LOAN
      AGREEMENT

    


    This
      LOAN
      AGREEMENT is entered into as of October 20, 2008 between Sea Change Group,
      LLC,
      a New York limited liability company (“LENDER”) with its chief executive office
      located at 60 East 42nd
      Street
      New York, NY 10165 and Innopump, Inc., a Nevada corporation
      (Borrower),
      with its
      chief executive office located at 60 East 42nd
      Street
      New York, NY 10165.

    


    STATEMENT
      OF FACTS

    


    
      	 	
              1)

            	
              The
                LENDER, at the request and for the benefit of Borrower has entered
                into on
                the date hereof, a Loan and Security Agreement with JBCP-24 LLC (“Funding
                Source”) pursuant to which LENDER will obtain from the Funding Source a
                loan in the principal amount of
                $3,445,750.

            


    

    


    
      	 	
              2)

            	
              In
                order to obtain the consent of Gerhard Brugger to certain of the
                transactions contemplated by the above Loan and Security Agreement,
                the
                LENDER has entered into a Cash Collateral Agreement with the Funding
                Source pursuant to which $895,750 of the proceeds of the loan from
                the
                Funding Source will be held in a Cash Collateral Account. The Cash
                Collateral Account will secure certain payment obligations of LENDER
                to
                Gerhard Brugger pursuant to the License Agreement dated as of January
                1,
                2003 between LENDER and Gerhard
                Brugger.

            


    

    


    
      	 	
              3)

            	
              This
                Loan Agreement between Borrower and LENDER is entered into to provide
                to
                Borrower funds to enable Borrower to continue to exploit its agreement
                with LENDER and pursue its business plan acknowledging that the amounts
                being paid hereunder provide no excess to LENDER but only such funds
                as
                will enable LENDER to fully discharge its obligations (including
                expenses)
                under the Loan and Security
                Agreement.

            


    

    


    The
      parties agree as follows

    


    1.
      DEFINITIONS AND CONSTRUCTION

    


    1.1.
      Statement
      of Facts.
      The
      Statement of Facts set forth above is incorporated in and is hereby made a
      part
      of this Agreement.

    


    1.2.
      Terms.
      As used
      in this Agreement, the following terms shall have the following
      meanings:

    


    (a)
      Advances
      means
      all loans, advances and other financial accommodations by LENDER to or on
      account of the Borrower, including those under this Agreement.

    


    (b)
      Agreement
      means
      collectively this Loan Agreement, any concurrent or subsequent rider to this
      Loan Agreement, and any extensions, supplements, amendments, addenda or
      modifications to or in connection with this Loan Agreement or any such
      rider.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (c)
      Authorized
      Officer means
      any
      officer or other representative of Borrower authorized in a writing delivered
      to
      LENDER by an authorized representative of the Borrower to transact business
      with
      LENDER.

    


    (d)
      LENDER
      has
      the
      meaning set forth in the first paragraph above and includes Lender’s successors
      and assigns.

    


    (e)
      LENDER
      Expenses
      means
      all of the following: costs and expenses (whether taxes, assessments, insurance
      premiums or otherwise) required to be paid by Borrower under any of the Loan
      Documents which are paid or advanced by LENDER; filing, recording, publication,
      appraisal and search fees paid or incurred by LENDER in connection with LENDER's
      transactions with Borrower; actual costs and expenses incurred by LENDER in
      the
      disbursement or collection of funds to or from Borrower or its account debtors;
      charges resulting from the dishonor of checks; actual reasonable costs and
      reasonable expenses incurred by LENDER to correct any default or enforce any
      provision of the Loan Documents, and actual reasonable costs and reasonable
      expenses incurred by LENDER in enforcing or defending the Loan Documents or
      otherwise exercising its rights and remedies upon the existence of an Event
      of
      Default, including, but not limited to, actual reasonable costs and reasonable
      expenses incurred in connection with any proceeding, suit, enforcement of
      judgment, or appeal; and LENDER's reasonable attorneys' fees and expenses,
      incurred in advising, structuring, drafting, reviewing, administering, amending,
      modifying, terminating, enforcing, defending, or otherwise representing LENDER
      concerning the Loan Documents or the Obligations; and all costs, expenses and
      obligations (exclusive of any facility, closing and collateral monitoring fees
      which are being replaced by the facility, monitoring and commitment fees payable
      by Borrower hereunder) of LENDER incurred in obtaining from JBCP-24 LLC the
      funds it is advancing to Borrower pursuant to this Agreement.

    


    (f)
      Business
      Day
      means
      any day which is not a Saturday, Sunday, or other day on which banks in the
      State of New York are authorized or required to close.

    


    (g)
      Code
      means
      the
      New York Uniform Commercial Code, as amended or revised from time to
      time.

    


    (h)
      Daily
      Balance
      means
      the amount of the Obligations owed at the end of a given day.

    


    (i)
      Deposit
      Account
      shall
      have the meaning ascribed to such term in the Code.

    


    (j)
      Documents
      shall
      have the meaning ascribed to such term in the Code.

    


    (k)
      ERISA
      means
      the
      Employee Retirement Income Security Act of 1974, as amended, and the regulations
      thereunder.

    


    (l)
      ERISA
      Affiliate
      means
      each trade or business (whether or not incorporated and whether or not foreign)
      which is or may hereafter become a member of a group of which Borrower is a
      member and which is treated as a single employer under ERISA Section 4001(b)
      (1), or IRC Section 414.

     

    
      
         

      

      
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    (m)
      Event
      of Default
      means
      the events specified in Section 8, below.

    


    (n)
      Insolvency
      Proceeding
      means
      any proceeding commenced by or against any person or entity under any provision
      of the federal Bankruptcy Code, as amended, or under any other state or federal
      insolvency law, including assignments for the benefit of creditors, formal
      or
      informal moratoria, compositions, or extensions generally with its
      creditors.

    


    (o)
      Instruments
      shall
      have the meaning ascribed to such term in the Code.

    


    (p)
      IRC
      means
      the
      Internal Revenue Code of 1986, as amended, and the regulations
      thereunder.

    


    (q)
      Loan
      Documents
      means,
      collectively, this Agreement, any Note and any other agreement entered into
      between Borrower and LENDER or by Borrower in favor of LENDER relating to or
      in
      connection with this Agreement or the Obligations, as each of same may be
      amended, modified, renewed, extended or substituted from time to
      time.

    


    (r)
      Multiemployer
      Plan means
      a
multiemployer
      plan as
      defined in ERISA Sections 3(37) or 4001(a) (3) or IRC Section
      414(f).

    


    (s)
      Note
      means
      the promissory note made by Borrower to the order of LENDER concurrently
      herewith in the original principal amount of Three
      Million Four Hundred Forty Five Thousand Seven Hundred Fifty Dollars
      ($3,445,750).

    


    (t)
      Obligations
      means
      all loans, Advances, debts, liabilities (including all interest and amounts
      and
      fees charged to the Obligations pursuant to any agreement authorizing LENDER
      to
      charge the Obligations), obligations, lease payments, guaranties, covenants,
      and
      duties owing by Borrower to LENDER of any kind and description (whether pursuant
      to or evidenced by the Loan Documents or by any other agreement between LENDER
      and Borrower, and irrespective of whether for the payment of money), whether
      made or incurred prior to, on, or after the Termination Date, direct or
      indirect, absolute or contingent, due or to become due, now existing or
      hereafter arising, including any debt, liability or obligation owing from
      Borrower to others which LENDER may obtain by assignment or otherwise, and
      all
      interest thereon and all reasonable actual expenses of LENDER.

    


    (u)
      Plan
      means
      any plan described in ERISA Section 3(2) maintained for employees of Borrower
      or
      any ERISA Affiliate, other than a Multiemployer Plan.

    


    (v)
      Term
      means
      the period from the date of the execution and delivery by LENDER of this
      Agreement through and including the later of (a) the Termination Date and (b)
      the payment and performance in full of the Obligations.

    


    (w)
      Termination
      Date
      means
      (a) June 29, 2009 or (b) if earlier terminated by LENDER pursuant to section
      9.1
      hereof, the date of such termination.

     

    
      
         

      

      
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    1.3.
      Construction.
      Unless
      the context of this Agreement clearly requires otherwise, references to the
      plural include the singular and to the singular include the plural. The words
      hereof,
      herein, hereby, hereunder,
      and
      similar terms in this Agreement refer to this Agreement as a whole and not
      to
      any particular provision of this Agreement. Section, subsection, clause and
      exhibit references are to this Agreement unless otherwise specified. Words
      importing a particular gender mean and include every other gender.

    


    1.4.
      Accounting
      Terms. All
      accounting terms not specifically defined herein shall be construed in
      accordance with generally accepted accounting principles (GAAP) as consistently
      applied. When used herein, the term financial statements shall include the
      notes
      and schedules thereto.

    


    1.5.
      Exhibits.
      All
      of
      the exhibits, addenda or riders attached to this Agreement shall be deemed
      incorporated herein by reference.

    


    1.6.
      Code.
      Any
      terms used in this Agreement which are defined in the Code shall be construed
      and defined as set forth in the Code, unless otherwise defined
      herein.

    


    1.7.
      Materially.
      Material
      and materially
      shall
      mean an amount in excess of Fifty Thousand Dollars ($50,000.00) to the extent
      it
      can be monetarily quantified.

    


    2.
      ADVANCES AND TERMS OF PAYMENT

    


    2.1.
      Term
      Loan.
      LENDER
      has on the date hereof extended a Term Loan Advance in the principal amount
      of
      Three Million Four Hundred Forty Five Thousand Seven Hundred Fifty Dollars
      ($3,445,750), as evidenced by the Note. Such Advance shall be repayable in
      accordance with the provisions of the Note. All principal and any and all
      accrued and unpaid interest, fees charges and expenses shall be due and payable
      upon the Termination Date. Unless otherwise expressly permitted by LENDER in
      writing there shall be no prepayments permitted of the principal balance of
      the
      term loan.

    


    2.2.
      Interest.

    


    (a)
      Except
      where specified to the contrary in the Loan Documents interest shall accrue
      on
      the Daily Balance of the Obligations at the monthly rate (calculated on the
      basis of a thirty day month) of One and Eighty Three Hundredths of One Percent
      (1.83%) per month. Interest shall be paid to LENDER in arrears on the first
      day
      of each month by cash check or wire transfer or at the option of the Borrower
      may be paid in kind (“PIK”) on the first day of each month (if no cash interest
      payment is received by the LENDER from the Borrower on the first day of any
      month, other than on the Termination Date LENDER shall presume that the
      Borrower’s interest payment shall be a PIK payment and shall be added to the
      principal amount of the Note at the first day of each month when interest is
      to
      be paid). Interest as provided for herein shall continue to accrue until the
      Obligations are paid in full.

     

    
      
         

      

      
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    (b)
      In no
      event shall interest on the Obligations exceed the highest lawful rate in effect
      from time to time. It is not the intention of the parties hereto to make an
      agreement which violates any applicable state or federal usury laws. In no
      event
      shall Borrower pay or LENDER accept or charge any interest which, together
      with
      any other charges upon the principal or any portion thereof, exceeds the maximum
      lawful rate of interest allowable under any applicable state or federal usury
      laws. Should any provision of this Agreement or any existing or future Notes
      or
      Loan Documents between the parties be construed to require the payment of
      interest or any other fees or charges which could be construed as interest
      which, together with any other charges upon the principal or any portion thereof
      and any other fees or charges which could be construed as interest, exceeds
      the
      maximum lawful rate of interest, then any such excess shall be applied to the
      remaining principal balance of the Obligations, if any, and the remainder
      refunded to Borrower.

    


    (c)
      Notwithstanding the foregoing, for purposes of this Agreement, it is the
      intention of Borrower and LENDER that “interest” shall mean, and be limited to,
      any payment to LENDER which compensates it for extending credit to Borrower,
      for
      making available to Borrower the credit facility under the Note during the
      term
      of this Agreement and for any default or breach by Borrower of a condition
      upon
      which credit was extended. Borrower and LENDER agree that, for the sole purpose
      of calculating the “interest” paid by Borrower to LENDER, it is the intention of
      Borrower and LENDER that interest shall mean and include, and be expressly
      limited to, any interest accrued on the aggregate outstanding balance of the
      Obligations during the term hereof pursuant to Sections 2.2(A) and 2.2(B);
      and
      any Facility Fee and Closing Fee, and other fees charged to Borrower during
      the
      term hereof. Borrower and LENDER further agree that it is their intention that
      the following fees shall not constitute “interest”: any servicing fees, any
      examination fees, any attorney fees incurred by LENDER, any premiums or
      commissions attributable to insurance guaranteeing repayment, finders’ fees,
      credit report fees, appraisal fees or fees for document preparation or
      notarization. 

    


    2.3.
      Crediting
      Payments. Notwithstanding
      anything to the contrary contained herein, payments received by LENDER after
      11:00 a.m. Eastern time shall be deemed to have been received by LENDER as
      of
      the opening of business on the immediately following Business Day.

    


    2.4.
      Facility
      Fee. In
      consideration of LENDER’s entering into this Agreement, Borrower shall pay
      LENDER a facility fee (the Facility
      Fee)
      of
$400,000,
      which
      shall be payable by the Borrower upon the Termination Date. The Facility Fee
      shall be deemed to have been fully earned upon the execution hereof for the
      entire Initial Term, but which shall not bear interest unless payment thereof
      is
      past due.

    


    2.5.
      Commitment
      Fee. Borrower
      shall pay LENDER fee of $250,000
      (the
Commitment
      Fee)
      which
      shall be payable by the Borrower on the Termination Date. The Commitment Fee
      shall be deemed to have been fully earned upon the execution hereof for the
      entire Initial Term,  but
      which
      shall not bear interest unless payment thereof is past due and which fee shall
      be payable as follows:  One Hundred Twenty Five Thousand Dollars ($125,000)
      shall be payable within one week following the execution of this Agreement
      and
      One Hundred Twenty Five Thousand Dollars ($125,000) shall be payable within
      two
      weeks following the execution of this Agreement.

     

    
      
         

      

      
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    2.6.
      Monitoring
      Fee. Borrower
      shall pay lender in kind a Monitoring Fee in the amount of One
      Hundred Thousand Dollars ($100,000)
      per
      month for 5 consecutive months on the first day of each month commencing
      November 1, 2008 and ending on March 1, 2009. The fee shall be charged to the
      principal balance out standing to LENDER from Borrower and shall be paid in
      cash
      on the Termination Date. Such fees shall not bear interest unless payment
      thereof is past due. 

    


    3.
      TERM

    


    3.1.
      Term.
      This
      Agreement shall become effective upon execution by LENDER and continue in full
      force through the Term. The Note and this Agreement may not be prepaid or
      terminated by the Borrower prior to March 31, 2009 after which date the Note
      may, at the option of the Borrower, be prepaid by the Borrower in whole or
      in
      part without penalty. In addition, LENDER shall have the right to terminate
      this
      Agreement and demand repayment of the Note, immediately at any time upon the
      occurrence of an Event of Default. No such termination shall relieve or
      discharge Borrower of its duties, Obligations and covenants hereunder until
      all
      Obligations have been paid and performed in full. On the Termination Date of
      this Agreement, the Obligations shall be immediately due and payable in full.
      

     

    4.
      REPRESENTATIONS
      AND WARRANTIES AND COVENANTS
      Borrower
      represents and warrants to LENDER, and covenants, the following and
      acknowledges:

    


    4.1.
      Relocation
      of Chief Executive Office. The
      chief
      executive office of Borrower and the location of all books and records of
      Borrower is at the address indicated on the first page of this Agreement and
      Borrower will not, without thirty (30) days' prior written notice to LENDER
      relocate such office.

    


    4.2.
      Due
      Organization and Qualification.  Borrower
      is, and shall at
      all
      times hereafter, be a corporation duly incorporated and existing under the
      laws
      of the state of its incorporation as set forth on the first page hereof, and
      Borrower is, and shall at all times hereafter be, qualified and licensed to
      do
      business and is in good standing in any state in which the conduct of its
      business or its ownership of assets requires that it be so qualified.


    


    4.3.
      Actual
      and Fictitious Name. Borrower’s
      exact name is set forth on the first page hereof and Borrower has not changed
      its name within the last five (5) years. Borrower is conducting its business
      under the trade or fictitious name(s) “Versadial”, and no others. Borrower has
      complied with the fictitious name laws of all jurisdictions in which compliance
      is required in connection with its use of such name(s).

    


    4.4.
      Permits
      and Licenses. Borrower
      holds all licenses, permits, franchises, approvals and consents required for
      the
      conduct of its business and the ownership and operation of its assets. There
      has
      been and there is no claim, suit or other action disputing Borrower’s interests
      in any of the foregoing or in the case of licenses any underlying patents or
      trademarks which are the subject of any such license. 

    


    4.5.
      Due
      Authorization. Borrower
      has the right and power and is duly authorized to enter into the Loan Documents
      to which it is a party.

     

    
      
         

      

      
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    4.6.
      Compliance
      with Organizational Documents. The execution
      by Borrower of the Loan Documents to which it is a party does not constitute
      a
      breach of any provision contained in Borrower's articles of incorporation and
      by-laws, nor does it constitute an event of default under any material agreement
      to which Borrower is now or may hereafter become a party.

    


    4.7.
      Litigation.
      There
      are
      no actions, proceedings or claims pending by or against Borrower, whether or
      not
      before any court or administrative agency and Borrower has no knowledge or
      notice of any pending, threatened or imminent litigation, governmental
      investigations, or claims, complaints, actions, or prosecutions involving
      Borrower. If any such actions, proceedings or claims presently exist or arise
      during the Term, Borrower shall promptly notify LENDER in writing and shall,
      from time to time, notify LENDER of all material events relating
      thereto.

    


    4.8.
      Accuracy
      of Information and No Material Adverse Change in Financial Statements.
All
      information furnished by Borrower to LENDER, and all statements made by Borrower
      to LENDER, including, without limitation, information set forth in any loan
      application and client profile are true, accurate and complete in all respects
      and do not contain any material misstatement of fact or omit to state any
      material facts necessary to make the statements or information contained therein
      not materially misleading. All financial statements relating to
      Borrower which have been or may hereafter be delivered to LENDER (i) have been
      prepared in accordance with GAAP; (ii) fairly present Borrower's financial
      condition as of the date thereof and Borrower's results of operations for the
      period then ended; and (iii) disclose all contingent obligations of Borrower.
      In
      addition no material adverse change in the financial condition of Borrower
      has
      occurred since the date of the most recent of such financial
      statements.

    


    4.9.
      Solvency.
      Excluding
      obligations which may be owed by the Borrower under that certain sublicense
      agreement between Lender and the Borrower, the Borrower is now, and shall be
      at
      all times through the Term, solvent and able to pay its debts (including trade
      debts) as they mature.

    


    4.10.
      ERISA.
      Neither
      Borrower or any ERISA Affiliate, nor any Plan is or has been in violation of
      any
      of the provisions of ERISA, any of the qualification requirements of IRC Section
      401(a), or any of the published interpretations thereof. No lien upon the assets
      of Borrower has arisen with respect to any Plan. No prohibited
      transaction within
      the meaning of ERISA Section 406 or IRC Section 4975(c) has occurred with
      respect to any Plan. Neither Borrower nor any ERISA Affiliate has incurred
      any
      withdrawal liability with respect to any Multiemployer Plan. Borrower and each
      ERISA Affiliate have made all contributions required to be made by them to
      any
      Plan or Multiemployer Plan when due. There is no accumulated funding deficiency
      in any Plan, whether or not waived.

     

    
      
         

      

      
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    4.11.
      Environmental
      Laws and Hazardous Materials. Borrower
      has complied, and at all times through the Term will comply, with all
      Environmental Laws. Borrower has not and will not cause or permit any Hazardous
      Materials to be located, incorporated, generated, stored, manufactured,
      transported to or from, released, disposed of, or used at, upon, under, or
      within any premises at which Borrower conducts its business, or in connection
      with Borrower's business. To the best of Borrower's knowledge, no prior owner
      or
      operator of any premises at which Borrower conducts its business has caused
      or
      permitted any of the above to occur at, upon, under, or within any of the
      premises. Borrower will not permit any lien to be filed against its assets
      under
      any Environmental Law, and will promptly notify LENDER of any proceeding,
      inquiry or claim relating to any alleged violation of any Environmental Law,
      or
      any alleged loss, damage or injury resulting from any Hazardous Material. LENDER
      shall have the right to join and participate in, as a party if it so elects,
      any
      legal or administrative proceeding initiated with respect to any Hazardous
      Material or in connection with any Environmental Law. "Hazardous Material"
      includes without limitation any substance, material, emission, or waste which
      is
      or hereafter becomes regulated or classified as a hazardous substance, hazardous
      material, toxic substance or solid waste under any Environmental Law, asbestos,
      petroleum products, urea formaldehyde, polychlorinated biphenyls (PCBs), radon,
      and any other hazardous or toxic substance, material, emission or waste.
      Environmental Law means the Comprehensive Environmental Response, Compensation,
      and Liability Act of 1980, as amended, the Resource Conservation and Recovery
      Act of 1976, the Hazardous Materials Transportation Act, the Toxic Substances
      Control Act, the regulations pertaining to such statutes, and any other safety,
      health or environmental statutes, laws, regulations or ordinances of the United
      States or of any state, county or municipality in which Borrower conducts its
      business.

    


    4.12.
      Tax
      Compliance. Borrower
      has filed all tax returns required to be filed by it and has paid all taxes
      due
      and payable on said returns and on any assessment made against it or its
      assets.

    


    4.13.
      Reliance
      by LENDER; Cumulative. Each
      warranty, representation and agreement contained in this Agreement shall be
      conclusively presumed to have been relied on by LENDER regardless of any
      investigation made or information possessed by LENDER. The warranties,
      representations and agreements set forth herein shall be cumulative and in
      addition to any and all other warranties, representations and agreements which
      Borrower shall now or hereafter give, or cause to be given, to
      LENDER.

    


    4.14.
      Use
      of Proceeds. The
      proceeds of the Advance will be used by Borrower for the purposes set forth
      on
      Schedule 4.14 annexed hereto and use thereof shall be deemed to be in compliance
      with this Agreement. 

    


    4.15.
      Borrower’s
      Deposit Account. The
      deposit account listed on Schedule 4.15 hereof is a deposit account belonging
      to
      the Borrower.   

     

    5.
      AFFIRMATIVE COVENANTS: Borrower
      covenants and acknowledges that during the Term Borrower shall comply with
      all
      of the following:

     

    
      
         

      

      
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    5.1.
      Financial
      Statements, Reports, Certificates. Borrower shall
      deliver to LENDER: (a) as soon as available, but in any event within thirty
      (30)
      days after the end of each month during the Term, a balance sheet and profit
      and
      loss statement prepared by Borrower covering Borrower's operations during such
      period; and (b) as soon as available, but in any event within one hundred twenty
      (120) days after the end of each of Borrower's fiscal years, financial
      statements of Borrower for each such fiscal period, prepared on a review basis
      by independent certified public accountants acceptable to LENDER (Borrower’s
      present accounting firm being presently acceptable to LENDER). Such financial
      statements shall include a balance sheet and profit and loss statement, and
      the
      accountants' management letter, if any, and shall be prepared in accordance
      with
      GAAP. Together with the above, Borrower shall also deliver any other report
      reasonably requested by LENDER relating to the financial condition of Borrower
      and a certificate signed by its chief executive or chief financial officer
      on
      behalf of the Borrower, to the effect that all reports, statements or computer
      prepared information of any kind or nature delivered or caused to be delivered
      to LENDER under this Section fairly present its financial condition in all
      material respects and that to the best of his knowledge there exists on the
      date
      of delivery of such certificate to LENDER no condition or event which
      constitutes an Event of Default.

    


    5.2.
      Tax
      Returns, Receipts. Borrower
      shall deliver to LENDER copies of each of its future federal income tax returns,
      and any amendments thereto, within thirty (30) days of the filing thereof.
      Borrower further shall promptly deliver to LENDER, upon request, satisfactory
      evidence of Borrower's payment of all withholding and other taxes required
      to be
      paid by it.

    


    5.3.
      Taxes.
      All
      Federal, state and local assessments and taxes, whether real, personal or
      otherwise, due or payable by, or imposed, levied or assessed against Borrower
      or
      any of its assets or in connection with Borrower's business shall hereafter
      be
      paid in full, before they become delinquent or before the expiration of any
      extension period, unless contested in good faith and properly reserved for
      and
      any lien resulting therefrom is subordinate to the LENDER’s liens hereunder or
      secured by a bond issued for the LENDER’s benefit by an insurer acceptable to
      the LENDER in its good faith discretion. Borrower shall make due and timely
      payment or deposit of all federal, state and local taxes, assessments or
      contributions required of it by law, and will execute and deliver to LENDER,
      on
      demand, appropriate certificates attesting to the payment or deposit
      thereof.

     

    5.4.
      LENDER
      Expenses. Borrower shall
      immediately and without demand reimburse LENDER for all LENDER Expenses and
      Borrower hereby authorizes the payment of such LENDER Expenses. 

    


    5.5.
      Compliance
      With Law. Borrower
      shall comply, in all material respects, with the requirements of all applicable
      laws, rules, regulations and orders of governmental authorities relating to
      Borrower and the conduct of its business.

    


    5.6.
      Accounting
      System. Borrower
      at all times hereafter shall maintain a standard and modern system of accounting
      in accordance with GAAP with ledger and account cards or computer tapes, disks,
      printouts and records pertaining to its business containing such information
      as
      may from time to time be requested by LENDER.

     

    6.
      NEGATIVE COVENANTS
      Borrower
      covenants and acknowledges that other than as may be expressly set forth to
      the
      contrary on the schedule 4.14 for the use of proceeds, during the Term Borrower
      shall not undertake any of the following:

     

    
      
         

      

      
        -
          9
          -

        
          

        

      

      
         

      

    


    6.1.
      Extraordinary
      Transactions and Disposal of Assets. (A) Enter
      into any transaction not in the ordinary and
      usual
      course of its business as conducted on the date hereof, including but not
      limited to the sale, lease, disposal, movement, relocation or transfer, whether
      by sale or otherwise, of any of its assets; (B) consent to any amendment or
      modification or termination of the License Agreement (C) grant any new
      sublicense with respect to, the intellectual property which is the subject
      of
      the Sublicense Agreement between LENDER and Borrower, (D) incur (i) any
      indebtedness for borrowed money or purchase money indebtedness for Equipment,
      or
      (ii) any other indebtedness outside the ordinary and usual course of its
      business as conducted on the date hereof; (D) make any advance or loan to any
      third party; or (D) grant a lien on any of its assets except in favor of
      LENDER.

    


    6.2.
      Change
      Name, etc. Change
      its name, business structure, jurisdiction of incorporation or formation as
      applicable, or identity, or add any new fictitious name.

    


    6.3.
      Merge,
      Acquire.
      Merge,
      acquire, or consolidate with or into any other business
      organization.

    


    6.4.
      Guaranty.
      Guaranty
      or otherwise become in any way liable with respect to the obligations of any
      third party, except by endorsement of instruments or items of payment for
      deposit to the account of Borrower for negotiation and delivery to
      LENDER.

    


    6.5.
      Restructure.
      Make
      any
      material change in its financial structure or business operations.

    


    6.6.
      Prepayments.
      Prepay
      any existing indebtedness owing to any third party other than trade
      payables.

    


    6.7.
      Loans
      and Advances. Other
      than as may be otherwise expressly set forth in Schedule 6.7 hereof,
      make any
      loans, advances or extensions of credit to any officer, director, executive
      employee or shareholder of Borrower (or any relative of any of the foregoing),
      or to any entity which is a subsidiary of, related to, affiliated with or has
      common shareholders, officers or directors with Borrower. 

    


    6.8.
      Accounting
      Methods. Modify
      or
      change its method of accounting or enter into, modify or terminate any agreement
      presently existing or at any time hereafter entered into with any third party
      for the preparation or storage of Borrower's records of Accounts and financial
      condition without said party agreeing to provide LENDER with information
      regarding Borrower’s business or Borrower's financial condition. Other than with
      respect to Borrower’s attorneys, Borrower waives the right to assert a
      confidential relationship, if any, it may have with any such third party in
      connection with any information requested by LENDER hereunder, and agrees that
      LENDER may contact any such party directly in order to obtain such
      information.

    


    6.9.
      Business
      Suspension.
      Suspend
      or go out of business.

    


    7.
      EVENTS OF DEFAULT
      The
      occurrence and continuance of any one or more of the following events shall
      constitute an Event of Default by Borrower hereunder:


    
      
         

      

      
        -
          10
          -

        
          

        

      

      
         

      

    

     

    7.1.
      Failure
      to Pay. Borrower's
      failure to pay when due and payable, or when declared due and payable, any
      portion of the Obligations (whether principal, interest, taxes, LENDER Expenses,
      or otherwise);

    


    7.2.
      Failure
      to Perform.
      Borrower's failure in any material manner to perform, keep or observe any term,
      provision, condition, representation, warranty, covenant or agreement contained
      in this Agreement, in any of the Loan Documents or in any other present or
      future agreement between Borrower and LENDER;

    


    7.3.
      Misrepresentation.
      Any
      misstatement or misrepresentation of a nature now or hereafter exists in any
      warranty, representation, statement, aging or report made to LENDER by, Borrower
      or any officer, employee, agent or director thereof which is of a material
      nature or which otherwise adversely affects Lender’s interests, rights or
      remedies, or if any such warranty, representation, statement, aging or report
      is
      withdrawn by such person;

    


    7.4.
      Material
      Adverse Change. There
      is
      a material adverse change in Borrower's business or financial
      condition;

    


    7.5.
      Material
      Impairment. There
      is
      a material impairment of the prospect of repayment of the
      Obligations;

    


    7.6.
      Levy
      or Attachment. Any
      material portion of Borrower's assets is attached, seized, subjected to a writ
      or distress warrant or is levied upon, or comes into the possession of any
      judicial officer or assignee;

    


    7.7.
      Insolvency
      by Borrower. An
      Insolvency Proceeding is commenced by Borrower;

    


    7.8.
      Insolvency
      Against Borrower. (A) An
      Insolvency Proceeding is commenced against Borrower or (B) an order for relief
      under the Bankruptcy Code, or similar order in any other Insolvency proceeding
      is entered against Borrower;

    


    7.9.
      Injunction
      Against Borrower. Borrower
      is enjoined, restrained or in any way prevented
      by court order from continuing to conduct all or any material part of its
      business;

    


    7.10.
      Government
      Lien. A
      notice
      of lien, levy or assessment is filed of record with respect to any of Borrower's
      assets by the United States Government, or any department, agency or
      instrumentality thereof, or by any state, county, municipal or other
      governmental agency, or any taxes or debts owing at any time hereafter to any
      one or more of such entities becomes a lien, whether choate or otherwise, upon
      any of Borrower's assets and the same is not paid on the payment date
      thereof;

    


    7.11.
      Judgment.
      Judgments
      in the aggregate at any time out standing in excess of $100,000 are entered
      against Borrower;

    


    7.12.
      Default
      to Third Party. There
      is
      a default which continues beyond any applicable grace period in any agreement
      to
      which Borrower is a party or by which binds Borrower or any of their assets,
      the
      cancellation of which would have a material adverse effect upon the business
      or
      prospects of the Borrower;


    
      
         

      

      
        -
          11
          -

        
          

        

      

      
         

      

    


    7.13.
      ERISA
      Violation. A
      prohibited
      transaction within
      the meaning of ERISA Section 406 or IRC Section 1975(c) shall occur with respect
      to a Plan which could have a material adverse effect on the financial condition
      of Borrower; any lien upon the assets of Borrower in connection with any Plan
      shall arise; Borrower or any ERISA Affiliate shall completely or partially
      withdraw from a Multiemployer Plan and such withdrawal could, in the opinion
      of
      LENDER, have a material adverse effect on the financial condition of Borrower.
      Borrower or any of its ERISA Affiliates shall fail to make full payment when
      due
      of all amounts which Borrower or any of its ERISA Affiliates may be required
      to
      pay to any Plan or any Multiemployer Plan as one or more contributions thereto;
      Borrower or any of its ERISA Affiliates creates or permits the creation of
      any
      accumulated funding deficiency, whether or not waived; the voluntary or
      involuntary termination of any Plan which termination could, in the opinion
      of
      LENDER, have a material adverse effect on the financial condition of Borrower
      or
      Borrower shall fail to notify LENDER promptly and in any event within ten (l0)
      days of the occurrence of an event which constitutes an Event of Default under
      this clause or would constitute an Event of Default upon the exercise of
      LENDER's judgment; or

    


    7.14.
      The
      occurrence of any event which constitutes a default of, or breach under, any
      agreements between Fursa Master Global Event Driven Fund, L.P. and/or Versadial,
      Inc. or Borrower. that, in and of itself, or through the passage of time or
      the
      giving of notice or both, would give rise to the right of Fursa Master Global
      Event Driven Fund, L.P. to exercise any rights or remedies against any of the
      assets of Versadial, Inc. and/or Borrower.  

    


    7.15.
      Notwithstanding anything contained in this Section to the contrary, LENDER
      shall
      refrain from exercising its rights and remedies and an Event of Default shall
      not be deemed to have occurred by reason of (A) the occurrence of any of the
      events set forth in Sections 7.6, 7.10, 7.11 or 7.13 hereof if, within fifteen
      (15) days from the date thereof, the same is released, discharged, dismissed,
      bonded against or satisfied; or (B) the occurrence of an event under section
      7.8(A) hereof if it is discharged within thirty (30) days; or (C) the occurrence
      of an event under section 7.9 hereof if it is discharged within fifteen (15)
      days. 

    


    8.
      LENDER'S RIGHTS AND REMEDIES

    


    8.1.
      Rights
      and Remedies. Upon
      the
      occurrence and existence of an Event of Default, LENDER may, at its election,
      without notice of such election and without demand, do any one or more of the
      following:

    


    (a)
      Declare all Obligations, whether evidenced by the Loan Documents or otherwise,
      immediately due and payable in full (except that upon the occurrence of an
      Event
      of Default under Section 7.8B) all Obligations shall automatically become
      due).


    
      
         

      

      
        -
          12
          -

        
          

        

      

      
         

      

    


    (b)
      Cease
      advancing money or extending credit to or for the benefit of Borrower under
      the
      Loan Documents or under any other agreement between Borrower and
      LENDER;

    


    (c)
      Terminate this Agreement as to any future liability or obligation of LENDER,
      but
      without affecting LENDER's rights and without affecting the
      Obligations;

    


    8.2.
      Cumulative
      Rights and Remedies.
      In
      addition to the foregoing, LENDER shall have all rights and remedies provided
      by
      law (including those set forth in the Code) and any rights and remedies
      contained in any Loan Documents and all such rights and remedies shall be
      cumulative.

    


    8.3.
      No
      Waiver.
      No delay
      on the part of LENDER in exercising any right, power or privilege under any
      Loan
      Document shall operate as a waiver, nor shall any single or partial exercise
      of
      any right, power or privilege under such Loan Documents or otherwise, preclude
      other or further exercise of any such right, power or privilege.

    


    9.
      WAIVERS

    


    9.1.
      Demand,
      Protest. Borrower
      waives demand, protest, notice of protest, notice of default or dishonor, notice
      of payment and nonpayment, notice of any default, notice of intention to
      accelerate, notice of acceleration, and notice of nonpayment at maturity.
      Borrower hereby consents to any extensions of time of payment or partial payment
      at, before or after the Termination Date.

    


    9.2.
      Limitation
      of Damages. In
      any
      action or other proceeding against LENDER under this Agreement or relating
      to
      the transactions between LENDER and Borrower, Borrower waives the right to
      seek
      any consequential or punitive damages.

    


    10.
      NOTICES

    


    10.1.
      Unless otherwise provided herein, all consents, waivers, notices or demands
      by
      any party relating to the Loan Documents shall be in writing and (except for
      financial statements and other informational documents which may be sent by
      first-class mail, postage prepaid) shall be telecopied (followed up by a
      mailing), personally delivered or sent by registered or certified mail, postage
      prepaid, return receipt requested, or by receipted overnight delivery service
      to
      Borrower or to LENDER, as the case may be, at their addresses set forth
      below

    


    If to Borrower:                                                               Innopump,
      Inc.

    60
      East
      42nd
      Street

    New
      York,
      NY 10165

    Attention:
      Geoffrey Donaldson

    Phone#
      212-808-0607

    Fax#
      212-808-0113

    


    If
      to
      Lender:                                                               Sea
      Change Group, LLC


    
      
         

      

      
        -
          13
          -

        
          

        

      

      
         

      

    


    60
      East
      42nd
      Street

    New
      York,
      NY 10165

    Attention:
      Geoffrey Donaldson

    Phone#
      212-808-0607

    Fax#
      212-808-0113

    


    With
      a copy to (which shall

    not
      constitute notice)  

    


    Robert
      Barandes, Esq.

    Beckman,
      Lieberman & Barandes LLP

    116
      John
      Street, Suite 1313

    New
      York,
      NY 10038

    Phone :
      (212) 608-3500

    Fax :
      (212) 608-9687

    Email :
      rbarandes@blbllp.com  

    


    10.2.
      Any
      party may change the address at which it is to receive notices hereunder by
      notice in writing in the foregoing manner given to the other. All notices or
      demands sent in accordance with this Section shall be deemed received on the
      earlier of the date of actual receipt or five (5) calendar days after the
      deposit thereof in the mail or on the date telecommunicated if
      telecopied.

    


    11.
      DESTRUCTION OF BORROWER'S DOCUMENTS

    


    11.1.
      All
      documents, schedules, invoices, agings or other papers delivered to LENDER
      may
      be destroyed or otherwise disposed of by LENDER four (4) months after they
      are
      delivered to or received by LENDER, unless Borrower requests, in writing, the
      return of the said documents, schedules. invoices or other papers and makes
      arrangements, at Borrower's expense, for their return.

    


    12.
      GENERAL PROVISIONS

    


    12.1.
      Effectiveness.
      This
      Agreement shall be binding and deemed effective when executed by Borrower and
      executed and delivered by LENDER.

    


    12.2.
      Successors
      and Assigns. This
      Agreement shall bind and inure to the benefit of the respective successors
      and
      assigns of each of the parties; provided,
      however, that
      Borrower may not assign this Agreement or any rights hereunder and any
      prohibited assignment shall be absolutely void. No consent to an assignment
      by
      LENDER shall release Borrower from its Obligations. Without notice to or the
      consent of Borrower, LENDER may assign this Agreement and its rights and duties
      hereunder and LENDER reserves the right to sell, assign, transfer, negotiate
      or
      grant participations in all or any part of, or any interest in LENDER's rights
      and benefits hereunder. In connection therewith, LENDER may disclose all
      documents and information which LENDER now or hereafter may have relating to
      Borrower or Borrower's business. Borrower hereby consents to, and authorizes
      LENDER to, prepare and distribute a "tombstone", to issue a press release,
      or
      otherwise disseminate information to newspapers, trade journals, and other
      sources, describing the nature of, and closing of the credit facilities provided
      for herein, which may include Borrower's name as well as other general
      information about Borrower and the credit facilities. Borrower
      and LENDER do not intend any of the benefits of the Loan Documents to inure
      to
      any third party, and no third party shall be a third party beneficiary hereof
      or
      thereof.


    
      
         

      

      
        -
          14
          -

        
          

        

      

      
         

      

    


    12.3.
      Section
      Headings. Headings
      and numbers have been set forth herein for convenience only.

    


    12.4.
      Interpretation.
      Neither
      this Agreement nor any uncertainty or ambiguity herein shall be construed or
      resolved against LENDER or Borrower, whether under any rule of construction
      or
      otherwise. On the contrary, this Agreement has been reviewed by each party
      and
      shall be construed and interpreted according to the ordinary meaning of the
      words used so as to fairly accomplish the purposes and intentions of the parties
      hereto.

    


    12.5.
      Severability
      of Provisions. Each
      provision of this Agreement shall be severable from every other provision of
      this Agreement for the purpose of determining the legal enforceability of such
      provision.

    


    12.6.
      Amendments in Writing. This
      Agreement cannot be changed or terminated orally. This Agreement supersedes
      all
      prior agreements, understandings and negotiations, if any, all of which are
      merged into this Agreement. THIS
      AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
      AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREIN AND THEREIN,
      AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
      ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
      BETWEEN THE PARTIES.

    


    12.7.
      Counterparts
      and Facsimile Signatures. This
      Agreement may be executed in any number of counterparts each of which, when
      executed and delivered, shall be deemed to be an original and all of which,
      when
      taken together, shall constitute but one and the same Agreement. Any signature
      to a Loan Document delivered by a party via telecopy transmission or other
      electronic means shall be deemed to be an original signature.

    


    12.8.
      Indemnification.
      Borrower
      hereby indemnifies, protects, defends and saves harmless LENDER and any member,
      officer, director, official, agent, employee and attorney of LENDER, and their
      respective heirs, successors and assigns (collectively, the "Indemnified
      Parties"), from and against any and all losses, damages, expenses or liabilities
      of any kind or nature other than arising from their gross negligence of willful
      misconduct and from any suits, claims or demands, including reasonable counsel
      fees incurred in investigating or defending such claim, suffered by any of
      them
      and caused by, relating to, arising out of, resulting from, or in any way
      connected with the Loan Documents and the transactions contemplated therein
      (unless caused by the gross negligence or willful misconduct of the Indemnified
      Parties) including, without limitation: (a) losses, damages, expenses or
      liabilities sustained by LENDER in connection with any environmental cleanup
      or
      other remedy required or mandated by any Environmental Law pertaining to the
      Borrower’s premises; (b) any untrue statement of a material fact contained in
      information submitted to LENDER by Borrower or the omission of any material
      fact
      necessary to be stated therein in order to make such statement not misleading
      or
      incomplete in any material manner; (c) the failure of Borrower to perform any
      obligations required to be performed by Borrower under the Loan Documents;
      and
      (d) the ownership, construction, occupancy, operations, use and maintenance
      of
      any of Borrower's assets. The provisions of this Section shall survive
      termination of this Agreement and the other Loan Documents.


    
      
         

      

      
        -
          15
          -

        
          

        

      

      
         

      

    


    13.
      CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER

    


    13.1.
      THE
      VALIDITY OF THE LOAN DOCUMENTS, THEIR CONSTRUCTION, INTERPRETATION, AND
      ENFORCEMENT AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER,
      GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
      OF
      NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES AGREE
      THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THE LOAN DOCUMENTS
      SHALL BE TRIED AND LITIGATED ONLY IN THE STATE COURTS LOCATED IN THE COUNTY
      OF
      NEW YORK, STATE OF NEW YORK, THE FEDERAL COURTS LOCATED IN THE SOUTHERN DISTRICT
      OF NEW YORK, OR AT THE SOLE OPTION OF LENDER, IN ANY OTHER COURT IN WHICH LENDER
      SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER
      JURISDICTION OVER THE MATTER IN CONTROVERSY. BORROWER
      AND LENDER EACH WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE RIGHT
      TO A TRIAL BY JURY
      IN ANY
      PROCEEDING UNDER THE LOAN DOCUMENTS OR RELATING TO THE DEALINGS OF BORROWER
      AND
      LENDER AND ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF "FORUM NON
      CONVENIENS" OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
      ACCORDANCE WITH THIS SECTION.

    


    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK

    


    Borrower
      and LENDER have executed and delivered this Agreement at New York as of the
      date
      first above written.

    


    
      	
              INNOPUMP,
                INC.

            
	
              a
                Nevada corporation

            
	 
	
              Signed by:

            	
              /s/ Geoffrey Donaldson

            
	
              Print Name:Geoffrey Donaldson

            
	
              Title/Capacity:President

            


    


    
      
         

      

      
        -
          16
          -

        
          

        

      

      
         

      

    


    


    
      	
              SEA
                CHANGE GROUP, LLC,

            
	
              a
                New York limited liability company

            
	 
	
              Signed by:

            	
              /s/ Geoffrey Donaldson

            
	
              Print Name:
                Geoffrey Donaldson

            
	
              Capacity:
                Managing Member

            


    


    
      
         

      

      
        -
          17
          -

        
          

        

      

      
         

      

    


    Schedule
      5.16

    


    USE
      OF
      PROCEEDS OF LOAN ADVANCE

    


    Per
      approved transmissions and payment instructions 

    with
      balance applied to general overhead and working capital


    
      
         

      

      
        -
          18
          -

        
          

        

      

      
         

      

    


    Schedule
      5.20

    


    Deposit
      Account of Borrower

    


    Innopump,
      Inc. d/b/a/ Versadial

    305
      Madison Avenue, Suite 4510

    New
      York,
      NY 10165

    


    Account
      # 39610447

    


    Bank
      Name, address, and Wire Transfer Instructions:


     

    
      
        	
                Citibank

              
	
                460
                  Park Avenue

              
	
                New
                  York, New York 10022

              


      

    

     

    ABA
      #
      021000089


    
      
         

      

      
        -
          19
          -