Exhibit 10.1


LOAN AND SECURITY AGREEMENT


THIS LOAN AND SECURITY AGREEMENT
(this “Agreement’) is entered into on the July 13, 2007 among FEQ GAS, LLC, a Delaware limited liability company,
whose chief executive office is located at 111 Presidential Blvd., Suite 158,
Bala Cynwyd, Pa. 19004 (“Lender”), GEM SOLUTIONS, INC.,
a Delaware corporation (the “Borrower”), whose chief executive office is
located at 870 111th Avenue, North, Suite No. 8, Naples, Florida
34108  (“Borrower’s Address”) and COMPUSVEN, INC., a Florida corporation, whose chief
executive office is located at 870 111th Avenue, North, Suite No. 8, Naples, Florida
34108 (“Subsidiary”).


1.             Loans.  Lender
shall make loans to Borrower (collectively, the “Loans” and individually, a “Loan”)
in any one or more advances as determined by Borrower up to an aggregate
$100,000 principal amount outstanding (the “Credit Limit”), provided no Event
of Default (as defined in Section 6) has occurred.  The Loans will be evidenced by a single
promissory note (the “Note”) of the Borrower which shall set forth repayment
and other provisions, the terms of which are incorporated into this Agreement
by reference.  Principal amounts
outstanding hereunder shall bear interest at an annual rate of twelve percent
(12%) until paid.  Principal shall be
repaid on the Maturity Date.  Interest
will be payable monthly, on the last day of each month, commencing on July 31,
2007.  All principal amounts outstanding
hereunder, together with interest accrued thereon, shall be due and payable on
June 30, 2008 (the “Maturity Date”).


2.             Security Interest.  As
security for all present and future indebtedness, guarantees, liabilities, and
other obligations, of Borrower to Lender (collectively, the “Obligations”),
Borrower and Subsidiary hereby grants Lender a continuing security interest in
all of Borrower’s and Subsidiary’s right, title and interest in all of its
personal property, including, without limitation, the following types of
property, whether now owned or hereafter acquired, and wherever located,
(collectively, the “Collateral”):  All “accounts,”
“general intangibles,” “chattel paper,” “documents,” “letters of credit,” “instruments,”
“deposit accounts,” “inventory,” “farm products,” “fixtures”, “equipment,” and “investment
property” as such terms are defined in the Uniform Commercial Code as adopted
in the State of Delaware and in effect on the date hereof, and all products,
proceeds and insurance proceeds of the foregoing.


3.             Representations and
Agreements of Borrower.  Borrower represents to Lender as
follows, and Borrower agrees that the following representations will continue
to be true, and that Borrower will comply with all of the following agreements
throughout the term of this Agreement.


3.1.         Corporate Existence and
Authority.  Each of Borrower and Subsidiary is and will
continue to be, duly incorporated, validly existing and in good standing under
the laws of the jurisdiction of its incorporation.  The execution, delivery and performance by Borrower
of this Agreement, and all other documents contemplated hereby have been duly
and validly authorized, 



   
 









and do not violate any
law or any provision of, and are not grounds for acceleration under, any
agreement or instrument which is binding upon Borrower.


3.2.         Collateral.  Lender
has, and will at all times continue to have, a perfected security interest in
all of the Collateral which shall be subject to the prior liens of Trident
Growth Fund, L.P. (“Trident”)  and to the
terms of the Intercreditor Agreement referred to in Section 8 hereof.  Borrower will immediately advise Lender in
writing of any material loss or damage to the Collateral.


3.3.         Financial
Statements.  All financial statements now or in the future
delivered to Lender have been, and will be, prepared in conformity with generally
accepted accounting principles.


3.4.         Taxes;
Compliance with Law.  Borrower has filed, and will file, when
due, all tax returns and reports required by applicable law, and Borrower has
paid, and will pay, when due, all taxes, assessments, deposits and contributions
now or in the future owed by Borrower (other than any the amount or validity of
which are currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided
on the books of the Borrower).  Borrower
has complied, and will comply, in all material respects, with all applicable
laws, rules and regulations.


3.5.         Use
of Proceeds.  The proceeds of the
Loans shall be used for general working capital purposes.


4.             Negative
Covenants.  Borrower shall not,
without Lender’s prior written consent, which, which consent shall not be
unreasonably withheld or delayed, do any of the following:  (i) sell or transfer any Collateral,
except for the sale of finished inventory in the ordinary course of Borrower’s
business, and the sale of obsolete or unneeded equipment in the ordinary course
of business; (ii) grant a security interest in intellectual property to
any third party; (iii) pay or declare any dividends or other distributions
to shareholders; (iv) redeem, retire, purchase or otherwise acquire,
directly or indirectly, any of Borrower’s capital stock (other than as provided
in agreements granting options to the Borrower’s employees which permit
redemption of options and/or capital stock upon termination of employment);
(v) create, incur, guarantee, endorse (except in the course of
collection), assume or suffer to exist any indebtedness, except
(a) indebtedness to the Lender, (b) open account trade debt incurred
in the ordinary course of business and not past due, (c) the amounts owing
to Trident, or (d) indebtedness outstanding on the date hereof;
(vi) create, incur assume or permit to exist any mortgage, pledge,
encumbrance or other security interest or lien upon any assets or revenues now
owned or hereafter acquired, except for (a) liens for taxes not yet due or
which are being contested in good faith by appropriate proceedings, provided
that adequate reserves with respect thereto are maintained on the books of the
Borrower in conformity with GAAP, (b) liens in existence on the date hereof
securing indebtedness permitted herein, (c) liens in favor of Trident;
(vii) make or have outstanding any loans or advances to or make any
investment or acquire any interest whatsoever in, any person, firm or
corporation, except as acceptable to the Lender in its sole discretion; or
(viii) acquire, merge or consolidate with or into any person, firm or
corporation.



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5.             Term.  This
Agreement shall continue in effect until the Maturity Date.  This Agreement may be terminated, without
penalty, prior to the Maturity Date as follows: 
(i) by Borrower, effective three business days after written notice
of termination is given to Lender; or (ii) by Lender at any time after the
occurrence of an Event of Default, without notice, effective immediately.  On the Maturity Date or on any earlier
effective date of termination, Borrower shall pay all Obligations in full,
whether or not such Obligations are otherwise then due and payable.  No termination shall in any way affect or
impair any security interest or other right or remedy of Lender, nor shall any
such termination relieve Borrower of any Obligation to Lender, until all of the
Obligations have been paid and performed in full.


6.             Events
of Default and Remedies.  The occurrence of any of the
following events shall constitute an “Event of Default” under this Agreement:
(a) Any representation or warranty made or deemed made by the Borrower
herein or in any other Loan Document or which is contained in any certificate,
document or financial or other statement furnished by it at any time under or
in connection with this Agreement or any such other loan document shall prove
to have been incorrect in any material respect on or as of the date made or
deemed made, or (b) the Borrower shall fail to pay any principal of any
Loan when due in accordance with the terms thereof or hereof; or the Borrower
shall fail to pay any interest on any Loan, or any other amount payable
hereunder or under any other loan documents, within five days after any such
interest or other amount becomes due in accordance with the terms thereof or
hereof; or (c) Borrower fails to perform any other non-monetary
Obligation, which failure is not cured within 30 days after the date due; or
(d) (i) the Borrower shall commence any case, proceeding or other action
(A) under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors,
seeking to have an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian, conservator or other similar official for it or
for all or any substantial part of its assets, or the Borrower shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against the Borrower any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days.  If an Event of Default occurs, Lender shall,
upon notice thereof to the Borrower, have the right to accelerate and declare
all of the Obligations to be immediately due and payable, increase the interest
rate by an additional two percent per annum, and exercise all rights and
remedies accorded it by applicable law.


7.             General.  If
any provision of this Agreement is held to be unenforceable, the remainder of
this Agreement shall still continue in full force and effect.  This Agreement and any other written agreements,
documents and instruments executed in connection herewith are the complete
agreement between Borrower and Lender and supersede all prior and
contemporaneous negotiations and oral representations and agreements, all of
which are merged and integrated in this Agreement.  There are no oral understandings,
representations or agreements between the parties which are not in this
Agreement or in other written agreements signed by the parties in connection
this Agreement.  The failure of Lender at
any time to require Borrower to comply 



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strictly with any of the provisions of this Agreement
shall not waive Lender’s right later to demand and receive strict
compliance.  Any waiver of a default
shall not waive any other default.  None
of the provisions of this Agreement may be waived except by a specific written
waiver signed by an officer of Lender and delivered to Borrower.  The provisions of this Agreement may not be
amended, except in a writing signed by Borrower and Lender.  Borrower may not assign any rights under this
Agreement without Lender’s prior written consent.  The Lender may assign all of its right, title
and interest hereunder without the Borrower’s consent.  This Agreement shall be governed by the laws
of the State of Delaware, without regard to conflicts of laws principles.  This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.  Any signature on
this Agreement delivered by facsimile transmission shall be deemed to be an
original signature to this Agreement.


8.             Intercreditor
Agreement.  The relative
rights of Lender and Trident with respect to the Collateral are set forth in
the Intercreditor Agreement between them and Borrower and dated the date hereof
(the “Intercreditor Agreement”).


 


WITNESS
the due execution of this Loan and Security Agreement on the date first written
above.




	
  GEM SOLUTIONS, INC

  	
  COMPUSVEN, INC.

  	 

	
   

  
	
  By:

  	
  /s/ John E.
  Baker

  	
   

  	
  By:

  	
   /s/ John E.
  Baker

  
	
   

  	
  Name: John E.
  Baker

  	
   

  	
   

  	
  Name: John E. Baker

  
	
   

  	
  Title: Chief
  Executive Officer

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FEQ
  GAS, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest A.
  Bartlett III

  	
   

  	
   

  
	
   

  	
  Name: Ernest A. Bartlett III

  	
   

  	
   

  
	
   

  	
  Title: President

  	
   

  	
   

  
						






 



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