exhibit_10-90.htm


    
      

    

    EXHIBIT
10.90

     

    
      AMENDMENT
TO SECURITY AGREEMENT

       

      THIS
AMENDMENT TO SECURITY AGREEMENT ("Amendment") is made as of this 6th
day of February, 2008, by and between CMARK INTERNATIONAL, INC. (f/k/a Commercial Marketing Corporation and Commercial
Marketing Corp.), a South Carolina corporation (the "Borrower") and STERLING MANAGEMENT GROUP, INC.
(f/k/a Sterling Management, LLC or Sterling Management, Inc.),
a Minnesota corporation (the "Secured Party").

       

      RECITALS:

       

      WHEREAS, the Secured Party and the Borrower are
parties to that certain Promissory Note dated as of August 25, 2005 under which
the Secured Party agreed to extend a loan to Borrower in the original principal
amount of $750,000 (the "Note"); and

       

      WHEREAS, as a condition precedent to the Note,
Secured Party required Borrower to execute and deliver to Secured Party that
certain Security Agreement made effective as of August 25, 2005 (the "Security
Agreement"); and

       

      WHEREAS, Borrower and Secured Party desire to
amend the Security Agreement, subject to the terms and conditions set forth
below.

       

      NOW, THEREFORE, in consideration of the
premises, the mutual covenants and agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

       

      Section
1.            
Defined Terms.    The following terms
are hereby amended and modified in their entirety
to read as follows:

       

      
        	
                 
      

              	
                (a)

              	
                "Secured
      Party":    "Secured Party"
      shall mean Sterling Management Group, Inc., a Minnesota corporation, and
      its affiliates, designates and successors, and including without
      limitation, Kevin and Amanda
DeMerit

              


      

       

      
        	
                 
      

              	
                (b)

              	
                "Obligation”:    "Obligation"
      shall mean all of the interest, principal and other amounts payable under
      that certain promissory note dated August 25, 2005, payable by Borrower to
      Secured Party in the original principal amount of $750,000, bearing
      interest at 18% per annum, if timely paid, and obligations under various
      promissory notes issued by Borrower to Kevin and Amanda
      DeMeritt.

              


      

       

      Section
2.             Borrower
Covenants and Acknowledgments.   By execution hereof,
Borrower acknowledges
and agrees:

       

      
        	
              	
                (a)

              	
                Financial
      Account Consent Agreement.    Borrower
      hereby expressly
      acknowledges and agrees that the Financial Account Consent Agreement dated
      as of December 18, 2007 by and between Borrower, Secured Party and
      Community Resource Bank extends to all Obligations, as
      amended.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                Authorization:    Borrower hereby
      expressly acknowledges and agrees that (i) this Amendment has been duly
      authorized by Borrower, (ii) the signature appearing below is the
      authentic signature of an officer of Borrower who has been duly elected to
      and now holds the office opposite his/her name, and (iii) this Amendment
      constitutes the legal and binding obligation of the Borrower, enforceable
      according to its terms by Secured Party free of any claim, defense or
      offset.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Financing
      Statement:    Borrower
      consents to the amendment and continuation of any and all financing
      statements reflecting the agreements contained
  herein.

              


      

       

      Section
3.            Binding Nature of Documents.    Borrower and
Secured Party acknowledge and agree that the terms, conditions and provisions of
the Note, Security Agreement, and any and all other documents executed and
delivered by it in connection therewith (collectively the "Loan Documents") are
fully binding and enforceable agreements, and are not subject to any defense,
counterclaim, set off or other claim of any kind or nature. Borrower hereby
reaffirms and restates its agreements, duties, obligations and liability under
the Loan Documents. Borrower acknowledges that the delivery of this Amendment
and the representations, acknowledgments, covenants and agreements contained in
this Amendment is a specific condition to Secured Party's agreement to extend
the Note.

       

      Section 4.            Scope
of
Amendment.    Except as amended
hereby the terms, conditions and provisions
of the Loan Documents shall remain unchanged and shall be of full force and
effect.

       

      Section
5.            Counterparts.    This
Amendment may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same
instrument. Any executed counterpart of this Amendment delivered by facsimile or
other electronic transmission to a party hereto shall constitute an original
counterpart of this Amendment.

       

      Section
5.             Recitals.    The recitals
to this Amendment are hereby incorporated into and made a part of
this Amendment as if fully set forth herein.

       

      IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed and
delivered by their duly authorized representatives as of the day and year first
set forth above.

       

       

      
        
          	 	BORROWER:	 
	 	CMARK INTERNATIONAL,
      INC.,	 
	 	a
      South-Carolina corporation	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Charles W. Jones	 
	 	Name:	Charles
      W. Jones 	 
	 	Its: 	President	 
	 	 	 	 


        

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        
          
            	 	SECURED PARTY:	 
	 	 	 
	 	STERLING MANAGEMENT GROUP,
      INC.,	 
	 	a
      Minnesota corporation	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Authorized Person	 
	 	Name:	Authorized
      Person	 
	 	Its: 	Representative	 
	 	 	 	 


          

        

        
           

           

           

           

           

           

           

           

           

           

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

           

        

      

      PROMISSORY NOTE
ACKNOWLEDGEMENT

       

       

      THIS PROMISSORY NOTE ACKNOWLEDGEMENT
("Acknowledgement') is made as of this 6th
day of February, 2008, by and between CMARK INTERNATIONAL, INC, (f/k/a
Commercial Marketing Corp.), a South Carolina
corporation ("Borrower") and STERLING MANAGEMENT GROUP, INC., (f/k/a Sterling Management, LLC and Sterling
Management, Inc.), a Minnesota corporation ("Lender").

       

      WHEREAS, the Borrower has executed and
delivered to Lender its Promissory Note dated as of August 25, 2005 in the
original principal amount of $750,000 (the "Note");

       

      WHEREAS, Borrower and Lender have changed their
names and desire to acknowledge their respective name changes;

       

      NOW, THEREFORE, in consideration of the
premises, the mutual covenants and agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree and acknowledge as follows:

       

      
        	
              	
                (a)

              	
                "Sterling
      Management, LLC" or "Sterling Management, Inc." shall be deleted and
      replaced with "Sterling Management Group, Inc.", a Minnesota corporation,
      and its affiliates, designees and successors, and including without
      limitation, Kevin and Amanda DeMeritt ("Sterling")". All subsequent
      references in the Note to "Sterling Management, LLC" or "Sterling
      Management, Inc." are hereby amended to read
  "Sterling".

              


      

       

      
        	
              	
                (b)

              	
                "Commercial
      Marketing Corp." shall be deleted and replaced with "CMARK International,
      Inc." All subsequent references in the Note to "Commercial Marketing
      Corp." are hereby amended to read
"CMARK".

              


      

       

      
        	
              	
                (c)

              	
                The
      final maturity date of the Note shall be extended to June 30, 2008 (the
      "Maturity Date") at which time all unpaid principal and accrued interest
      shall be due and payable.

              


      

       

      
        	
              	
                (d)

              	
                The
      Note shall bear interest at the rate of sixteen percent (16%) per annum
      on
      the unpaid principal balance thereof and all accrued but unpaid
      interest.

              


      

       

      
        	
              	
                (e)

              	
                Upon
      execution hereof, Borrower shall make a payment to Lender in the amount of
      Twenty-five Thousand Dollars ($25,000), which payment shall be applied to
      principal.

              


      

       

      
        	
              	
                (f)

              	
                Commencing
      on February 29, 2008, Borrower shall make monthly payments of Nine
      Thousand and No/100 Dollars ($9,000.00) and continuing thereafter on the
      same calendar day of each succeeding month until the Maturity Date at
      which time a final payment of all unpaid principal and accrued interest
      shall be due. All payments shall be applied first to accrued interest and
      the balance remaining, if any, to unpaid
  principal.

              


      

       

      
        	
              	
                (g)

              	
                Except
      as amended hereby, the terms, conditions and provisions of the Note shall
      remain unchanged and shall be of full force and
  effect.

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the parties hereto have
caused this Acknowledgement to be executed and delivered as of the day and year
first set forth above.

       

      
        
          	 	BORROWER:	 
	 	 	 
	 	CMARK INTERNATIONAL,
      INC.,	 
	 	a
      South Carolina corporation 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Charles W. Jones	 
	 	Name: 	Charles
      W. Jones 	 
	 	Its: 	President	 
	 	 	 	 


          	 	 	 
	 	 	 
	 	 	 
	 	LENDER:	 
	 	 	 
	 	STERLING MANAGEMENT GROUP,
      INC., 	 
	 	a
      Minnesota corporation	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/
      Authorized Person	 
	 	Name:	Authorized
      Person	 
	 	Its: 	Representative	 
	 	 	 	 


        

         

         

         

         

         

         

         

         

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

      
         

         

      

      AMENDMENT
TO CONTINUING GUARANTY & WAIVER

       

      THIS AMENDMENT,TO CONTINUING GUARANTY & WAIVER
("Amendment") is made as of this 6th day
of  February, 2008, by and between,
Sterling Management Group, Inc. and CHARLES W. JONES, JR., an individual
residing in the State of South Carolina.

       

      RECITALS:

       

      WHEREAS, CMARK International,
Inc. (Vida Commercial Marketing Corporation and Commercial Marketing Corp.), a
South Carolina corporation (the "Company") and Sterling Management Group, Inc.
(f/k/a Sterling Management, LLC) a Minnesota corporation (the "Lender") are
parties to that certain Promissory Note dated as of August 25, 2005 under which
the Lender agreed to extend a loan to Company in the original principal amount
of $750,000 (the "Note"); and

       

      WHEREAS, as a condition precedent to the Note,
Lender required Guarantor to execute and deliver to Lender his Continuing
Guaranty & Waiver dated as of August 25, 2005 (the "Guaranty");
and

       

      WHEREAS, Company and Lender desire to amend the
Guaranty, subject to the terms and conditions set forth below.

       

      NOW, THEREFORE, in consideration of the
premises, the mutual covenants and agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

       

      Section
1.             Defined
Terms.    The following terms
are hereby amended and modified in their entirety
to read as follows:

       

      
        	
                 
      

              	
                (a)

              	
                "Sterling
      Management, LLC"    Sterling
      Management, LLC shall be deleted and
      replaced with "Sterling Management Group, Inc.", a Minnesota corporation,
      and its affiliates, designees and successors, and including without
      limitation, Kevin and Amanda DeMeritt ("Sterling")". All subsequent
      references in the Guaranty to "Sterling Management, LLC" are hereby
      amended to read "Sterling".

              


      

       

      
        	
                 
      

              	
                (b)

              	
                "Commercial
      Marketing Corp.":    All references
      in the Guaranty to "Commercial Marketing, Corp." are hereby amended to
      read "CMark International".

              


      

       

      
        	
              	
                (c)

              	
                "Communications
      Network":    All
      references in the Guaranty to "Communications
      Network" are hereby amended to read
  "Sterling".

              


      

       

      Section
2.            Guarantor
Covenants and Acknowledgements    By
execution hereof, Guarantor acknowledges and agrees:

       

      
        	
              	
                
                  (a)

                

              	
                
                  Amendment to
      Security Agreement.     Guarantor
      hereby expressly acknowledges that the Security Agreement between Company
      and Lender dated as of August 25, 2005, is being amended by that certain
      Amendment to Security Agreement executed
      contemporaneously herein to include the Company's obligations to Kevin and
      Amanda DeMeritt as secured
  Obligations.

                

              


      

       

       

       

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (b)

              	
                Guaranty
      of DeMeritt
      Obligations.    Guarantor
      hereby expressly acknowledges and agrees that this Amendment to Continuing
      Guaranty & Waiver results in his unequivocal guaranty of the Company's
      obligations to Kevin and Amanda
DeMeritt.

              


      

       

      
        	
              	
                (c)

              	
                Authority
      and Enforceability.    Guarantor
      acknowledges and agrees (i) he has due capacity to execute this Amendment
      and (ii) this Amendment constitutes the legal and binding obligation of
      Guarantor, enforceable according to its terms by Lender free of any claim,
      defense or offset.

              


      

       

      Section
2.           Binding
Nature of Documents.    Guarantor
acknowledges and agrees that the terms, conditions and provisions of the Note,
Security Agreement, Continuing Guaranty & Waiver (each as amended) and any
and all other documents executed and delivered in connection therewith
(collectively the "Loan Documents") are fully binding and enforceable
agreements, and are not subject to any defense, counterclaim, set off or other
claim of any kind or nature. Guarantor hereby reaffirms and restates his
agreements, duties, obligations and liability under the Loan Documents.
Guarantor acknowledges that the delivery of this Amendment and the
representations acknowledgments, covenants and agreements contained in this
Amendment is a specific condition to Lender's agreement to extend the
Note.

       

      Section
3.            Scope of
Amendment.    Except as amended
hereby, the terms, conditions and provisions
of the Guaranty shall remain unchanged and shall be of full force and
effect.

       

      Section
4.             Recitals.    The recitals
to this Amendment are hereby incorporated into and made a part of
this Amendment as if fully set forth herein.

       

      IN WITNESS WHEREOF, Guarantor has caused this
Amendment to be executed and delivered as of the day and year first set forth
above.

       

       

      
        
          	 	GUARANTOR:	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Charles W. Jones, Jr.	 
	 	 	Name:
      Charles W. Jones, Jr. 	 
	 	 	Address:	 
	 	 	 	 


        

      

                      

       

       

       

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      February
6, 2008

       

      CMARK
International, Inc. – Commercial Marketing 

      c/o Eric
Bromenshenkel and Charles W. Jones

      9570 Two
Notch Road, Suite 4

      Columbia,
South Carolina 29223

       

      Gentlemen:

       

      The
purpose of this letter is to amend the terms outlined in our prior extension
letter dated September 21, 2007 ("2007 Extension Letter") under with Sterling
Management Group, Inc. (f/k/a Sterling Management, Inc.) ("Sterling') extended
the maturity date of the Promissory Note dated August 25, 2005 due from CMARK
International, Inc. (f/k/a Commercial Marketing Corp.) ("CMARK") (the
"Note").

       

      
        	
                 
      

              	
                1.

              	
                CMARK
      will execute and deliver to Sterling the Promissory Note Acknowledgement,
      a true and correct copy of which is attached as Exhibit
      A.

              


      

       

      
        	
                 
      

              	
                2.

              	
                CMARK
      will execute and deliver to Sterling the Amendment to Security Agreement,
      a true and
      correct copy of which is attached as Exhibit
      B.

              


      

       

      
        	
                 
      

              	
                3.

              	
                CMARK
      will execute and deliver to Sterling the Amendment to Continuing Guaranty
      & Waiver, a true and correct copy of which is attached as Exhibit
      C.

              


      

       

      
        	
                 
      

              	
                4.

              	
                CMARK
      will execute and deliver to Sterling the Amendment to Financial Account
      Control Agreement,
      a true and correct copy of which is attached as Exhibit
      D.

              


      

       

      
        	
                 
      

              	
                5.

              	
                CMARK
      will take such actions as are requested by Sterling or are necessary to
      ensure that all extensions of credit or collateral by or on behalf of
      Kevin and Amanda DeMerritt are used to support only the specific surety
      bonds for the specific jobs for which such extensions of credit or
      collateral are requested.

              


      

       

      
        	
                 
      

              	
                6.

              	
                Upon
      execution hereof, CMARK shall deliver to Sterling a payment in the amount
      of Twenty-five Thousand
      Dollars ($25,000), which payment shall be applied to principal due under
      the Note.

              


      

       

      
        	
              	
                7.

              	
                CMARK
      shall pay Sterling's costs and expenses in connection with the Note
      extension, including but not limited to any and all legal fees and costs.
      Any amount not paid by CMARK within ten (10) days of transmittal of an
      invoice for same shall be added as principal to the Note on the date
      payment from CMARK is due.

              


      

       

      The terms
set forth above are agreed to by:

       

      
        
          	 	CMARK
      INTERNATIONAL, INC.,	 	 	STERLING
      MANAGEMENT GROUP, INC.,	 
	 	a
      South Carolina corporation	 	 	a
      Minnesota corporation	 
	 	 	 	 	 	 
	By: 	
                  /s/ Charles W. Jones

                	 	By:	
                  /s/
      Authorized Person

                	 
	Name:	
                  Charles
      W. Jones

                	 	Name: 	
                  Authorized
      Person

                	 
	Its:	
                  President

                	 	Its: 	
                  Representative

                	 


        

      

       

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      AMENDMENT TO FINANCIAL
ACCOUNT CONSENT AGREEMENT

       

      THIS AMENDMENT TO FINANCIAL
ACCOUNT CONSENT AGREEMENT ("Amendment") is made as of this 6th
day of February, 2008, by
and between COMMUNITY
RESOURCE BANK (the "Financial
Institution") CMARK INTERNATIONAL, INC., a South
Carolina corporation (the "Company''), and STERLING MANAGEMENT GROUP, INC. (f/k/a Sterling Management, LLC or Sterling Management,
Inc.), a Minnesota corporation (the "Secured Party").

       

      RECITALS:

       

      WHEREAS, the parties have executed and
delivered that certain Financial Account Consent Agreement dated as of December
18, 2007 (the "FACA"), which set forth certain terms and conditions with respect
to Financial Accounts. All terms not defined herein shall have the meaning
ascribed thereto in the FACA; and

       

      WHEREAS, the parties desire to amend the FACA,
subject to the terms and conditions set forth below.

       

      NOW, THEREFORE, in consideration of the
premises, the mutual covenants and agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

       

      Section
1.            Defined
Terms.    The following term is
hereby amended and modified in its entirety to read
as follows:

      
      

       

      
        	
                "Secured Party": "Secured Party"
      shall mean Sterling Management Group, Inc., a Minnesota corporation, and
      its affiliates, designees and successors, and including without
      limitation, Kevin and Amanda
DeMeritt.

              


      

       

      Section
2.            Default
Under Note.    In the event
Sterling is required to fully exercise its right under the FACA to collect
amounts due pursuant to that certain Promissory Note from Company to Sterling
dated August 25, 2005, in the original principal amount of $750,000 (the
"Note"), the Company shall pay to Sterling a penalty payment, which penalty
payment shall be equal to three percent (3%) of the unpaid principal balance due
and owing pursuant the Note at the time of exercise under the FACA.

       

      Section
3.            Scope of
Amendment.    Except as amended
hereby, the terms, conditions and provisions
of the FACA shall remain unchanged and shall be of full force and
effect.

       

      Section
4.            Counterparts.    This
Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same instrument. Any executed counterpart of this Amendment delivered by
facsimile or other electronic
transmission to a party hereto shall constitute an original counterpart of this
Amendment.

       

      Section
5.            Recitals.    The recitals
to this Amendment are hereby incorporated into and made a part of
this Amendment as if fully set forth herein.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the parties have caused
this Amendment to be executed and delivered by their duly authorized
representatives as of the day and year first set forth above.

       

       

      
        
          	 	FINANCIAL
      INSTITUTION: 	 
	 	 	 
	 	COMMUNITY
      RESOURCE BANK	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/
      Authorized Person	 
	 	Name:	Authorized
      Person	 
	 	Its: 	Representative 	 
	 	 	 	 


        

         

        
          
            	 	COMPANY:	 
	 	 	 
	 	CMARK INTERNATIONAL, INC.,
      	 
	 	a
      South Carolina corporation	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/
      Charles W. Jones	 
	 	Name: 	Charles
      W. Jones 	 
	 	Its: 	President	 
	 	 	 	 


          

           

          
            	 	SECURED PARTY:	 
	 	 	 
	 	STERLING MANAGEMENT GROUP,
      INC., 	 
	 	a
      Minnesota corporation	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/
      Authorized Person	 
	 	Name:	Authorized
      Person	 
	 	Its: 	Representative	 
	 	 	 	 


          

           

           

           

          
            10