f8k0707ex10iv_bedminster.htm


    REVOLVING
      LINE OF CREDIT AGREEMENT

    


             This
      Revolving Line of Credit Agreement (the "AGREEMENT") is made and entered
      into in this 2nd day of July, 2007, by and between BEDMINSTER NATIONAL
      CORP. , a Nevada corporation (“Lender”), and METROPOLITAN
      COMPUTING CORPORATION, a New Jersey corporation
      ("Borrower").

    


    This
      Agreement is the Line of Credit
      Agreement identified in the Stock Purchase Agreement between Borrower and
      Lender, inter alia,  of even date herewith (Purchase
      Agreement).

    


             In
      consideration of the mutual covenants and agreements contained herein, the
      parties agree as follows:

    


             1.       LINE
      OF CREDIT. Lender hereby establishes for a period extending to June 30.
      2012  (the "MATURITY DATE") a revolving line of credit (the "CREDIT
      LINE") for Borrower in the principal amount of Four Hundred Thousand Dollars
      ($400,000.00) (the "CREDIT LIMIT"). In connection herewith, Borrower shall
      execute and deliver to Lender a Promissory Note in the amount of the Credit
      Limit and in form and content satisfactory to Lender. All sums advanced on
      the
      Credit Line or pursuant to the terms of this Agreement (each an "ADVANCE")
      shall
      become part of the principal of said Promissory Note.

    


             2.       ADVANCES.
      Any request for an Advance may be made from time to time and in such amounts
      as
      Borrower may choose; provided, however, (a) Borrower shall request and use
      the
      first advance to repay any secured and unsecured debt of Borrower (other than
      trade debt incurred in the normal course of business) existing on the date
      hereof, and (2) any requested Advance will not, when added to the outstanding
      principal balance of all previous Advances, exceed the Credit Limit. Requests
      for Advances may be made orally or in writing by such officer of Borrower
      authorized by it to request such Advances. Until such time as Lender may be
      notified otherwise, Borrower hereby authorizes its president to request
      Advances. Lender may deliver the amount of any requested Advance by check or
      deposit to Borrower’s bank account by wire transfer or electronic funds
      transfer. Lender may refuse to make any requested  Advance if an event
      of default has occurred and is continuing hereunder either at the time the
      request is given or the date the Advance is to be made, or if an event has
      occurred or condition exists which, with the giving of notice or passing of
      time
      or both, would constitute an event of default hereunder as of

    such
      dates.

    


             The
      funds from the Advances will be used by the Borrower for the purposes specified
      in the Purchase Agreement and otherwise to pay operating expenses in connection
      with the operations of the Borrower.

    


             3.       INTEREST.
      All sums advanced pursuant to this Agreement shall bear interest from the date
      each Advance is made until paid in full at the rate of eight percent (8%) per
      annum, simple interest (the "EFFECTIVE RATE").

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


             4.       REPAYMENT.

    


    a.              Borrower
      shall pay the outstanding principal balance and accrued interest on the
      outstanding principal balance on not less than  an annual basis
      commencing on June 30, 2008. In the event that Borrower repays the outstanding
      principal balance and accrued interest on the outstanding principal balance
      prior to the annual repayment date, the Borrower shall not be required to repay
      the outstanding principal balance and accrued interest on the outstanding
      principal balance for twelve (12) months from the date of such
      repayment.  The entire unpaid principal balance, together with any
      accrued interest and other unpaid charges or fees hereunder, shall be due and
      payable on the Maturity Date. All payments shall be made to Lender at such
      place
      as Lender may, from time to time, designate. All payments received hereunder
      shall be applied, first, to any costs or expenses incurred by Lender in
      collecting such payment or to any other unpaid charges or expenses due
      hereunder; second, to accrued interest; and third, to principal. Borrower may
      prepay principal at any time without penalty.

    


    b.              Borrower
      may be entitled to a credit of  $100,000 against outstanding principal
      as provided in the Purchase Agreement.

    


             5.       REPRESENTATIONS
      AND WARRANTIES. In order to induce Lender to enter into this Agreement and
      to
      make the advances provided for herein, Borrower represents and warrants to
      Lender as follows:

     

             
      a.       Borrower is a duly organized,
      validly existing, and in good standing under the laws of the State of New Jersey
      with the power to own its assets and to transact business in New Jersey, and
      in
      such other states where its business is conducted.

    


                    b.       Borrower
      has the authority and power to execute and deliver any document required
      hereunder and to perform any condition or obligation imposed under the terms
      of
      such documents.

    


                      c.       The
      execution, delivery and performance of this Agreement and each document incident
      hereto will not violate any provision of any applicable law, regulation, order,
      judgment, decree, article of incorporation, by-law, indenture, contract,
      agreement, or other undertaking to which
      Borrower is a party, or which purports to be binding on Borrower or its assets
      and will not result in the creation or imposition of a lien on any of its
      assets.

    


                      d.       There
      is no action, suit, investigation, or proceeding pending or, to the knowledge
      of
      Borrower, threatened, against or affecting Borrower or any of its assets which,
      if adversely determined, would have a material adverse affect on the financial
      condition of Borrower or the operation of its business.

    


             6.       EVENTS
      OF DEFAULT. An event of default will occur if any of the
      following events occurs:

    


                      a.       Failure
      to pay any principal or interest hereunder within ten (10) days after the same
      becomes due.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

                      b.       Any
      representation or warranty made by Borrower in this Agreement or in connection
      with any borrowing or request for an Advance hereunder, or in any certificate,
      financial statement, or other statement furnished by Borrower to Lender is
      untrue in any material respect at the time when made.

    


                      c.       Default
      by Borrower in the observance or performance of any other covenant or agreement
      contained in this Agreement, the Purchase Agreement or in any document ancillary
      to the Purchase Agreement.

    


                      d.       Filing
      by Borrower of a voluntary petition in bankruptcy seeking reorganization,
      arrangement or readjustment of debts, or any other relief under the Bankruptcy
      Code as amended or under any other insolvency act or law, state or federal,
      now
      or hereafter existing.

    


                      e.       Filing
      of an involuntary petition against Borrower in bankruptcy seeking
      reorganization, arrangement or readjustment of debts, or any other relief under
      the Bankruptcy Code as amended, or under any other insolvency act or law, state
      or federal, now or hereafter existing, and the continuance thereof for sixty
      (60) days undismissed, unbonded, or undischarged.

    


             7.       REMEDIES.

    


    a.              Upon
      the occurrence of an event of default as defined above, Lender may declare
      the
      entire unpaid principal balance, together with accrued interest thereon, to
      be
      immediately due and payable without presentment, demand, protest, or other
      notice of any kind. Lender may suspend or terminate any obligation it may have
      hereunder to make additional Advances. To the extent permitted by law, Borrower
      waives any rights to presentment, demand, protest,
      or notice of any kind in connection with this Agreement. No failure or delay
      on
      the part of Lender in exercising any right, power, or privilege hereunder will
      preclude any other or further exercise thereof or the exercise of any other
      right, power, or privilege. The rights and remedies provided herein are
      cumulative and not exclusive of any other rights or remedies provided at law
      or
      in equity. Borrower agrees to pay all costs of collection incurred by reason
      of
      the default, including court costs and reasonable attorney's fees.

    


    b.              At
      the option of Lender, if repayment of the outstanding principal balance and
      accrued interest on the outstanding principal balance is not made as required
      by
      Section 4 a. above, on June 30, 2008, or any subsequent anniversary thereof
      or
      of an annual repayment date as provided in Section 4 a. above, through and
      including the  Maturity Date, Lender may (i) by written notice to
      Borrower, declare that all accrued and unpaid interest is immediately due and
      payable without presentment, demand, protest or any other  notice of
      any kind, all of which are hereby expressly waived, and (ii) thereupon convert
      the outstanding principal balance of this revolving line of credit into a term
      loan, having a term of 12 months, bearing interest at 8% per annum, with equal
      monthly payments of principal and interest due beginning on the first day of
      August thereafter, and on the first  day of each successive month
      thereafter for the following 11 months, and containing normal and customary
      terms and conditions. Such term loan may be prepaid at any time, in whole or
      in
      part, without premium or penalty.   Such term loan will require
      Borrower to pay, in addition to such equal monthly payments, additional
      principal payments of up to $15,000 per month from  Borrower’s monthly
      pre-tax earnings.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

            8.       NOTICE.
      All notices or other communications required or permitted hereunder will be
      in
      writing and will be deemed given or delivered when delivered personally, by
      registered or certified mail, by legible facsimile transmission or by overnight
      courier (fare prepaid) addressed as follows:

    


    
      	
              If
                to Lender to:

               

              Bedminster
                National Corp.

              90
                Washington Valley Road

              Bedminster,
                NJ  07921

               

              Attn:
                Paul Patrizio, President

               

              If
                to Borrower to:

               

              Metropolitan
                Computing Corporation.

              6
                Great Meadow Lane

              East
                Hanover , New Jersey 07936

              Attn:
                Michael Levin

            	
              with
                a copy to:

               

              Robert
                D Frawley

              64
                Maple Avenue

              Morristown,
                NJ 07960

               

               

               

              With
                a copy to:

               

              Roger
                J. Desiderio, Esq.

              Bendit
                Weinstock, P.A.

              80
                Main Street

              West
                Orange, NJ 07052

            


    

    


    Notice
      will be deemed received the same day (when delivered personally), five (5)
      days
      after mailing (when sent by registered or certified mail) and the next business
      day (when delivered by recognized overnight courier).  Any party to
      this Agreement may change its address to which all communications and notices
      may be sent by addressing notices of such change in the manner
      provided.

    


             9.       GENERAL
      PROVISIONS. All representations and warranties made in this Agreement and the
      Promissory Note and in any certificate delivered pursuant thereto shall survive
      the execution and delivery of this Agreement and the making of any loans
      hereunder. This Agreement will be binding upon and inure to the benefit of
      Borrower and Lender, their respective successors and assigns, except that
      Borrower may not assign or transfer its rights or delegate its duties hereunder
      without the prior written consent of Lender. This Agreement, the Promissory
      Note, and all documents and instruments associated herewith will be governed
      by
      and construed and interpreted in accordance with the laws of the State of New
      Jersey. Time is of the essence hereof. This Agreement will be deemed to express,
      embody, and supersede any previous understanding, agreements, or commitments,
      whether written or oral, between the parties with respect to the general subject
      matter hereof. This Agreement may not be amended or modified except in writing
      signed by the parties.

    


    


    SIGNATURE
      PAGE FOLLOWS

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    


    


    


             EXECUTED
      on the day and year first written above.

    


                    Borrower:                    Metropolitan
      Computing
      Corporation

    


    


    


    By:__________________________________

    Michael
      Levin,
      President


    


    


                    Lender:                                  Bedminster
      National Corp.

    


    


    By:
      ________________________________

    Paul
      Patrizio, President

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    PROMISSORY
      NOTE

     

    
      
        	
                $400,000.00

              	
                July
                  2, 2007

                Bedminster,
                  New Jersey

              


      

       

    

             This
      Promissory Note (the "NOTE") is made and executed as of the date referred to
      above, by and between Metropolitan Computing Corporation., a New Jersey
      corporation (the "BORROWER"), and Bedminster National Corp., a Nevada
      Corporation, ("LENDER"). By this Note, the Borrower promises and agrees to
      pay
      to the order of Lender, at 90 Washington Valley Road, Bedminster,
      NJ  07921 or at such other place as Lender may designate in writing,
      the principal sum of Four Hundred Thousand and 00/100 Dollars ($400,000.00),
      or
      the aggregate unpaid principal amount of all advances made by Lender to Borrower
      pursuant to the terms of a Revolving Line of Credit Agreement (the "LOAN
      AGREEMENT") of even date herewith, less any applicable credits, whichever is
      less, together with interest thereon from the date each advance is made until
      paid in full, both before and after judgment, at the rate of
      eight  percent (8%) per annum, simple interest.

    


             Borrower
      shall pay the outstanding principal balance and accrued interest on the
      outstanding principal balance on an annual basis commencing on June 30, 2008.
      In
      the event that Borrower repays the outstanding principal balance and accrued
      interest on the outstanding principal balance prior to the annual repayment
      date, the Borrower shall not be required to repay the outstanding principal
      balance and accrued interest on the outstanding principal balance for twelve
      (12) months from the date of such repayment.  The entire unpaid
      principal balance, together with any accrued interest and other unpaid charges
      or fees hereunder, shall be due and payable on June 30, 2012  (the
      "MATURITY DATE").

    


             Prepayment
      in whole or part may occur at any time hereunder without penalty; provided
      that
      the Lender shall be provided with not less than ten (10) days notice of the
      Borrower's intent to pre-pay; and provided further that any such partial
      prepayment shall not operate to postpone or suspend the obligation to make,
      and
      shall not have the effect of altering the time for payment of the remaining
      balance of the Note as provided for above, unless and until the
      entire

    obligation
      is paid in full. All payments received hereunder shall be applied, first, to
      any
      costs or expenses incurred by Lender in collecting such payment or to any other
      unpaid charges or expenses due hereunder; second, to accrued interest; and
      third, to principal.

    


             An
      event of default will occur if any of the following events occurs:

    


    (a)
      failure to pay any principal or
      interest hereunder within ten (10) days after the same becomes due; (b) if
      any
      representation or warranty made by Borrower in the Loan Agreement or in
      connection with any borrowing or request for an advance thereunder, or in any
      certificate, financial statement, or other statement furnished by Borrower
      to
      Lender is untrue in any material respect at the time when made; (c) default
      by
      Borrower in the observance or performance of any
      other
      covenant or agreement contained in the Loan Agreement; (d) filing by Borrower
      of
      a voluntary petition in bankruptcy seeking reorganization, arrangement or
      readjustment of debts, or any other relief under the Bankruptcy Code as amended
      or under any other insolvency act or law, state or federal, now or hereafter
      existing; or (e) filing of an involuntary petition against Borrower in
      bankruptcy seeking reorganization, arrangement or readjustment of debts, or
      any
      other relief under the Bankruptcy Code as amended, or under any other insolvency
      act or law, state or federal, now or hereafter existing, and the continuance
      thereof for sixty (60) days undismissed, unbonded, or undischarged.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

             Any
      notice or demand to be given to the parties hereunder shall be deemed to have
      been given to and received by them and shall be effective when personally
      delivered or by sent by registered or certified mail, by legible facsimile
      transmission or by overnight courier (fare prepaid) and addressed to the party
      all as provided in the Loan Agreement, or at such other address as the one
      of
      the parties may hereafter designate in writing to the other party.

    


             The
      Borrower hereof waives presentment for payment, protest, demand, notice of
      protest, notice of dishonor, and notice of nonpayment, and expressly agrees
      that
      this Note, or any payment hereunder, may be extended from time to time by the
      Lender without in any way affecting its liability hereunder.

    


             In
      the event any payment under this Note is not made at the time and in the manner
      required, the Borrower agrees to pay any and all costs and expenses which may
      be
      incurred by the Lender hereof in connection with the enforcement of any of
      its
      rights under this Note or under any such other instrument, including court
      costs
      and reasonable attorneys' fees.

    


             This
      Note shall be governed by and construed and enforced in accordance with
      the
      laws of New Jersey.

    


                    Borrower:                    Metropolitan
      Computing
      Corporation

    


    


    


    By:__________________________________

    Michael
      Levin,
      President

    


    


    


    Accepted:

    


                    Lender:                                Bedminster
      National Corp.

     

    
 

                                By:
      ________________________________

    Paul
      Patrizio, President