD HARMLESS
      AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS,
      DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES)
      ARISING OUT OF OR RESULTING FROM THE SOLE CONTRIBUTORY OR ORDINARY NEGLIGENCE
      OF
      SUCH PERSON; PROVIDED,
      HOWEVER,
      NO
      PERSON SHALL BE INDEMNIFIED HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL
      MISCONDUCT.

     

    Section
      10.3 Limitation
      of Liability.
      Neither
      the Lender nor any Affiliate, officer, director, employee, attorney, or agent
      of
      the Lender shall have any liability with respect to, and the Borrower hereby
      waives, releases, and agrees not to sue any of them upon, any claim for any
      special, indirect, incidental, or consequential damages suffered or incurred
      by
      the Borrower in connection with, arising out of, or in any way related to,
      this
      Agreement or any of the other Loan Documents, or any of the transactions
      contemplated by this Agreement or any of the other Loan Documents. The Borrower
      hereby waives, releases, and agrees not to sue the Lender or any of the Lender's
      Affiliates, officers, directors, employees, attorneys, or agents for punitive
      damages in respect of any claim in connection with, arising out of, or in any
      way related to, this Agreement or any of the other Loan Documents, or any of
      the
      transactions contemplated by this Agreement or any of the other Loan
      Documents.

     

    Section
      10.4 No
      Duty.
      All
      attorneys, accountants, appraisers, and other professional Persons and
      consultants retained by the Lender shall have the right to act exclusively
      in
      the interest of the Lender and shall have no duty of disclosure, duty of
      loyalty, duty of care, or other duty or obligation of any type or nature
      whatsoever to the Borrower, its Subsidiaries, any of their shareholders or
      any
      other Person.

     

    Section
      10.5 Lender
      Not Fiduciary.
      The
      relationship between the Borrower and the Lender is solely that of debtor and
      creditor, and the Lender has no fiduciary or other special relationship with
      the
      Borrower, and no term or condition of any of the Loan Documents shall be
      construed so as to deem the relationship between the Borrower and the Lender
      to
      be other than that of debtor and creditor.

     

    
      
         

      

      
        -31-

        
          

        

      

      
         

      

    

     

    Section
      10.6 Equitable
      Relief.
      The
      Borrower recognizes that in the event the Borrower fails to pay, perform,
      observe, or discharge any or all of the Obligations, any remedy at law may
      prove
      to be inadequate relief to the Lender. The Borrower therefore agrees that the
      Lender, if the Lender so requests, shall be entitled to temporary and permanent
      injunctive relief in any such case without the necessity of proving actual
      damages.

     

    Section
      10.7 No
      Waiver; Cumulative Remedies.
      No
      failure on the part of the Lender to exercise and no delay in exercising, and
      no
      course of dealing with respect to, any right, power, or privilege under this
      Agreement shall operate as a waiver thereof, nor shall any single or partial
      exercise of any right, power, or privilege under this Agreement preclude any
      other or further exercise thereof or the exercise of any other right, power,
      or
      privilege. The rights and remedies provided for in this Agreement and the other
      Loan Documents are cumulative and not exclusive of any rights and remedies
      provided by law.

     

    Section
      10.8 Successors
      and Assigns.
      This
      Agreement is binding upon and shall inure to the benefit of the Lender and
      the
      Borrower and their respective successors and assigns, except that the Borrower
      may not assign or transfer any of its rights or obligations under this Agreement
      without the prior written consent of the Lender.

     

    Section
      10.9 Survival.
      All
      representations and warranties made in this Agreement or any other Loan Document
      or in any document, statement, or certificate furnished in connection with
      this
      Agreement shall survive the execution and delivery of this Agreement and the
      other Loan Documents, and no investigation by the Lender or any closing shall
      affect the representations and warranties or the right of the Lender to rely
      upon them. Without prejudice to the survival of any other obligation of the
      Borrower hereunder, the obligations of the Borrower under Sections 10.1
      and
10.2
      shall
      survive repayment of the Obligations and termination of the Equipment Term
      Commitment and the Revolving Credit Commitment.

     

    Section
      10.10 ENTIRE
      AGREEMENT; AMENDMENT.
      THIS
      AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY
      THE
      FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL
      PRIOR
      COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN
      OR
      ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR
      VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
      OR
      DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE
      PARTIES HERETO. The provisions of this Agreement and the other Loan Documents
      to
      which the Borrower is a party may be amended or waived only by an instrument
      in
      writing signed by the parties hereto.

     

    Section
      10.11 Notices.
      All
      notices and other communications provided for in this Agreement and the other
      Loan Documents to which the Borrower or any Subsidiary is a party shall be
      given
      or made by telex, telegraph, telecopy, cable, or in writing and telexed,
      telecopied, telegraphed, cabled, mailed by certified mail return receipt
      requested, or delivered to the intended recipient at the "Address for Notices"
      specified below its name on the signature pages hereof; or, as to any party,
      at
      such other address as shall be designated by such party in a notice to the
      other
      party given in accordance with this Section. Except as otherwise provided in
      this Agreement, all such communications shall be deemed to have been duly given
      when transmitted by telex or telecopy, subject to telephone confirmation of
      receipt, or delivered to the telegraph or cable office, subject to telephone
      confirmation of receipt, or when personally delivered or, in the case of a
      certified mailed notice, five (5) Business Days after being duly deposited
      in the mails, in each case given or addressed as aforesaid; provided,
      however,
      notices
      to the Lender pursuant to Article II
      shall
      not be effective until received by the Lender.

     

    
      
         

      

      
        -32-

        
          

        

      

      
         

      

    

     

    Section
      10.12 Governing
      Law; Venue; Service of Process.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas and the applicable laws of the United States of America. This
      Agreement has been entered into in Dallas County, Texas, and it shall be
      performable for all purposes in Dallas County, Texas. Any action or proceeding
      against the Borrower under or in connection with any of the Loan Documents
      may
      be brought in any state or federal court in Dallas County, Texas. The Borrower
      hereby irrevocably (a) submits to the nonexclusive jurisdiction of such
      courts, and (b) waives any objection it may now or hereafter have as to the
      venue of any such action or proceeding brought in any such court or that any
      such court is an inconvenient forum. The Borrower agrees that service of process
      upon it may be made by certified or registered mail, return receipt requested,
      at its address specified or determined in accordance with the provisions of
      Section 10.11.
      Nothing
      herein or in any of the other Loan Documents shall affect the right of the
      Lender to serve process in any other manner permitted by law or shall limit
      the
      right of the Lender to bring any action or proceeding against the Borrower
      or
      with respect to any of its Property in courts in other jurisdictions. Any action
      or proceeding by the Borrower against the Lender shall be brought only in a
      court located in Dallas County, Texas.

     

    Section
      10.13 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original (including facsimile copies), but all of which together
      shall
      constitute one and the same instrument.

     

    Section
      10.14 Severability.
      Any
      provision of this Agreement held by a court of competent jurisdiction to be
      invalid or unenforceable shall not impair or invalidate the remainder of this
      Agreement and the effect thereof shall be confined to the provision held to
      be
      invalid or illegal.

     

    Section
      10.15 Headings.
      The
      headings, captions, and arrangements used in this Agreement are for convenience
      only and shall not affect the interpretation of this Agreement.

     

    Section
      10.16 Participations;
      Etc.
      The
      Lender shall have the right at any time and from time to time to grant
      participations in, and sell and transfer, the Obligations and the Loan
      Documents. Each actual or proposed participant or assignee, as the case may
      be,
      shall be entitled, subject to the provisions of Section 10.21
      hereof,
      to receive all information received by the Lender regarding the Borrower, its
      Subsidiaries, and any other Obligated Party including, without limitation,
      information required to be disclosed to a participant or assignee pursuant
      to
      Banking Circular 181 (Rev., August 2, 1984), issued by the Comptroller of
      the Currency (whether the actual or proposed participant or assignee is subject
      to the circular or not).

     

    
      
         

      

      
        -33-

        
          

        

      

      
         

      

    

     

    Section
      10.17 Construction.
      The
      Borrower and the Lender acknowledge that each of them has had the benefit of
      legal counsel of its own choice and has been afforded an opportunity to review
      this Agreement and the other Loan Documents with its legal counsel.

     

    Section
      10.18 Independence
      of Covenants.
      All
      covenants hereunder shall be given independent effect so that if a particular
      action or condition is not permitted by any of such covenants, the fact that
      it
      would be permitted by an exception to, or be otherwise within the limitations
      of, another covenant shall not avoid the occurrence of a Default if such action
      is taken or such condition exists.

     

    Section
      10.19 WAIVER
      OF JURY TRIAL.
      TO THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER HEREBY IRREVOCABLY
      AND
      EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR
      COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT
      OF OR
      RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY
      OR THE ACTIONS OF LENDER IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT
      THEREOF.

     

    Section
      10.20 Maximum
      Interest Rate.
      No
      provision of this Agreement or any other Loan Document shall require the payment
      or the collection of interest in excess of the Maximum Lawful Rate. If any
      excess of interest in such respect is hereby provided for, or shall be
      adjudicated to be so provided, in any Loan Document or otherwise in connection
      with this loan transaction, the provisions of this Section shall govern and
      prevail and neither the Borrower nor the sureties, guarantors, successors,
      or
      assigns of the Borrower shall be obligated to pay the excess amount of such
      interest or any other excess sum paid for the use, forbearance, or detention
      of
      sums loaned pursuant hereto. In the event the Lender ever receives, collects,
      or
      applies as interest any such sum, such amount which would be in excess of the
      Maximum Lawful Rate shall be applied as a payment and reduction of the principal
      of the indebtedness evidenced by the Notes, as determined by the Lender; and,
      if
      the principal of the Notes have been paid in full, any remaining excess shall
      forthwith be paid to the Borrower. In determining whether or not the interest
      paid or payable exceeds the Maximum Lawful Rate, the Borrower and the Lender
      shall, to the extent permitted by applicable law, (a) characterize any
      non-principal payment as an expense, fee, or premium rather than as interest,
      (b) exclude voluntary prepayments and the effects thereof, and
      (c) amortize, prorate, allocate, and spread in equal or unequal parts the
      total amount of interest throughout the entire contemplated term of the
      indebtedness evidenced by the Notes so that interest for the entire term does
      not exceed the Maximum Lawful Rate.

     

    
      
         

      

      
        -34-

        
          

        

      

      
         

      

    

     

    Section
      10.21 Confidentiality.
      The
      Lender acknowledges that the Borrower is a publicly traded company and that,
      for
      purposes of the applicable securities laws, the Lender is an Affiliate of the
      controlling stockholder of the Borrower and is covered by Regulation FD. The
      Lender agrees to keep confidential all non-public information provided to it
      by
      or on behalf of the Borrower or any of the Subsidiaries pursuant to this
      Agreement or any other Loan Document; provided that nothing herein shall prevent
      any Lender from disclosing any such information (i) to any assignee or
      participant or prospective transferee, if such transferee has agreed in writing
      to be bound by this Section 10.21,
      (ii) to its employees, directors, agents, attorneys, accountants and other
      professional advisors, (iii) as may be required or appropriate in any
      report, statement or testimony submitted to any Governmental Authority having
      or
      claiming jurisdiction over the Lender, (iv) as may be required or
      appropriate in response to any summons or subpoena or in connection with any
      litigation, (v) in response to any order of any court or other Governmental
      Authority or as may otherwise be required pursuant to any requirement of law,
      (vi) which has been publicly disclosed other than in breach of this
      Agreement, or (vii) in connection with the exercise of any remedy
      hereunder. Subject to the proviso set forth in the immediately preceding
      sentence, the Lender agrees that such non-public information shall be used
      and
      disclosed only in connection with the Lender's administration of the Advances
      under this Agreement and will not be furnished or otherwise made available
      to
      other departments or operations of the Lender, including without limitation
      those departments and operations with responsibilities (including contracting)
      for security and related services of the type provided by the Borrower and
      its
      Subsidiaries.

     

    Section
      10.22 TEXAS
      FINANCE CODE SECTION 307.052 COLLATERAL PROTECTION INSURANCE
      NOTICE.
      BORROWER
      IS REQUIRED TO: (a) KEEP THE PROPERTY INSURED AGAINST DAMAGE IN THE AMOUNT
      SPECIFIED IN THE LOAN DOCUMENTS; (b) PURCHASE THE INSURANCE FROM AN INSURER
      THAT
      IS AUTHORIZED TO DO BUSINESS IN THE STATE OF TEXAS OR AN ELIGIBLE SURPLUS LINES
      INSURER; AND (c) NAME LENDER AS THE PERSON TO BE PAID UNDER THE POLICY IN THE
      EVENT OF A LOSS AS AND TO THE EXTENT REQUIRED IN THE LOAN AGREEMENT. BORROWER
      MUST, IF REQUIRED BY LENDER PURSUANT HERETO, DELIVER TO LENDER A COPY OF THE
      POLICY AND PROOF OF THE PAYMENT OF PREMIUMS. IF BORROWER FAILS TO MEET ANY
      REQUIREMENT SET FORTH IN THIS SECTION
      7.15,
      LENDER
      MAY OBTAIN COLLATERAL PROTECTION INSURANCE ON BEHALF OF BORROWER AT THE
      BORROWER'S EXPENSE AS AND TO THE EXTENT EXPLICITLY PERMITTED BY THE LOAN
      DOCUMENTS.

     

    Section
      10.23 USA
      PATRIOT ACT NOTIFICATION.
      The
      following notification is provided to the Borrower and its Subsidiaries pursuant
      to Section 326 of the USA Patriot Act of 2001, 31 U.S.C.
      Section 5318.

     

    IMPORTANT
      INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government
      fight the funding of terrorism and money laundering activities, Federal law
      requires all financial institutions to obtain, verify, and record information
      that identifies each Person or entity that opens an account, including any
      deposit account, treasury management account, loan, other extension of credit,
      or other financial services product. What this means for the Borrower and its
      Subsidiaries: When the Borrower or any Subsidiary opens an account, if the
      Borrower or such Subsidiary is an individual, the Lender will ask for the
      Borrower's or such Subsidiary's name, taxpayer identification number,
      residential address, date of birth, and other information that will allow the
      Lender to identify the Borrower or such Subsidiary, and if the Borrower or
      such
      Subsidiary is not an individual, the Lender will ask for the Borrower's or
      such
      Subsidiary's name, taxpayer identification number, business address, and other
      information that will allow the Lender to identify such Borrower or such
      Subsidiary. The Lender may also ask, if the Borrower or such Subsidiary is
      an
      individual, to see the Borrower's or such Subsidiary's driver's license or
      other
      identifying documents, and if the Borrower or such Subsidiary is not an
      individual, to see the Borrower's or such Subsidiary's legal organizational
      documents or other identifying documents.

     

    [Remainder
      of Page Intentionally Left Blank. Signature Pages to
      Follow.]

     

    
      
         

      

      
        -35-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      day and year first above written.

    

      
        	
                BORROWER:

              
	 
	
                ISECURETRAC
                  CORP.

              
	 
	
                By:

              	
                /s/
                  Peter A. Michel

              
	 	
                Name:
                  Peter A. Michel

              
	 	
                Title:
                  Chief Executive Officer

              


      

    

    

      
        	
                Address
                  for Notices:

              	
                5078
                  S. 111th Street

              
	 	
                Omaha,
                  Nebraska 68137

              
	
                Fax
                  No.:

              	 
                
	
                Telephone
                  No.:

              	  
                
	
                Attention:

              	  
                
	
                e-mail:

              	  
                


      

    

     

    
      Signature
        Page to Loan Agreement

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      
        	
                LENDER:

              
	 
	
                CRESTPARK
                  LP, INC.

              
	 
	
                By:

              	
                /s/
                  Heather Kreager

              
	 	
                Name:
                  Heather Kreager

              
	 	
                Title:
                  Senior Vice President

              


      

    

    

      
        	
                Address
                  for Notices:

              	
                c/o
                  Sammons Corporation

              
	 	
                5949
                  Sherry Lane, #1900

              
	 	
                Dallas,
                  Texas 75225

              
	
                Fax
                  No.:

              	  
                
	
                Telephone
                  No.:

              	  
                
	
                Attention:

              	  
                
	
                e-mail:

              	  
                


      

    

     

    Signature
      Page to Loan Agreement

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    INDEX
      TO EXHIBITS

    

      
        	
                Exhibit

              	 	
                Description
                  of Exhibits

              
	 	 	 
	
                A

              	 	
                Revolving
                  Credit Note

              
	
                B

              	 	
                Security
                  Agreement

              
	
                C

              	 	
                Equipment
                  Term Note

              
	
                D

              	 	
                Revolving
                  Credit Advance Request Form

              
	
                E

              	 	
                Equipment
                  Advance Request Form

              
	
                F

              	 	
                Financial
                  Forecasts

              
	
                G

              	 	
                36
                  Month Note

              


      

    

     

    INDEX
      TO SCHEDULES

    

      
        	
                Schedule

              	 	
                Description
                  of Schedules

              
	 	 	 
	
                6.5

              	 	
                Litigation
                  and Judgments

              
	
                6.10

              	 	
                Taxes

              
	
                6.14

              	 	
                Subsidiaries
                  and Ventures

              
	
                6.15

              	 	
                Agreements

              
	
                8.1

              	 	
                Debt

              
	
                8.2

              	 	
                Liens

              


      

    

     

    Index
      to
      Exhibits and Schedules

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A


     

    Revolving
      Credit Note

     

    Exhibit
      C

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      B


     

    Security
      Agreement 

     

    Exhibit
      C

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      C

     

    Equipment
      Term Note

     

    Exhibit
      C

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      D

     

    Revolving
      Credit Advance Request Form

     

    Exhibit
      D

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      E

     

    Equipment
      Advance Request Form


     

    Exhibit
      E

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      F

    


    Financial
      Forecasts

     

    Exhibit
      F

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      G

    


    Form
      of 36 Month Note

     

    Exhibit
      G

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      6.5


     

    Litigation
      and Judgments

    
Schedule
      6.5

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      6.10


     

    Taxes

     

    Schedule
      6.10

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      6.14

     

    Subsidiaries
      and Ventures

     

    Schedule
      6.14

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      6.15

     

    Agreements

     

    Schedule
      6.15

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      8.1

     

    Debt

     

    Schedule
      8.1

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      8.2

     

    Liens

     

    Schedule
      8.2