exv10w1






EXHIBIT 10.1




LOAN AND SECURITY AGREEMENT

dated as of March 24, 2008

among

America’s Healthcare/Rx Plan Agency, Inc. and Access Plans USA, Inc., 
as Borrowers

and

CFG LLC,

as Lender and Secured Party



Loan No. 8005



 









 











LOAN AND SECURITY AGREEMENT




     THIS LOAN AND SECURITY AGREEMENT (the “Loan Agreement”) is made and entered into as of
March 24 , 2008 by and between America’s Healthcare/Rx Plan Agency, Inc., a Delaware corporation
(the “Borrower”), Access Plans USA, Inc., an Oklahoma corporation (the
“Co-Borrower”), and CFG LLC, a Delaware limited liability company (“CFG” or
“Lender”).



     WHEREAS, the parties desire to enter into this Loan Agreement to provide funds necessary to
provide working capital financing for the Borrower; and



     WHEREAS, the Borrower desires to secure all of the Obligations hereunder by granting to the
Lender, a first priority perfected security interest in the Collateral in accordance with the terms
hereof;



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the Borrower, the Co-Borrower and the Lender agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.1. Certain Definitions. As used in this Loan Agreement and all incorporated
exhibits, the following terms have the following meanings:



     “Accounts Receivable” shall mean each and every account, receivable contract right,
and other rights of the Borrower, individually and collectively, to the payment of money, of every
nature, type and description, whether now owing to the Borrower, individually or collectively, or
hereafter arising, along with all moneys and other proceeds now or hereafter to become due thereon,
whether now owned or hereafter acquired, including without limitation, all of the right, title and
interest that the Borrower severally or jointly now has or may have in and to all accounts
receivable, all amounts payable but not already paid, and all moneys and all claims for all moneys
due or to become due for insurance and other products sold by the Borrower and the Borrower’s
agents, representatives, and/or employees. This definition includes the “Commission Rights” as that
term is defined herein, and specifically includes all commission books of business contributing to
the Commission Rights payments currently and in future.



     “ACH Debit” means, with respect to any payment hereunder, a wire transfer from the
Collections Account to the CFG Payment Account initiated by the Lender pursuant to the
authorization granted by the ACH Payment Withdrawal Authorization, and hereby expressly ratified by
the Borrower for all purposes (absent Lender’s fraud or willful misconduct).



     “ACH Payment Withdrawal Authorization” means the ACH payment withdrawal authorization
substantially in the form of Exhibit C hereto, and delivered by the Borrower to Lender on the date
hereof.



     “Affiliate” means, with respect to any Person, any other Person that directly
or indirectly through one or more intermediaries controls, is controlled by or is under common
control with such Person. For purposes of this definition, control of a Person means the power,
direct or indirect, to direct or cause the direction of the management and policies of such Person
whether by contract or otherwise and, in any event and without limitation of the foregoing, any
Person owning twenty-five percent (25%) or more of the voting securities of a second Person shall
be deemed to control that second Person.



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     “Borrower” has the meaning set forth in the first paragraph hereof.



     “CFG Payment Account” means that certain bank account maintained by Lender and
referenced in Section 2.4 or any other bank account so designated in writing by the Lender.



     “CFG Service Fee” shall mean a fee of $25.00/month to cover the costs of processing
the loan payments. This fee is to be added to the Loan Payment and is to be included in the
Scheduled Payment.



     “Closing Date” shall mean the date hereof.



     “Co-Borrower” has the meaning set forth in the first paragraph hereof.



     “Collateral” shall mean all the Borrower’s right, title and interest in, to and under
the Borrower’s (i) Accounts Receivable, including, without limitation, Commission Rights (as more
fully described below), (ii) books and records of the Borrower relating to the Accounts Receivable,
(iii) moneys and deposits, including without limitation the property and assets of the Borrower,
(iv) all amendments, supplements, modifications, replacements, additions, accessions,
substitutions, products of any of the foregoing, and (v) proceeds of or relating to the items
described herein. This term specifically includes (x) Commission Rights and each and every
commission book of business related thereto with each and every insurance carrier (including
without limitation the Insurance Companies) with whom Borrower now has contracts or in future has
contracts, (y) all monies received with respect to each such commission book of business on and
after the date hereof or received as an advance payment of amounts which are due on or after the
date hereof, and (z) any property held by Borrower that secures any such commission book of
business. Such books of business are to be considered as assets of the Borrower that may be
liquidated upon the occurrence and during the continuation of a Default or Event of Default solely
at the option of CFG. This term specifically excludes any Excluded Commission Rights, for all
purposes.



     “Collections Account” means that certain bank account, numbered 1004233 maintained
with Trinity Bank, N.A. and subject to the ACH Payment Withdrawal Authorization, and into which all
receipts from the insurance carriers Commission Rights are received. CFG will hold an irrevocable
automatic assignment of the Loan Payment amount on this account.



     “Commission Rights” means all right, title and interest of Borrower or its
Affiliates in or to any commission payments or other compensation for the sale of insurance
policies, including but not limited to any right to receive first year, new, renewal, contingent or
override commission payments, coverage, bonuses, service fees or other similar payments;
provided that for purposes hereof “Commission Rights” shall be limited to compensation
payable on or after the date hereof in respect of the sale of insurance policies (issued before, on
and after the date hereof); and provided, further, that “Commission Rights” shall
include all Commission Rights of Borrower or any Affiliate of Borrower arising from or relating to
(i) any replacement or conversion of any of the policies described above whether such new policy is
written by the Insurance Company that issued the original policy or another insurance company and
whether issued on or after the date hereof, and (ii) the exercise of a policyholder option to
purchase additional coverage without evidence of insurability.



     “Default” means any breach of a term of this Loan Agreement or any of the Loan
Documents.



     “Event of Default” means any of the events specified in this Loan Agreement or any


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of
the other Loan Documents, provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, have been satisfied. If more than one Shortfall event occurs
during the loan term, it may be declared as an Event of Default at the sole discretion of CFG.




     “Excluded Commission Rights” means none.



     “Insurance Company(ies)” means all or any insurers paying the commissions being
pledged, including without limitation, those insurers listed on Schedule 3.18 attached
hereto (as may be amended from time to time).



     “Insurance Contract(s)” means, with respect to any of the Commission Rights, all
contract(s) and agreement(s) between Borrower (and its Affiliates) and the applicable Insurance
Company which provide for or in any way address or affect such Commission Rights.



     “Insurance Policies” means all insurance policies the sale or renewal of which gave
rise to the Commission Rights. The term “Insurance Policy” means any of the Insurance
Policies, as the usage dictates.



     “Late Payment” means a Scheduled Payment that has not been received by 2:00 p.m.
(Delaware time) on the Payment Date.



     “Licenses” means all licenses, permits, certificates of authority, variances,
authorizations, approvals, registrations, franchises, orders and similar consents issued by any
governmental body or other Person.



     “Lien” shall mean any mortgage, deed of trust, deed to secure debt, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), or
preference, priority, or other security agreement or preferential
arrangement of any kind or nature whatsoever, including without limitation, any conditional
sale or other title retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of any financing statement or completion of any
required action under the Uniform Commercial Code (other than any such financing statement filed
for informational purposes only) or comparable law of any jurisdiction to evidence any of the
foregoing.



     “Loan” means a loan made by CFG to the Borrower and the Co-Borrower on the date
hereof, and evidenced by the Promissory Note attached hereto as Exhibit A.



     “Loan Amortization” means standard amortization with daily interest computed using the
parameters contained in Section 2.4 hereof, and as may be amended from time to time in accordance
with the terms hereof.



     “Loan Documents” shall mean this Loan Agreement and its incorporated exhibits, any
financing statements, and all other documents, agreements and instruments or certificates delivered
in connection with this Loan (whether at, prior to or after the closing). All of the Loan Documents
are considered to be part of one and the same agreement. When referred to individually, the
referenced document is understood to be one of the Loan Documents.



     “Loan Payment” means the monthly payment amount specified by the Loan Amortization,
exclusive of the CFG Service Fee.



     “Obligations” means all loans, advances, debts, liabilities and obligations, for the
performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such
performance is then required or contingent, or such amounts are liquidated or determinable) owing
by the Borrower to Lender. This term includes all principal, interest (including all interest that
accrues after the commencement of any case or proceeding by or


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against the Borrower in bankruptcy,
whether or not allowed in such case or proceeding), the CFG Service Fee, expenses, attorneys’ fees
and any other sum chargeable to Borrower under any Loan Document.




     “Payment Date” means the 1st day of each month beginning April 24, 2008 by which the
payment, plus the CFG Service Fee must be received.



     “Person” means any individual, corporation, partnership, limited liability company,
joint venture, association, joint stock company, trust, unincorporated organization or governmental
body, including any nation or government, any state or other political subdivision thereof, and any
agency, department or other entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.



     “Prime Interest Rate” shall mean the prime interest as set forth in the Wall Street
Journal. Changes in the Prime Interest Rate will be applied to the Loan Amortization schedule
beginning in the month following the change and will apply until a subsequent change occurs.



     “Requirements of Law” means any laws, statutes, regulations, rules, codes, by-laws,
guidelines, directives, standards, policies, orders, decrees or ordinances and other requirements
enacted, adopted, issued or promulgated by any Person that is a governmental body.



     “Scheduled Payment” means an automatic payment in the amount of the Loan Payment plus
the CFG Service Fee which is to be transferred to the CFG Payment Account from the Borrower’s
Collections Account each and every month of the loan term on or before the Payment Date. The
specification of this transfer shall be irrevocable.



     “Shortfall” means a payment that is a Late Payment and/or for which the amount
received is less than the payment due under the terms hereof.



     “Shortfall Penalty” means a penalty of 5% of the total Payment Amount due. Any
Shortfall event is subject to the Shortfall Penalty. This penalty is leveled on the Borrower and is
due immediately.



     “Solvent” means, with respect to any Person on a particular date, that on such date
(a) the fair market value of the property of such Person is greater than the total amount of its
liabilities, (b) the present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its debts as they
become absolute and matured, (c) such Person neither believes nor reasonably should believe that it
will incur debts or
liabilities beyond its ability to pay as such debts and liabilities mature and (d) such Person
is not engaged in business or a transaction, and is not about to engage in business or a
transaction, for which its property would constitute an unreasonably small amount of capital.



     “UCC Financing Statements” means any or all Uniform Commercial Code financing
statements substantially in the form of Exhibit D hereto to be filed against the Borrower to
evidence and perfect the security interest granted to the Lender hereunder.



ARTICLE II

LOAN




     Section 2.1. Loan Amount. Borrower agrees that the principal amount of the Loan will
be $1,604,972.00. This Loan is a non-revolving loan, and no amount repaid with respect to the Loan
may be reborrowed.



     Section 2.2. Closing Date Distributions. If, and only if, all conditions for closing
set forth in Article III have been met, the closing will be executed by making distribution of all
funds as follows:


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	CFG (Origination Fee)
	 	$	401,560.78	 
	Payoff of CFG Indebtedness
	 	 	115,470.00	 
	Payoff of Trinity Bank Indebtedness
	 	 	213,474.52	 
	Borrower
	 	 	874,466.70	 






     Section 2.3. Interest.



               (a) The principal amount outstanding on the Loan together with amortized interest shall accrue
interest at the initial rate of 10.25% per annum from the Closing Date. On subsequent dates
throughout the term of the Loan the annual amortized interest rate may be modified so as to
maintain the current annual interest rate as the greater of (x) five (5) percentage points above
the prime rate as defined in the Wall Street Journal as of the first publication day of the month,
and (y) 10%.



               (b) In no event shall the interest charged with respect to the notes (if any) or any other
obligations of Borrower under any Loan Document exceed the maximum amount permitted under the laws
of the State of Delaware or of any other applicable jurisdiction.



               (c) Notwithstanding anything to the contrary herein or elsewhere, if at any time
the rate of interest payable hereunder or under any note or other Loan Document (the “Stated
Rate”) would exceed the highest rate of interest permitted under any applicable Law to be
charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be
so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, that
if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to
the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as
the total interest received is equal to the total interest which would have been received had the
Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter,
the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would
exceed the Maximum Lawful Rate, in which event this provision shall again apply.



               (d) In no event shall the total interest received by the Lender exceed the amount which it
could lawfully have received had the interest been calculated for the full term hereof at the
Maximum Lawful Rate. If, notwithstanding the prior sentence, the Lender has received interest
hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the
reduction of the principal balance of the Loan or to other amounts (other than interest)
payable hereunder, and if no such principal or other amounts are then outstanding, such excess or
part thereof remaining shall be paid to Borrower. In computing interest payable with reference to
the Maximum Lawful Rate applicable to the Lender, such interest shall be calculated at a daily rate
equal to the Maximum Lawful Rate divided by the number of days in the year in which such
calculation is made.




               (e) In computing interest payable with reference to the Maximum Lawful Rate applicable to the
Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided
by the number of days in the year in which such calculation is made.



     Section 2.4. Scheduled Repayments.



               (f) Loan Amortization. Principal and interest per the initial amortized interest rate shall
become due and payable in 36 monthly payments beginning on the first Payment Date of the month
following the date hereof each in the amount of $52,001.52, which includes the monthly CFG Service
Fee. The amount of the monthly payments and the final payment may be adjusted as a consequence of
the terms of this Loan Agreement allowing for fluctuation in the Prime


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Interest Rate. Borrower
shall repay the Loan through scheduled payments on each Payment Date, each equal to the applicable
amount set forth in the loan parameters below (or, if less, the outstanding amount of the Loan):




	 	 	 	 	 
	Loan Parameters	 	 	 	 
	Loan Amount
	 	$	1,604,972.00	 
	Amortized Rate
	 	 	10.25%	 
	First Payment Date
	 	 	April 24, 2008	 
	Payment Amount
	 	$	51,976.52	 
	Service Fee (per month)
	 	$	25.00	 
	Applied to Loan
	 	$	52,001.52	 
	Payment Period
	 	Monthly	 
	Number of Payments
	 	 	36	 






          (b) Application of Collections. At any time and from time to time, (x) Borrower shall
pay (or cause to be paid), or (y) Lender may withdraw via an ACH Debit, amounts on deposit in the
Collection Account to make payments in satisfaction of the Obligations, to the extent then due and
payable. In the absence of a Default or Event of Default, any amounts in the Collections Account in
excess of the amounts required to satisfy the Obligations shall be retained by the Borrower; and




          (c) CFG Payment Account. All payments made in satisfaction of the Obligations
hereunder shall be made via wire transfer of immediately available funds to CFG at its notice
address contained in Section 9.7 of this Agreement or at such other location as CFG shall designate
in writing. Payments received by Lender at or prior to 2:00 p.m. (Delaware time) on any business
day shall be deemed received on such business day. Payments received after 2:00 p.m. (Delaware
time) on any business day or on any day not a business day shall be deemed to have been received on
the following business day.



     Section 2.5. Adjustments. In the event that the interest rate is modified due to a
change in the
prime interest rate, the amortization set forth in Section 2.4(a) will be modified to maintain
the same payment amount but with adjusted term and final payment per the new interest rate.



     Section 2.6. Disputes. All disputes regarding loan payment amounts, payment dates,
outstanding balances, interest paid and principal paid shall be resolved based upon the information
contained in the amortization schedule set forth in Section 2.4(a) or as it may be modified by the
consequences of the actual payments made and their respective payment dates, adjustments pursuant
to Section 2.5, and/or by subsequent agreement between CFG and the Borrower.



     Section 2.7. Prepayments. Payment and prepayments on the Loan shall be applied first
to late charges and other fees and penalties due hereunder, second to reimburse CFG for any costs
and/or expenses incurred by CFG hereunder or under any of the documents attached hereto, third to
accrued interest and the remainder to reduce the principal amount. The Loan may be prepaid in whole
or in part at any time without penalty and without consent of CFG. Any such prepayment shall not
reduce the amount of any regularly scheduled payment unless said prepayment reduces all outstanding


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amounts owed (principal, interest, late fees, and any other charges payable under this Loan
Agreement) to $0.00.




     After deduction of late charges and other fees and penalties due and/or expenses incurred by
CFG, as described in the preceding paragraph, the residual amount will be applied to the Loan
Amortization schedule on the date of receipt, with the consequent modification of the succeeding
balances throughout the remaining term of the Loan Agreement, however as the Loan Agreement may be
modified by changes in the interest rate per changes in the prime interest rate.



     Section 2.8. Late Payment Penalty. Interest and penalties shall accrue on any
payment that is not received by the applicable Payment Date. In such a case, daily interest shall
accrue in the amount of the current annual interest rate from the original date said payment was
due until the date payment is received by CFG, irrespective of the date the Borrower transmitted
said payment. A Shortfall Penalty shall also be due and immediately payable for each Shortfall.



     Section 2.9. Use of Proceeds. The proceeds of the Loan shall be used solely for
business purposes and working capital needs of Borrower.



     Section 2.10. Joint and Several Liability. The Borrower and the Co-Borrower agree to
be jointly and severally liable to make the monthly payments required hereunder and CFG may seek to
collect said payments from either the Borrower or the Co-Borrower at CFG’s sole discretion.



ARTICLE III

CONDITIONS




     Section 3.1. Conditions to Obligation of Lender. The obligation of Lender to
consummate the transactions contemplated hereby is subject to the satisfaction of the following
conditions:



          (d) Representations and Warranties True. The representations and warranties of
Borrower hereunder shall be true and correct in all respects on the date hereof with the same
effect as if then made, and the Borrower shall have performed in all respects all obligations to be
performed by the Borrower hereunder on or prior to the date hereof.




          (e) Loan Documents. Each of the Borrower and Co-Borrower shall have delivered to
Lender this Loan Agreement (including Schedule 3.18 hereof) and each other Loan Document
requested by the Lender to be delivered on or before the date hereof, each such Loan Document shall
be duly executed by each party thereto.




          (f) ACH Payment Withdrawal Authorization. Borrower shall have delivered to the Lender
the ACH Payment Withdrawal Authorization, authorizing the Lender to initiate wire transfers from
the Collections Account to the CFG Payment Account at any time, and
from time to time, to satisfy the Obligations.




          (g) UCC Financing Statements. UCC Financing Statements, in form and substance
satisfactory to the Lender shall have been filed with the appropriate filing office of the State of
Utah.




ARTICLE IV

BORROWER REPRESENTATIONS AND WARRANTIES




     Section 4.1. Existence and Good Standing. Borrower is a corporation duly formed,
validly existing and in good standing under the laws of the State of Delaware, and is duly
qualified to do business in each jurisdiction in which the conduct of its business requires
qualification.



     Section 4.2. Power and Authority. The execution, delivery and performance under
the terms of this Loan Agreement and all other Loan Documents are within the power of the Borrower
and have been duly authorized by all necessary partner, member, manager, and/or shareholder action,
if necessary, are not in contravention of law or the terms of the Borrower’s Articles of
Incorporation or Bylaws (or similar governing documents) or any amendment thereto, or any
indenture, agreement, or


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undertaking to which the Borrower is a party or by which the Borrower is
bound. The Borrower has the power to enter into, and to perform the Obligations hereunder and under
the other Loan Documents, and has taken all necessary legal action to authorize the execution,
delivery and performance of this Loan Agreement and the other Loan Documents to which it is a
party.




     Section 4.3. Binding Effect. This Loan Agreement and the other Loan Documents
constitutes the legal, valid and binding obligations of each of Borrower and Co-Borrower and each
is enforceable in accordance with its terms subject to applicable bankruptcy and insolvency laws
and laws affecting creditor’s rights and the enforcement thereof, generally, and subject to proper
filing and/or recordation of the security documents.



     Section 4.4. Material Contracts; No Liens. All contracts, agreements and general
business arrangements under which Borrower or Co-Borrower conducts business, with any and all
organizations, are in full force and effect. All sources of income to Borrower or Co-Borrower are
free and clear of all security interests, Liens, charges and encumbrances of others, and there have
been no material notices, orders, or other developments or correspondence in respect of the
Commission Rights and payments with respect thereto that have not been disclosed to CFG. Neither
Borrower nor Co-Borrower has sold, pledged, assigned or transferred any right, title or interest in
or to these sources of income and neither have they been levied upon, attached, foreclosed upon,
served, restricted, or subjected to garnishment or other legal process or proceedings, except as
disclosed in writing to CFG.



     Section 4.5. Creditor Matters. There are no attachments, executions, assignments for
the benefit of creditors, or voluntary proceedings in either bankruptcy or under any other debtor
relief laws contemplated by the Borrower or Co-Borrower, or pending or threatened against the
Borrower or Co-Borrower, or the Collateral, excepting those disclosed to CFG.



     Section 4.6. No Violation. The execution, delivery and performance of this Loan
Agreement, and all documents executed pursuant to this Loan Agreement, will not violate any
provision of any law or regulation or of any order or decree of any court or governmental
authority.



     Section 4.7. Governmental Authorization; No Contravention. The execution, delivery and
performance of this Loan Agreement by each of Borrower and Co-Borrower, and the consummation of the
transactions contemplated hereby will not require the consent, approval or authorization of any
Person of public authority which has not been obtained, will not violate, with or without the
giving of notice and/or the passage of time, any Requirements of Law applicable to the Borrower or
Co-Borrower, and will not conflict with or result in a Lien, breach or charge or encumbrance upon
any of the property or assets of the Borrower or Co-Borrower pursuant to any order, judgment,
award, decree, statute, ordinance, regulation or any other restriction of any kind or character, to
which the Borrower or Co-Borrower is a party, or by which the Borrower or Co-Borrower or any of the
assets or properties of the Borrower or CoBorrower may be bound.



     Section 4.8. Judgments. Each of Borrower and Co-Borrower has sufficient
property or assets to satisfy any judgment, award, or decree currently outstanding against the
Borrower or Co-Borrower, except as proceeds of this loan transaction may be used to satisfy any
such judgment, award, or decree and where such application of the Loan proceeds has been approved
by CFG.



     Section 4.9. Tax Matters. There are no federal, state, or municipal tax Liens
outstanding against Borrower or Co-Borrower that have not been made known to CFG, and neither
Borrower nor Co-Borrower has knowledge that procedures to file a federal, state, or municipal Lien
are contemplated by any taxing authority.



     Section 4.10. Full Disclosure. None of the information and/or documents furnished or
to be furnished by the Borrower or Co-Borrower to CFG or any of its representatives in connection
with the execution, delivery and closing of this Loan Agreement is false or misleading or contains
any


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untrue statement of a material fact or omits to state
any material fact required to be stated
to make the statements therein not misleading.




     Section 4.11. No Defaults. Neither Borrower nor Co-Borrower is in default in the
payment or performance of any obligations or any of the covenants or conditions to be performed
pursuant to the terms and provisions of any mortgage, indenture, instrument, security agreement,
contract, agreement or other undertaking to which it is a party or by which it may be bound, except
as disclosed to CFG.



     Section 4.12. Bulk Transfer. The transfer, assignment and conveyance of the Collateral
by Borrower and Co-Borrower pursuant to this Loan Agreement is not subject to the Uniform
Commercial Code bulk transfer provisions or any similar statutory provisions in effect in any
applicable jurisdiction.



     Section 4.13. Solvency. Each of Borrower and Co-Borrower is and after giving effect to
the transactions contemplated by this Loan Agreement will be, Solvent.



     Section 4.14. Fairness of Consideration. Each of Borrower and Co-Borrower
acknowledges that the Loan it will receive under this Loan Agreement constitutes reasonably
equivalent value, as such term is used in section 548 of the United States Bankruptcy Code, 11
U.S.C. § 101 et seq. and as such term is used in sections 4 and 5 of the Uniform Fraudulent
Transfer Act, in exchange for the security interest granted to the Lender in all of the Collateral.



     Section 4.15. Creditors. Neither Borrower nor Co-Borrower is not assigning an interest
in the Collateral to Lender with any intent to hinder, delay or defraud any of Borrower’s or
CoBorrower’s creditors.



     Section 4.16. Collateral. Borrower or Co-Borrower is the sole and absolute
owner of, and has the power to transfer, the Collateral, (b) none of the Collateral constitutes, or
is the proceeds of, “farm products” as defined in §9.1-102(a)(34) of the Uniform Commercial Code of
the State of New York, (c) none of the account debtors or other persons obligated on any of the
Collateral is a governmental authority subject to the Federal Assignment of Claims Act or like
federal, state or local statute or rule in respect of such Collateral, (d) neither Borrower nor
CoBorrower holds any commercial tort claim except as disclosed to the Lender, (e) each of the
Borrower and the Co-Borrower has at all times operated its business in compliance with all
applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable
provisions of federal, state and local statutes and ordinances dealing with the control, shipment,
storage or disposal of hazardous materials or substances, and (f) all other information disclosed
to the Lender pertaining to the
Collateral is accurate and complete in all material respects.



     Section 4.17. Operation. (a) each of Borrower and Co-Borrower is and has been at all
times in compliance with all Requirements of Law regulating the practices of selling insurance
products sold by Borrower or Co-Borrower, including but not limited to applicable Requirements of
Law regulating advertisements or illustrations, requiring mandatory disclosure of policy
information, requiring disclosure of information regarding commissions or other compensation
payable to the Borrower, Co-Borrower or their producers in connection with the sale of insurance
policies, prohibiting the use of unfair methods of competition and deceptive acts or practices and
regulating replacement transactions.



     (b) either Borrower or Co-Borrower is and has been at all times duly appointed by the
appropriate insurance carrier(s) to act as an agent, broker or producer for such insurance carrier
with respect to the sale of the Insurance Policies and duly licensed as an insurance agent, broker
or producer for the sale of the Insurance Policies in the particular jurisdictions in which
Borrower or Co-Borrower, as the case may be, wrote, sold or produced such business. At the time
that each Insurance Policy was marketed and issued, the agent or producer who marketed such
Insurance


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Policy was duly licensed by the appropriate Persons in all states in which the owner of
the policy resided and all states in which the coverage was marketed.




     (c) either Borrower or Co-Borrower was duly appointed by the appropriate insurance carrier to
act as a producer, agent or broker for all business written, sold or produced by Borrower or
Co-Borrower, as the case may be.



     (d) neither Borrower nor Co-Borrower is not involved in any material dispute with any agent,
broker, producer or other Person involving the Insurance Policies or the Commission Rights.



     Section 4.18. Regulatory Filings. Each of Borrower and Co-Borrower has timely filed,
or caused to be timely filed, all reports, statements, documents, registrations, filings or
submissions required to be filed by Borrower or Co-Borrower with any Person in connection with
Borrower’s or Co-Borrower’s business. All such registrations, filings and submissions were in
compliance with all Requirements of Law when filed or as amended or supplemented, and no
deficiencies have been asserted by any such Person with respect to such registrations, filings or
submissions.



     Section 4.19. Commission Rights. Schedule 3.18 contains (i) a true,
correct and complete list of all Insurance Companies together with a summary list of the Insurance
Policies issued by each Insurance Company, and (ii) a listing of commission rates payable to
Borrower by each Insurance Company. The obligations of each Insurance Company in respect of the
Commission Rights are in full force and effect. None of the Commission Rights is, or will be,
subject to any right of set off, rescission, counterclaim, dispute, adverse claim or defense (other
than (1) insurance company rights commonly found in agency agreements permitting rescission or
suspension of the payment of commissions, none of which have been asserted by any Insurance
Company, or (2) a defense that any commission payment is not owed because the underlying Insurance
Policy is no longer in force or any premiums due in respect of such policy have not been paid),
whether arising in connection with the underlying Insurance Policy, the Insurance Contract(s) or
otherwise. All Commission Rights are fully and freely transferable and assignable with the consent
of the Insurance Company(ies), subject to standard restrictions and conditions imposed by the
Insurance Company(ies) and Insurance Contract(s). No Insurance Company or other Person has alleged
in any proceeding or otherwise alleged in writing, that any Commission Rights are illegal or
unenforceable.



     Section 4.20. Insurance Contract(s) and Insurance Policies. Borrower has delivered or
caused to be delivered to Lender or to Lender’s representative a true, correct and complete copy of
each Insurance Contract. Each Insurance Contract and each of the underlying Insurance Policies is
in full
force and effect and constitutes a legal, valid and binding agreement of the respective
Insurance Company(ies), underwriters, brokers, agencies or insured parties thereto, enforceable in
accordance with its terms. Neither Borrower, Co-Borrower nor any other party to an Insurance
Contract, is in violation or breach of or default under such Insurance Contract and no condition
exists or event has occurred and is continuing that with notice or lapse of time or both, would be
a violation or breach of or default under such Insurance Contract or would impair the vesting of
the Commission Rights. To the knowledge of Borrower, there is no existing default under the terms
of the underlying Insurance Policies and no condition exists or event has occurred and is
continuing that with notice, the lapse of time or both would constitute such a default. The
Insurance Contract(s) have not been amended or modified and will not be amended or modified without
the prior written consent of Lender. Neither Borrower nor Co-Borrower has not and will not waive or
otherwise surrender any rights it has under the Insurance 

Contract(s).



     Section 4.21. No Advances, Loan or Extensions. Borrower and Co-Borrower have disclosed
in writing to Lender all advances, loans, or extensions of credit by any Insurance Company(ies) to
Borrower or Co-Borrower.



     Section 4.22. Payments to Collections Account. Each of Borrower and Co-Borrower has


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instructed and will instruct each insurance carrier making any payments with respect to the
Commission Rights and proceeds therefrom to fund any such payments to the Collections Account.




ARTICLE V

COVENANTS




     The Borrower and Co-Borrower jointly and severally covenant and agree that, until the
Obligations hereunder are paid in full, it will do the following, unless specifically waived in
writing by CFG:



     Section 5.1. Maintain Existence. The Borrower shall do, or cause to be done, all
things necessary to preserve, renew and keep in full force and effect Borrower’s corporate
existence (or other organizational existence), along with all rights, licenses and permits. The
Borrower shall at all times maintain, preserve and protect all franchises and trade names and
preserve all Collateral, subject to the right to make reasonable termination of the foregoing
consistent with the best interest of CFG, and from time to time to make, or to cause to be made,
all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so
that the business carried on and in connection therewith may be conducted as presently conducted.



     Section 5.2. [Intentionally omitted]



     Section 5.3. Inspections. Upon reasonable advance notice, the Borrower shall allow any
representative of CFG to visit and inspect any of the properties of the Borrower, the books of
account and other records and files of the Borrower relating to this Loan Agreement, to inspect and
make audits (at CFG’s expense), and to discuss the affairs, business, finances, and accounts that
relate to this Loan Agreement, with the chief financial officer (or similar officer) and members of
senior management, all at such reasonable times and as often as CFG may request, provided,
however, that prior to a Default hereunder, CFG shall not make any such inspection visit
more frequently than twice in each calendar year.



     Section 5.4. Payment and Performance of Obligations. The Borrower shall make full and
timely payments on this Loan Agreement and all other Obligations under the Loan Documents, whether
now existing or hereafter arising and shall duly comply with all terms and covenants contained in
each of the instruments and documents given to CFG pursuant to the Loan Documents at all times and
places in the manner set forth herein. The Borrower shall timely perform all of its
obligations with respect to all other outstanding indebtedness.



     Section 5.5. Notice of Changes. The Borrower shall notify CFG immediately of any
change in the name of the Borrower, the principal place of business of the Borrower, the office
where the books and records of the Borrower are maintained, or any change in the registered agent
for Borrower, or the residence of the Co-Borrower.



     Section 5.6. Production and Tax Reports. The Borrower shall provide CFG with
quarterly production report information suitably describing the then current state of the
commissions book, and renewal and first year commissions receipts for that period. In addition,
Borrower will annually deliver a copy of the Borrower’s tax report, and such financial information
and data as CFG may from time to time request.



     Section 5.7. Protection of Collateral. Each of Borrower and Coi-Borrower agrees to
safeguard the Collateral at all times. Each of Borrower and Co-Borrower agrees to immediately
execute and deliver all documents, including any financing statements, including without
limitation, all documents deemed by CFG to be necessary to protect the interests of CFG in any
Collateral or to accomplish the intent of this Loan Agreement.



     Section 5.8. No Distributions or Assignments. Neither Borrower nor Co-Borrower shall
distribute or assign any policies now in force, or that become in force due to future sales, agency


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and/or book acquisitions or as the result of any other form of acquisition, and/or new
appointments. Any such distributions or assignments will not be made to other agents, agencies or
entities without CFG approval in writing.




     Section 5.9. Books and Records Marked. Each of Borrower and Co-Borrower shall, at its
own expense, indicate in its books and records that a security interest in the Collateral have been
granted to Lender pursuant to this Loan Agreement.



     Section 5.10. Name Change. If the Borrower makes any change in its name,
identity or corporate structure that would make any financing statement or continuation statement
filed in accordance herewith seriously misleading within the applicable provisions of the Uniform
Commercial Code or any title statute, the Borrower shall give Lender written notice thereof at
least forty-five (45) days prior to such change.



     Section 5.11. Other Liens or Interests. Except pursuant to this Loan Agreement,
neither Borrower nor Co-Borrower has nor shall sell, pledge, assign or transfer to any Person, or
grant, create, incur, assume, or suffer to exist any Lien on, or any interest in, to or under the
Collateral, and each of Borrower and Co-Borrower shall defend the right, title and interest of
Lender in, to and under the Collateral against all claims of third parties claiming through or
under Borrower or Co-borrower.



     Section 5.12. Maintenance of Insurance Policies. Neither Borrower, Co-Borrower nor any
Affiliate of Borrower or Co-Borrower shall, directly or indirectly, (i) engage in any effort to
induce any Person to surrender, convert, replace, lapse or forfeit any Insurance Policy, (ii)
encourage any agent or other Person to engage in such efforts or activities, (iii) discuss any such
efforts or activities with any agent or other Person, or (iv) breach or permit the occurrence of a
breach with respect to any agreement with any Insurance Company(ies) that could result in the
impairment of Lender’s receipt of the payments on account of the Collateral.



     Section 5.13. Maintenance of Insurance Contract(s). Neither Borrower nor Co-Borrower
shall amend or modify any Insurance Contract without prior written consent of Lender. Neither
Borrower nor Co-Borrower shall waive or otherwise surrender any rights it has under any Insurance
Contract.



     Section 5.14. Further Assurance. Each of Borrower and Co-Borrower shall take all
actions and execute and deliver all documents reasonably requested by Lender, including execution
and delivery of any additional documents required to maintain the perfection of the security
interest
granted to Lender, including in Collateral arising under any replacement or conversion
policies. At Lender’s request, each of Borrower and Co-Borrower shall obtain from the Insurance
Company(ies) and deliver to Lender at such intervals as Lender may reasonably require, current
listings of the in-force Insurance Policies issued by the Insurance Company(ies), the most recent
commission statements relating to the Collateral in respect of such Insurance Company(ies) and such
other information regarding such Insurance Policies and Collateral as Lender may reasonably
require. In the event that, after the date hereof, any Insurance Company fails to pay Lender any of
the compensation attributable to the Collateral on the grounds that Lender does not hold the
Licenses required by a particular state as a condition of the receipt of such compensation, each of
Borrower and Co-Borrower, at Lender’s written request, shall use its best efforts to collect such
compensation from the Insurance Company and shall promptly remit the amounts collected to Lender or
its designee and shall take any other actions that Lender may reasonably request in order to give
Lender the full benefit of its bargain hereunder.



     Section 5.15. Regulatory Compliance. Each of Borrower and Co-Borrower shall at all
times comply with all Requirements of Law, including, but not limited to, laws, regulations,
directives and opinions of Governmental Bodies relating to advertising, licensing and sales
practice.


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     Section 5.16. Payments to Collections Account. Each of Borrower and Co-Borrower shall
instruct each new insurance carrier making any payments with respect to the Commission Rights and
proceeds therefrom to fund any such payments to the Collections Account.



     Section 5.17. Insurance Company Statements. Promptly upon request therefore,
each of Borrower and Co-Borrower shall provide to CFG copies of all monthly commission statements
Borrower or Co-Borrower receives from each Insurance Company indicating the amount of payments made
with respect to the applicable Commission Rights.



ARTICLE VI

COLLATERAL MATTERS




     Section 6.1. Grant of Security Interest. Each of Borrower and Co-Borrower hereby
grants to the Lender, as secured party (in such capacity, “Secured Party”) a security
interest in the Collateral to secure the payments due per the Loan Documents and the performance in
full of all of the Obligations, and so pledges and assigns to Lender such Collateral, wherever
located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof.



     Section 6.2. Filings. Each of Borrower and Co-Borrower hereby irrevocably authorizes
CFG to, from time to time, file any initial financing statements or amendments thereto (including
financing statements identifying the Collateral as “all assets” or words of similar effect), and
appoint CFG as their attorney-in-fact to file such financing statements or other such instruments
on behalf of the Borrower or Co-Borrower. Each of Borrower and Co-Borrower further ratifies and
confirms the prior filing by Lender of any financing statements which identify Lender as secured
party. Each of Borrower and Co-Borrower shall cooperate fully with Lender in connection with the
rights set forth above and shall execute any and all documents reasonably required to fulfill the
intent of this Section.



     Section 6.3. Location of Collateral. Each of Borrower and Co-borrower shall keep the
Collateral separate and identifiable and at the address of Borrower, as set forth herein, and
neither Borrower nor Co-Borrower shall remove the Collateral from that address without the prior
written consent of the Secured Party.



     Section 6.4. Exercise of Remedies. Should Borrower or Co-Borrower be in default under
the Loan Documents, then the Secured Party may exercise any of the remedies hereunder and the
documents attached thereto. In addition, upon the occurrence and during the continuation of a
Default or Event of Default, each of Borrower and Co-Borrower agrees to assemble the
Collateral and make it available to the Secured Party at a place designated by the Secured Party
that is reasonably convenient to all parties. Unless the Collateral threatens to decline speedily
in value or is of a type customarily sold on a recognizable market, the Secured Party shall give
Borrower and Co-Borrower reasonable notice of the time and place of any public sale of the
Collateral or of the time at which any private sale or any other intended disposition of the
Collateral will be made. The requirement of reasonable notice shall be met if the notice is mailed,
postage prepaid, to the address of Borrower, at least ten (10) days prior to the time of the sale
or disposition. Each of Borrower and Co-Borrower agree to be jointly and severally responsible for
the Secured Party’s expenses incurred in retaking, holding, preparing for sale, and/or selling, or
the like, the Collateral, which expenses shall include reasonable attorney’s fees and legal
expenses incurred by the Secured Party.



     Section 6.5. Notification to Account Debtors and Other Persons Obligated on
Collateral. If an Event of Default shall have occurred and be continuing, each of Borrower and
Co-Borrower shall, at the request of Lender, notify account debtors and other persons obligated on
any of the Collateral of the security interest of Lender in any account, chattel paper, general
intangible, instrument or other Collateral and that payment thereof is to be made directly to
Lender or to any financial institution designated by Lender, and Lender may itself, if a Default or
an Event of Default shall


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have occurred and be continuing, without notice to or demand upon the
Agency, so notify account debtors and other persons obligated on Collateral.




     Section 6.6. Assignments and Redirections. In furtherance of the foregoing, upon the
occurrence and during the continuation of a Default or Event of Default, each of Borrower and
Co-Borrower shall immediately assign and redirect (“Assignment and Redirection
”) any and
all incomes from all Commission Rights and payments with respect thereto and any additional sources
of income, to the Collections Account by means of instructions to the insurance carriers or other
payors providing these income sources. Any such assignments and redirections shall be considered as
irrevocable and shall continue until the Default or Event of Default is cured to the satisfaction
of CFG. Without in any way limiting the respective obligations of Borrower and CoBorrower set forth
above, CFG, in its sole discretion, may exercise such Assignment and Redirection rights by
negotiating and entering into assignment agreements directly with any such insurance carrier or
other payor on behalf of Borrower and Co-Borrower pursuant to the Contingent Power of Attorney
described in Section 6.7.



     Section 6.7. Contingent Power of Attorney. Each of Borrower and Co-Borrower has on and
as of the date hereof executed and delivered to CFG a contingent power of attorney, which is
attached hereto as Exhibit B and is coupled with an interest. Upon the occurrence and during the
continuation of a Default or Event of Default, CFG at its option may invoke and exercise the
Contingent Power of Attorney contained in Exhibit B and CFG shall have the rights and powers
specified therein.



ARTICLE VII

SHORTFALLS; EVENTS OF DEFAULT




     Section 7.1. Shortfall Event.



          (e) In any payment month for which the Loan Payment is received at the CFG Payment Account
later than the Payment Date, or is less than the payment amount due under the terms of this Loan
Agreement, CFG will have the option to declare a Shortfall. If more than one Shortfall has occurred
and been declared by CFG during the term of the Loan, CFG has the option, at its sole discretion,
to declare a Default. If a Shortfall is declared, all available cash then and subsequently received
shall be distributed as follows: first to cover any and all penalties and incurred
expenses, second to accrued interest and finally to Loan principal. This
distribution priority shall obtain until such Shortfall has been cured to the satisfaction of CFG.




          (f) On receipt of a payment after declaration of a Shortfall the loan amortization schedule
will be modified by insertion of the actual payment date and payment amount into the schedule in
the proper date sequence with daily interest computed from the date of the last payment. If the
payment received is less than the interest due, then the unpaid interest due will be added to the
Loan balance calculated at the Payment Date. The next interest will be calculated on this adjusted
balance amount.




     The consequent adjustment in the outstanding balance for that date, and all
subsequent outstanding balances will then apply for the remainder of the term of this Loan
Agreement, with any changes in the loan interest rate due to changes in the Prime Interest Rate
incorporated in the modified amortization schedule.




          (g) Notwithstanding the foregoing, if the Shortfall Penalty and the Shortfall Amount have not
been received by the close of business on a date specified in a formal communication from CFG to
Borrower, then CFG may at its discretion declare a Default.




     Section 7.2. Default. The Borrower and the Co-Borrower, jointly and severally, shall
be in default if any of the following events occurs:



          (h) the Borrower creates more than one Shortfall event during the term of



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the Loan, and CFG
elects to declare a Default rather than a Shortfall. If CFG has declared a Shortfall and determines
that the Shortfall is not being cured to CFG’s satisfaction, then CFG may declare a Default;




          (b) any representation made by the Borrower herein or in any certificate, financial or other
statement furnished at any time under or in connection with this Loan Agreement is untrue or
becomes untrue in any material respect, or if the Borrower fails to disclose any material fact to
CFG, and CFG suffers or may suffer a loss due to said falsehood and/or nondisclosure;




          (c) the Borrower fails to obtain and maintain the insurance policy required by the terms of
this Loan Agreement;




          (d) the Borrower makes or has made a false or misleading statement to CFG or its
representatives;




          (e) the Borrower is dissolved and/or the Co-Borrower is dissolved;



          (f) a petition or complaint under any Federal or State bankruptcy or insolvency laws is filed
by or against the Borrower, or if the Borrower is unable to pay its debts as they become due, or if
the Borrower admits either orally or in writing that it is unable to pay its debts as they become
due;




          (g) CFG believes in good faith that the prospect of payment or performance hereunder is
impaired, or a material, adverse change has occurred in the Borrower’s financial condition;




          (h) the Borrower fails to perform any duty or obligation set forth in this Loan Agreement
and/or the other Loan Documents; or




          (i) the Borrower undertakes to modify the irrevocable payment delivery arrangements required
herein or undertakes to divert designated payments from the Collections Account.




ARTICLE VIII

REMEDIES




     Section 8.1. Generally. In the event that of a default under any Loan Document,
the Borrower and the Co-Borrower each agree to be jointly and severally liable to CFG for all costs
and expenses incurred by CFG in collecting, with or without litigation, the amount owed under this
Loan Agreement and/or in disposing of the Collateral as that term is defined herein, including
reasonable attorney’s fees and court costs.



     In the event of a Default under this Loan Agreement or the other Loan Documents, CFG shall
have the right to accelerate and declare all Obligations hereunder immediately due and payable in
full without demand or notice. CFG shall have all rights and remedies available under applicable
law, including the right to liquidate any and all collateral and assets. CFG shall have the right,
immediately and without further notice or action, to set off against this Loan Agreement any and
all money owed, whether or not due, by CFG to the Borrower. CFG shall not be deemed to have waived
any of its rights or remedies unless done so in a signed and dated writing, nor shall any act,
delay or omission be deemed to be a waiver of any of CFG’s rights or remedies of any kind.



     Each of the Borrower and the Co-Borrower waives presentment, demand, protest, notice of
dishonor and all defenses based on suretyship or impairment of Collateral. Each of the Borrower and
the Co-Borrower waives the benefit of all homestead and other exemptions to the fullest extent
permitted by law.



     If any Default or Event of Default shall occur then without any request or the taking of any
other action by Lender, (i) Borrower shall immediately comply with the provisions of Section 6.6


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with respect to the Assignments and Redirections, (ii) Lender shall, at its option, invoke and
exercise the Contingent Power of Attorney referenced at Section 6.7, and (iii) Lender may invoke
and exercise the confession of judgment rights referenced at Section 8.2 below.




     Section 8.2. Confession of Judgment. In the event of any Default or Event of Default
under this Loan Agreement, including without limitation, any payment under this Loan Agreement not
being paid when due, whether at maturity by acceleration or otherwise, each Borrower hereby
irrevocably appoints and constitutes CFG as Borrower’s duly appointed attorney-at-law to appear in
open court in the Superior Court for the City of Wilmington, Delaware, or in any other court of
competent jurisdiction, and to confess judgment pursuant to the provisions of Title 10 Section 4732
of the Delaware Code, as amended, against Borrower for all principal and interest and any other
amounts due and payable under this Loan Agreement, together with attorney’s fees and collection
fees as provided in this Loan Agreement (to the extent permitted by law). This power of attorney is
coupled with an interest and may not be revoked and/or terminated by the Borrower. This power of
attorney shall not be revoked and/or terminated by virtue of the death, disability and/or
dissolution of the Borrower. No single exercise of the power to confess judgment shall be deemed to
exhaust the power and no judgment against the Borrower shall bar subsequent action or judgment
against such entity against whom the judgment has not been obtained in this Loan Agreement.



ARTICLE IX

GENERAL




     Section 9.1. Time of the Essence. Time is of the essence in connection with the
performance of each of the terms and conditions of this Loan Agreement and all other Loan
Documents.



     Section 9.2. Confidentiality. Borrower shall not disclose the terms of this
Loan Agreement or the other Loan Documents; provided, however, that the foregoing
shall not preclude communications or disclosures necessary to implement the provisions of this Loan
Agreement or to comply with applicable law or the rules or regulations of a national or foreign
stock exchange or self-regulatory organization.



     Section 9.3. Indemnification by Borrower. Borrower shall protect, defend, indemnify
and hold Lender and its assigns and their officers, directors and agents harmless from and against
all losses and expenses of every kind and character resulting from or relating to or arising out of
(i) the inaccuracy, nonfulfillment or breach of any representation, warranty, covenant or agreement
made by Borrower in this Loan Agreement or (ii) any set off, counterclaim, defense or contractual
exclusion asserted by any Insurance Company(ies) with respect to any payment otherwise due Lender
on the Commission Rights.



     Section 9.4. Severability. Any provision of this Loan Agreement which is prohibited by
law or otherwise unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability shall not invalidate or render unenforceable
such provision in any other jurisdiction.



     Section 9.5. Payment of Expenses. Borrower and CFG each agree to pay its own costs and
expenses in connection with the preparation, execution and delivery of this Loan Agreement,
including, without limitation, attorneys and accounting fees. Borrower agrees to pay the reasonable
expenses of CFG (including reasonable attorney’s fees) in connection with the enforcement of the
rights of CFG under this Loan Agreement. CFG agrees to pay the reasonable expenses of Borrower
(including reasonable attorney’s fees) in connection with the enforcement of the rights of Borrower
under this Loan Agreement.



     Section 9.6. Survival; Liabilities After Termination. The respective representations,
warranties, covenants and obligations by each of the parties hereto set forth in or made pursuant
to


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this Loan Agreement and each other Loan Document shall remain in full force and effect until the
repayment in full of the Loan, and the termination of the Loan Documents, except for provisions
which by the their terms survive the termination. Upon termination of the Loan Documents, no party
hereto shall thereafter have any further liability or obligation hereunder; provided,
however, that such termination shall not relieve any party of (a) any liability arising
pursuant to Section 9.2 hereof, (b) for any breach of this Loan Agreement prior to the date of such
termination or (c) for fraud.




     Section 9.7. Notices. All notices, consents, requests and demands to or upon the
respective parties hereto to be effective shall be made in writing and delivered by hand delivery,
US Mail, facsimile, or recognized delivery service and, unless expressly provided herein, shall be
deemed to have been duly given or made when delivered by hand, deposited in the US Mail, postage
prepaid, or sent via facsimile, or recognized delivery service to the addresses or facsimile
numbers set forth below, or to such addresses and facsimile numbers as may be hereafter notified by
the Borrower or CFG or any future assignee of this Loan Agreement:



	 	 	 	 	 
	 	 	To Borrower:
	 

	 	 	 	America’s Healthcare/Rx Plan Agency,
	 

	 	 	 	Inc. 4929 W. Royal Lane Irving, TX 75063
	 

	 	 	 	Attn: Ian Stewart
	 	 	To CFG:
	 

	 	 	 	CFG
	 

	 	 	 	415 4th St. 
	 

	 	 	 	NE Suite 4
	 

	 	 	 	Charlottesville, VA 22902
	 

	 	 	 	ATTN: Mark Cohen
	 

	 	 	 	with a copy to:
	 

	 	 	 	Daniel G. Schmedlen, Jr., Esq.
	 

	 	 	 	33 North Central Avenue, Suite 317
	 

	 	 	 	Medford, OR 97501






     Section 9.8. Further Assurances. Borrower and CFG shall each execute and deliver any
additional documents and instruments and perform any additional acts that may be necessary or
appropriate to effectuate and perform the provisions of this Loan Agreement and the transactions
contemplated hereby.



     Section 9.9. Amendments. The provisions of this Loan Agreement and the other Loan
Documents may only be amended, supplemented, waived or changed in a writing signed by the Borrower
and CFG.



     Section 9.10. Third Parties; Successors and Assigns. The agreements contained in the
Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and
to their respective permitted successors, assigns, heirs, executors, administrators and legal
representatives and are not for the benefit of any third parties.



     Section 9.11. Assignment. Neither the Borrower nor the Co-Borrower may assign,
transfer, or convey by operation of law or otherwise, any of its obligations, duties or assets
under this Loan Agreement without the prior written consent of the Lender, which may be withheld at
the absolute discretion of the Lender. Any unauthorized assignment shall be voidable;
provided, that each of the Borrower and the Co-Borrower hereby agrees that CFG has the
right to assign all of its right, title and interest in this Loan at any time to any third party of
its designation without Borrower’s or the Co-Borrower’s approval and without notice to the Borrower
or the CoBorrower. All terms and conditions of the Loan and its associated Note and Loan Documents,
all exhibits and any amendments shall continue and shall survive unaltered following any such
Assignment by the Lender.



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     Section 9.12. Headings. The section headings herein are for convenience only and shall
not affect the interpretation of this Loan Agreement or any other Loan Document.



     Section 9.13. Governing Law. This Loan Agreement is executed and delivered in
the State of Delaware and shall be construed and enforced in accordance with the laws of this state
without giving effect to its choice of law rules. Any action to enforce this Loan Agreement or any
other Loan Document shall be brought in any state or federal court located within the State of
Delaware for the City of Wilmington, Delaware.



     Section 9.14. Interpretation. This Loan Agreement is deemed to have been drafted by
each and every party hereto and the doctrine of contra proferentum shall not apply in construing
its meaning.



     Section 9.15. Signatures. All signatures appearing on the signature page of this Loan
Agreement are to be construed as specific agreement to and acceptance of all terms and conditions
of this Loan Agreement.



     Section 9.16. Counterparts. This Loan Agreement may be signed by the individual
parties in counterparts such that each signature taken separately is to be construed as if all
parties had signed the same document.



     Section 9.17. Entire Agreement. All exhibits and schedules referred to herein
(including, but not limited to, any schedules that are delivered separately and not attached
hereto) are hereby incorporated by reference into this Loan Agreement as if they were set forth at
length in the text of this Loan Agreement. This Loan Agreement, the exhibits and schedules and all
other Loan Documents delivered pursuant hereto, supersede all prior agreements and undertakings,
both written and oral, of the parties hereto, with respect to the subject matter hereof and
constitute the entire understanding of the parties hereto with respect to the subject matter
hereof.



[signatures to follow]



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SIGNATURE PAGE TO LOAN AND SECURITY AGREEMENT




     WITNESS the following signatures as of the ___ day of March 2008, accepting this Loan Agreement
including all of the conditions of its exhibits:



	 	 	 	 	 
	AMERICA’S HEALTHCARE/RX PLAN AGENCY, INC.	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name: Ian R. Stuart	 	 
	Title: Authorized Signatory	 	 
	 
	 	 	 	 
	ACCESS PLANS USA, INC.	 	 
	 
	 	 	 	 
	By:

	 	/S/ IAN R. STUART	 	 
	 

	 	 	 	 
	Name: Ian R. Stuart, Interim President and C.E.O.	 	 
	 
	 	 	 	 
	CFG LLC	 	 
	 
	 	 	 	 
	By:

	 	/S/ Daniel G. Schmedlen, Jr.	 	 
	 

	 	 	 	 
	Name: Daniel G. Schmedlen, Jr.	 	 
	Title: Vice President	 	 






Loan No. 8005


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