WHEREAS, Lender, Borrower and the Guarantors entered into that certain First Modification ofLoan Documents dated as of September 1, 2004 for the purpose of extending the Maturity Date of theLoan on the Note from September 1, 2004 to September 1, 2005 (all references to the Loan, Note,Loan Documents and Guaranty shall be as amended by the aforesaid First Modification of LoanDocuments);WHEREAS, Lender, Borrower and the Guarantors entered into that certain Second Modification ofLoan Documents dated as of September 1, 2005 for the purpose of extending the Maturity Date of theLoan on the Note from September 1, 2005 to September 1, 2006 and to increase the maximumavailability under the Loan and the Note from $1,500,000 to $2,000,000 (all references to the Loan,Note, Loan Documents and Guaranty shall be as amended by the aforesaid Second Modification of LoanDocuments);WHEREAS, Borrower requested and Lender agreed to increase the maximum availability under theLoan and the Note from $2,000,000 to $2,500,000 and Borrower, Guarantors and Lender entered intothat certain Third Modification of Loan Documents dated as of June 16, 2006 in order to modify andratify certain terms and provisions of the Note, the Loan Documents and the Guaranty Documents asmore particularly set forth therein (all references to the Loan, Note, Loan Documents and Guarantyshall be as amended by the aforesaid Third Modification of Loan Documents);WHEREAS, Borrower requested and Lender agreed to decrease the maximum availability under theLoan and the Note from $2,500,000 to $2,000,000 and to further extend the Maturity Date of the Loanand Note from September 1, 2006 to December 1, 2006, and Borrower, Guarantors and Lender enteredinto that certain Fourth Modification of Loan Documents dated on or about August 9, 2006 in orderto modify and ratify certain terms and provisions of the Note, the Loan Documents and the GuarantyDocuments as more particularly set forth therein (all references to the Loan, Note, Loan Documentsand Guaranty shall be as amended by the aforesaid Fourth Modification of Loan Documents);WHEREAS, Lender, Borrower and the Guarantors entered into that certain Fifth Modification ofLoan Documents dated as of December 1, 2006 for the purpose of extending the Maturity Date of theLoan on the Note from December 1, 2006 to December 1, 2007 (all references to the Loan, Note, LoanDocuments and Guaranty shall be as amended by the aforesaid Fifth Modification of Loan Documents);WHEREAS, Lender, Borrower and the Guarantors entered into that certain Sixth Modification ofLoan Documents dated as of December 1, 2007 for the purpose of extending the Maturity Date of theLoan on the Note from December 1, 2007 to December 1, 2008 (all references to the Loan, Note, LoanDocuments and Guaranty shall be as amended by the aforesaid Sixth Modification of Loan Documents);WHEREAS, Lender filed (i) a continuation statement in the UCC Records of Gwinnett County,Georgia under File No. 067-2008-003877 on April 15, 2008, which continuation statement continued infull force and effect both the Financing Statement and the Guarantor Financing Statement of recordnaming Borrower, QS Technologies, Inc. and Chemfree Corporation as debtors, and (ii) a continuationstatement in the UCC Records of the Secretary of State of Delaware under File No. 20081731866 onMay 20, 2008, which continuation statement continued in full force and effect both the GuarantorFinancing Statement of record Visaer, Inc. and Corecard Software, Inc. as debtors.WHEREAS, Lender, Borrower and the Guarantors entered into that certain Seventh Modification ofLoan Documents dated as of December 1, 2008 for the purpose of extending the Maturity Date of theLoan on the Note from December 1, 2008 to June 30, 2009 (all references to the Loan, Note, LoanDocuments and Guaranty shall be as amended by the aforesaid Seventh Modification of LoanDocuments);WHEREAS, Lender, Borrower and the Guarantors entered into that certain Eight Modification ofLoan Documents dated as of June 26, 2009 for the purpose of extending the Maturity Date of the Loanon the Note from June 30, 2009 to June 30, 2010 and to provide for certain other modificationswith respect to the Loan (all references to the Loan, Note, Loan Documents and Guaranty shall be asamended by the aforesaid Eight Modification of Loan Documents);
 
2

 
WHEREAS, Borrower has requested and Lender has agreed to further extend the maturity date ofthe Loan and Note from June 30, 2010 to June 30, 2011, and Borrower, Guarantors and Lender desireto enter into this Amendment in order to modify and ratify certain terms and provisions of theNote, the Loan Documents and the Guaranty Documents as more particularly set forth herein.NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and other good andvaluable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged,Lender, Borrower and Guarantors hereby agree as follows:1. Recitals. The foregoing recitals are true and correct and are incorporated hereinby this reference.2. Capitalized Terms. All capitalized terms contained in this Modification shall havethe same meaning afforded to them in the Note, Loan Documents and Guaranty Documents.3. Specific Modifications to Documents. a. The Note, each of the Loan Documents and each of theGuaranty Documents are hereby modified to reflect that the maximumavailability under the terms of the Loan shall be equal to $1,250,000.  b. The Maturity Date of the Loan and the Note is herebyextended from June 30, 2010 to June 30, 2011, and Section 11.1 of theLoan Agreement is hereby modified to provide that the date set forth inthe third line of such Section 11.1 shall hereafter read “June 29, 2011”.  c. The Note is hereby modified to provide that interestshall continue to accrue thereunder at the greater of (i) the “primerate” of Lender (as defined on the face of the Note) plus one and onehalf percent (1.5%) per annum, or (ii) six and one half percent (6.5%),and shall be adjusted daily with changes in the prime rate during theterm of the Note in the event the prime rate of Lender shall be greaterthan five percent (5.0%).  d. In connection with the execution of this Modification, Borrowershall pay to Lender a loan extension fee in the amount of $6,250.00.  e. Section 7.11 of the Loan Agreement (which was added to the LoanAgreement pursuant to the Eighth Modification of Loan Documents referenced inthe recitals hereinabove) is hereby modified to provide that the Borrower shallmaintain a minimum Tangible Net Worth of $4,800,000 as of the end of eachcalendar quarter during the remaining term of the Loan. (i.e. June 30, 2010,September 30, 2010, December 31, 2010 and March 31, 2011).4. No Impairment. Borrower and Guarantors agree that the terms and provisions hereofshall in no manner impair, limit, restrict or otherwise affect the obligations of Borrower andGuarantors to Lender or the priority of any lien evidenced by the Note, the Loan Documents or theGuaranty Documents, except as modified hereby.5. No Defenses. Borrower and Guarantors acknowledge that they have no offsets,claims, counterclaims or defenses against Lender or under any of their obligations contained in theNote, the Loan Documents or the Guaranty Documents and to the extent any such offsets, claims,counterclaims, or defenses exist, the same are hereby waived by the Borrower and Guarantors.
 
3

 
6. Ratification. Except as amended hereby, each and every term and provision of theNote, the Loan Documents and the Guaranty Documents are hereby ratified and affirmed by Borrowerand Guarantors and shall remain in full force and effect. The Guarantors hereby specificallyacknowledge and consent to the extension of the Maturity Date from June 30, 2010 to June 30, 2011,as well as the prior release by Lender of (i) all of Lender’s collateral interest with respect toBorrower’s interest in Horizon Software International, LLC, (ii) all of Lender’s collateralinterest in certain of the primary assets of QS Technologies, Inc. and (iii) all of Lender’scollateral interest and certain of the primary assets of Visaer, Inc.7. No Novation. It is the intention of the parties hereto that the execution anddelivery of this Modification shall in no way constitute a novation or extinguishment of the debtevidenced by the Note, Loan Documents or the Guaranty Documents.8. Effect of Modification. In signing this Modification, the parties hereto expresslycertify and covenant that they have carefully read all provisions contained herein, have had anopportunity to consult with legal counsel of their choosing and to consider the ramifications andterms of this Modification, and they have voluntarily signed this Modification with theunderstanding that it will be final and binding as to their interests and they have had asufficient opportunity to review the Modification and consult with counsel of their choice prior tomaking such decision to execute this Modification. The parties hereby represent and warrant thatthis Modification is executed without reliance on any statement or representation of the other,except as expressly set forth in the within and foregoing Modification, and this Modificationconstitutes the entire Modification between the parties hereto and that no promise or inducement orconsideration, other than that expressed in the within and foregoing Modification, has been offeredor accepted and all such prior inducements or considerations are deemed merged herein**.**(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)