CHANGE IN TERMS AGREEMENT


  


	Principal 
 $475,000.00	
        Loan Date

        03-15-2012
	Maturity
 11-15-2012	Loan No 
 31000218	Call/Coll	Account	Officer
 ***	Initials
	 	 	 	 	500BUSASTS	 	 	 


 


	References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or  item.

Any item above containing "***" has been omitted due to text length limitations.


 


	Borrower: 	
        ECSI International, Inc.

        790 Bloomfield Avenue, Suite C-1

        Clifton, NJ 07012
	Lender:	
        Atlantic Stewardship Bank 

Lending 

        400 Hamburg Turnpike 

Wayne, NJ 07470

	 	 	 	 


 


	Principal Amount: $475,000.00	Date of Agreement: March 15, 2012


 


DESCRIPTION OF EXISTING INDEBTEDNESS.
Originate note dated March 15, 2011.


 


DESCRIPTION OF CHANGE IN TERMS. Extending
the maturity date to November 15, 2012 and payment and late charge as Indicated below. All other terms and conditions will remain
the same.


 


PROMISE TO PAY. ECSI International,
Inc. ("Borrower") promises to pay to Atlantic Stewardship Bank ("Lender"), or order, in lawful money of the
United States of America, the principal amount of Four Hundred Seventy-five Thousand & 00/100 Dollars ($475,000.00) or so much
as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated
from the date of each advance until repayment of each advance. Borrower also promises to pay all applicable fees and expenses.


 


PAYMENT. Borrower will pay this loan
in one payment of all outstanding principal plus all accrued unpaid interest on November 15, 2012. In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment date, beginning April 15, 2012, with all subsequent
interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments
will be applied first to any unpaid collection costs; then to any late charges; then to any accrued unpaid interest; and then to
principal. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.


 


VARIABLE INTEREST RATE. The interest
rate on this loan is subject to change from time to time based on changes in an independent Index which is the Prime rate as published
in the Wall Street Journal. When a range of rates has been published, the higher of the rates will be used (the "Index").
The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term
of this loan. Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate
upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may
make loans based on other rates as well. The Index currently is 3.250% per annum. Interest on the unpaid principal balance of
this loan will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 0.250 percentage
points over the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial
rate of 4.500% per annum based on a year of 360 days. NOTICE: Under no circumstances will the interest rate on this loan be less
than 4.500% per annum or more than the maximum rate allowed by applicable law.


 


INTEREST CALCULATION METHOD. Interest
on this loan is computed on a 365/360 basis; that is, by applying the ratio of the Interest rate over a year of 360 days, multiplied
by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest
payable under this loan is computed using this method.


 


PREPAYMENT. Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing,
relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will
reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse",
or similar language. If Borrower sends such a payment. Lender may accept it without losing any of Lender's rights under this Agreement,
and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts,
including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the
amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed
or delivered to: Atlantic Stewardship Bank, 400 Hamburg Turnpike Wayne, NJ 07470.


 


LATE CHARGE. If a payment is 10
days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment. This late charge
shall be paid to Lender by Borrower for the purpose of defraying the expense incident to the handling of the delinquent payment.


 


INTEREST AFTER DEFAULT. Upon default,
Including failure to pay upon final maturity, the interest rate on this loan shall be increased by adding an additional 3.000
percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest
rate change that would have applied had there been no default. However, in no event will the interest rate exceed the maximum
interest rate limitations under applicable law.


 


DEFAULT. Each of the following shall constitute an Event
of Default under this Agreement: 


 


Payment Default. Borrower
fails to make any payment when due under the Indebtedness.


 


Other Defaults. Borrower
falls to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of
the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Borrower.


 


False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf, or made by Guarantor, or
any other guarantor, endorser, surety, or accommodation party, under this Agreement or the Related Documents in connection with
the obtaining of the Indebtedness evidenced by this Agreement or any security document directly or indirectly securing repayment
of this Agreement la false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.


 


Insolvency. The dissolution
or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any
part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of
any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Creditor or Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other
method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This includes
a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not
apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits
with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole
discretion, as being an adequate reserve or bond for the dispute.


 


Execution; Attachment.
Any execution or attachment is levied against the Collateral, end such execution or attachment is not set aside, discharged or
stayed within thirty (30) days after the same is levied.


 


Change in Zoning or Public
Restriction. Any change in any zoning ordinance or regulation or any other public restriction is enacted, adopted or implemented,
that limits or defines the uses which may be made of the Collateral such that the present or intended use of the Collateral, as
specified in the Related Documents, would be in violation of such zoning ordinance or regulation or public restriction, as changed.


 


Default Under Other Lien
Documents. A default occurs under any other mortgage, deed of trust or security agreement covering all or any portion of the
Collateral.


 


Judgment. Unless adequately
covered by Insurance in the opinion of Lender, the entry of a final Judgment for the payment of money involving more than ten
thousand dollars ($10,000.00) against Borrower and the failure by Borrower to discharge the same, or cause it to be discharged,
or bonded off to Lender's satisfaction, within thirty (30) days from the date of the order, decree or process under which or pursuant
to which such judgment was entered.


 


Events Affecting Guarantor.
Any of the preceding events occurs with respect to any Guarantor, or any other guarantor, endorser, surety, or accommodation
party of any of the Indebtedness or any Guarantor, or any other guarantor, endorser, surety, or accommodation party dies or becomes
incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note.


 


Change In Ownership. Any
change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.


 


Adverse Change. A material
adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness
is impaired.


 



    	 



    	 



    

 


	 	CHANGE IN TERMS AGREEMENT	 
	Loan No:31000218	(Continued)	Page 2


 


Insecurity. Lender in good
faith believes itself insecure.


 


Cure Provisions. If any default,
other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this
Agreement within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding
cure of such default: (1) cures the default within thirty (30) days; or (2) if the cure requires more than thirty (30) days, immediately
initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and
completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.


 


LENDER'S RIGHTS. Upon default,
Lender may declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest immediately due, and
then Borrower will pay that amount.


 


ATTORNEYS' FEES; EXPENSES. Lender
may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there
is a lawsuit, Including attorneys' fees, expenses for bankruptcy proceedings (Including efforts to modify or vacate any automatic
stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to
all other sums provided by law.


 


GOVERNING LAW. This Agreement will
be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of New
Jersey without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of New Jersey.


 


DISHONORED. ITEM FEE. Borrower
will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which
Borrower pays is later dishonored.


 


RIGHT OF SETOFF. To the extent
permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings,
or some other account). This Includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open
in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited
by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness
against any and ail such accounts, and, at Lender's option, to administratively freeze Oil such accounts to allow Lender to protect
Lender's charge and setoff rights provided in this paragraph.


 


COLLATERAL. Borrower acknowledges
this Agreement is secured by a lien on all business assets .


 


LINE OF CREDIT. This Agreement
evidences a revolving line of credit. Advances under this Agreement may be requested only in writing by Borrower or as provided
in this paragraph. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's
office shown above. The following person or persons are authorized to request advances and authorize payments under the line of
credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of such authority: Arthur
E. Barchenko, President of ECSI International, Inc; and Natalie Barchenko, Treasurer of ECSI International, Inc. Borrower agrees
to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to
any of Borrower's accounts with Lender. The unpaid principal balance owing on this Agreement at any time may be evidenced by endorsements
on this Agreement or by Lender's internal records. Including daily computer print-outs. Lender will have no obligation to advance
funds under this Agreement if: (A) Borrower or any guarantor is in default under the terms of this Agreement or any agreement
that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Agreement;
(B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to
limit, modify or revoke such guarantor's guarantee of this Agreement or any other loan with Lender; (D) Borrower has applied funds
provided pursuant to this Agreement for purposes other than those authorized by Lender; or (E) Lender in good faith believes itself
insecure.


 


CONTINUING VALIDITY. Except
as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements
evidenced or securing the obligation (s), remain unchanged and in full force and effect. Consent by Lender to this Agreement
does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future
change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender
to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a
party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released
by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all
persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This
waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.


 


FINANCIAL STATEMENTS. The Borrower
will provide the Lender within one hundred twenty (120) days of the end of each fiscal / calendar year, annual financial statements
and business tax returns prepared by a certified public accountant satisfactory to the Lender. In addition, the Borrower will
furnish upon request, any additional financial Information the Bank deems necessary in support of and during the term of this
loan within thirty (30) days of such request. In addition to but not in lieu of any other remedies available to the Bank, upon
the Borrower's failure to provide the statements and/or financial records required to be provided by the Borrower and until such
statements and/or financial records are furnished, the interest rate under the note shall be increased one percent (1.00%) above
the rate of Interest then in affect on the note.


 


DEPOSIT RELATIONSHIP. As part of
the consideration to the Lender, the Borrower shall maintain a primary operating deposit relationship with the Lender. If the
account relationship is not maintained with the Bank, the interest rate shall immediately be increased one percent (1.00%}, .


 


CROSS DEFAULT. This Loan shall be
cross-defaulted with all present and future Loans to the Borrower.


 


SUCCESSORS AND ASSIGNS. Subject
to any limitations stated in this Agreement on transfer of Borrower's interest, this Agreement shall be binding upon and inure
to the benefit of-the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than
Borrower, Lender, without notice to Borrower, may deal with Borrower's successors with reference to this Agreement and the Indebtedness
by way of forbearance or extension without releasing Borrower from the obligations of this Agreement or liability under the Indebtedness.


 


MISCELLANEOUS PROVISIONS. If any
part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing
any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or
endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any
change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether
as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may
renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender
without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of
or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and
several.


 


PRIOR TO SIGNING THIS AGREEMENT, BORROWER
READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES
TO THE TERMS OF THE AGREEMENT.


 


BORROWER:


 


	ECSI INTERNATIONAL, INC.	 	 	 
	 	 	 	 	 
	By:	/s/ Arthur E. Barctienko	 	By:	/s/ Natalie Barchenko
	 	Arthur E. Barctienko, President of ECSI International, Inc.	 	 	Natalie Barchenko, Treasurer of ECSI International, Inc.


  


 






LASER PRO Lending, Ver. 5.50.00.000 Copr. Maryland Financial
Solutions, Inc. 1897. 2012. All Rights Reserved. – NJ GRCFT\LF11\d200.FG TA-11567 PR-19