##### 



REVOLVING LINE OF CREDIT LOAN AGREEMENT  AND SECURITY AGREEMENT
 th
 RECITALS
   AGREEMENTS
  DEFINITIONS
 Defined Terms
 Account
 Advance
 Affiliate




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##### 



Agreement
 Allowed Amount of Advances
 Assignment
 Assignment of Claims Act
 Billed
 Borrower
 Borrowing Base
     2




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##### 



Borrowing Base Certificate Schedule 1.1(A)
 Borrowing Date
 Business Day
 Capital Lease
 Cash Collateral Account
 Closing Date
 Code
 Collateral
          3




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##### 



Commercial Accounts
 Compliance Certificate Schedule 1.1(B)
 Contra Account
 Customer
 Debt
    4




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##### 



EBITDA
 Eligible
    bona fide
    5




---



##### 



Encumbrance
 Ending Date
 6




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##### 



Environmental Laws
 ERISA
 ERISA Affiliate
 Event of Default
 Funded Debt
 GAAP
 Governance Documents
 Government
 Government Accounts
 Government Contracts
 Hazardous Wastes
 7




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Ineligible Accounts
         Intellectual Property
 Item
 8




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##### 



Lender
 Letter of Credit
 Letter of Credit Agreement
 Letter of Credit Sublimit
 Loan
 Loan Documents
 LOC Obligations
 Maximum Revolving Commitment Amount
 Multiemployer Plan
 Multiple Employer Plan
 Operating Account
 Payment Payments
 9




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##### 



PBGC
 Person
 Plan
 Reportable Event
 Revolving Loan
 Revolving Note
 Single Employer Plan
 Subcontract Accounts
 Tangible Net Worth
 Termination Event
 10




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##### 



Toxic Substances
 UCC
 Unbilled Eligible Accounts
 Accounting Terms
 Use of Defined Terms
 UCC Terms
 LOAN
 11




---



##### 



Revolving Line of Credit
 Allowed Amount of Advances
   Mandatory Prepayments
 Procedure for Advances
 Letter of Credit Subfacility
  12




---



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13




---



##### 



Repayment of Revolving Loan; Auto Debit
 Use of Revolving Loan Proceeds
 Revolving Loan Fees
   14




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##### 



CONDITIONS PRECEDENT TO LOAN
 Conditions Precedent to Initial Advance
 Representations and Warranties; Compliance
 Documents Concerning the Borrower
 15




---



##### 



Executed Note and Loan Documents
 Landlord and Mortgagee Waivers
 Financing Statements and Control Agreements
 Legal Opinion
 16




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##### 



Operating Account
 Compliance with Covenants
 Borrowing Base Certificate
 Future Advances
 Conditions of First Advance Remain Satisfied
 Borrowing Base Certificate
 Representations and Warranties
 No Material Adverse Change
 No Default
 Lenders Right To Rely On Communications
 17




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##### 



SECURITY
 Grant of Security Interest pari passu
 Covenants Regarding Inventory and Equipment
  18




---



##### 



Certain Rights of the Lender
 Financing Statements; Possession of Collateral by Lender; Control
  19




---



##### 



Records of Collateral; Information
 No Release
 Assignment of Payments Under Certain Government Contracts and Government Accounts
 20




---



##### 



Additional Remedy for Failure to Assign Payments
    Indemnification; Risk of Loss
  21




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##### 



BORROWERS REPRESENTATIONS AND WARRANTIES
  Corporate Authority; Subsidiaries Schedule 5.1 Schedule
5.1
 Approvals
 Binding Effect, No Violations
 22




---



##### 



Litigation Schedule 5.4
 Title to and Condition of Assets
 Loan Application
 No Change
 23




---



##### 



Taxes
 No Default
 Compliance with Laws, Governance Documents and Agreements
 Licenses and Contracts
 24




---



##### 



Intellectual Property
 Disclosure
 Trade Name; Merger Schedule 5.1
 Payment of Employees and Subcontractors
 ERISA
  25




---



##### 



Government Contracts
 No Debarment
 Assignment of Payments
 26




---



##### 



Assignment of Claims Act
 BORROWERS AFFIRMATIVE COVENANTS
  Payment of Revolving Loan
 Corporate Existence
 Corporate Rights and Franchises; Qualification; Orderly Conduct of Business
 Taxes, Charges and Obligations
 27




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##### 



Maintenance of Property
 Insurance
 Contract Obligations
 Compliance with Laws
 28




---



##### 



Books and Records
 Access to Borrowers Properties, Books and Records
 Financial and Other Statements
 Annual Financial Statements
 29




---



##### 



Management Letters
 Quarterly Statements and Certificates
   Borrowing Base Certificates
 Monthly Reports
   Government Contract Audits
 Additional Reports and Information
 30




---



##### 



Compliance Certificate
 Accounts
 Collateral
 31




---



##### 



Schedule 5.1
 Financial Covenants
 Minimum EBITDA
 Tangible Net Worth
  
 Notice of Litigation, Default and Loss
 32




---



##### 



Proxy Statements, Etc
 ERISA
 Place of Business; Location of Records
 33




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##### 



Schedule 5.1
 Payments to Borrower
 Depository Accounts
 BORROWERS NEGATIVE COVENANTS
  Indebtedness and Contingent Obligations
 Encumbrances
 Fundamental Changes
 Acquisitions
 34




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##### 



Transfer of Assets
 Investments
 Loans
 Guaranty
 Repurchase of Securities
 Use of Proceeds
 Other Agreements
 Sale and Leaseback
 35




---



##### 



Dividends
 Transactions with Affiliates
 COLLECTION, DEPOSIT AND ASSIGNMENT OF PAYMENTS
 Operating Account
 Cash Collateral Account
 Overdrafts
 36




---



##### 



EVENTS OF DEFAULT AND REMEDIES
 Events of Default
     37




---



##### 



38




---



##### 



39




---



##### 



Rights and Remedies of the Lender
    40




---



##### 



41




---



##### 



Application of Proceeds
 First
 Second
 Third
 Collection/Enforcement Costs
 MISCELLANEOUS PROVISIONS
 Additional Actions and Documents
 42




---



##### 



Expenses
 Notices
  
  th
  43




---



##### 



th
    Severability
 Survival
 Waivers
 44




---



##### 



Rights Cumulative
 Entire Agreement; Modification; Benefit
 Setoff
 Construction
 Pronouns
 45




---



##### 



Headings
 Payments
 Execution
 Consent to Jurisdiction
 Service of Process.
 46




---



##### 



Sale of Loan Documents; Disclosure of Information
 Arbitration and Waiver of Jury Trial
     47




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##### 



48




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##### 



HORNE ENGINEERING SERVICES, LLC, a Virginia limited liability companyBy: Spectrum Sciences & Software Holdings Corp., a
Delaware corporation, its sole memberBy:
    
    /s/ Darryl K. Horne

    (SEAL)Name:
    
    Darryl K. HorneTitle:
    
    President and Chief Executive OfficerHORNE ENGINEERING SERVICES, LLC, a Virginia limited liability companyBy:
    
    /s/ Darryl K. Horne
    (SEAL)Name:
    
    Darryl K. HorneTitle:
    
    Manager, President and Chief Executive OfficerSPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP., a Delaware corporationBy:
    
    /s/ Darryl K. Horne
    (SEAL)Name:
    
    Darryl K. HorneTitle:
    
    President and Chief Executive OfficerBANK OF AMERICA, N.A.By:
    
    /s/ Michael J. Radcliffe
    (SEAL)Michael J. Radcliffe
     Senior Vice President
 49




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##### 



SCHEDULE 1.1 (A)
 [intentionally omitted  on file with Company]
 50




---



##### 



SCHEDULE 1.1 (B)
  [intentionally omitted  on file with Company]
 51




---



##### 



SCHEDULE 5.1
 Name of Borrower
    
    Location of Chief Executive OfficeHorne Engineering Services, LLC
    
    3130 Fairview Park, Suite 400
Falls Church, VirginiaSpectrum Sciences & Software Holdings Corp.
    
    3130 Fairview Park, Suite 400
Falls Church, VirginiaSpectrum Sciences & Software, Inc.
    
    91 Hill Avenue
Fort Walton Beach, FloridaCoast Engine & Equipment Company, Inc.
    
    8985 Columbia Road
Cape Canaveral, Florida
 52




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##### 



SCHEDULE 5.4
 LITIGATION AND CLAIMS SCHEDULE




---



##### 



SCHEDULE 7.2