SUBORDINATED LOAN
AGREEMENT


     

    This
Subordinated Loan Agreement (this “Agreement”) is made to be effective as of
April 25, 2009 (the “Effective Date”) between Rurbanc Data Services, Inc., an
Ohio corporation (“Lender”), having an address of 7622 State Route 66 N,
Defiance, Ohio 43512, and New Core Holdings, Inc., a Florida corporation
(“Borrower”), having an address of 720 Gooseneck Drive, Lititz, Pennsylvania
17543.

     

    For
valuable consideration, the receipt of which is hereby acknowledged, Borrower
and Lender hereby recite and agree as follows, intending to be legally
bound.

     

    Recitals

     

    A.           Borrower
and Lender simultaneously herewith are entering into an Agreement and Plan of
Merger, dated as of the Effective Date, by and among Borrower, Lender and NC
Merger Corp. (the “Plan of Merger”).

     

    B.           In
connection with the Plan of Merger, Lender has agreed to lend to Borrower the
aggregate principal amount of Five Million Dollars ($5,000,000) on the terms and
conditions stated herein.

     

    Agreement

     

    Section
1.1    Definitions.  As
used in this Agreement and in any certificate, document or report delivered
pursuant to this Agreement (except as otherwise defined herein or in such
certificate, document or report), the following terms shall have the following
meanings:

     

    “Advances” means the
Initial Advance and the Second Advance.

     

    “Authorized Officer”
means the chief executive officer, the chief financial officer or the treasurer
of Borrower.

     

    “Borrower” has the
meaning given to it in the preamble.

     

    “Business Day” means
any day excluding Saturday, Sunday or any day that is, in Defiance, Ohio or
Cincinnati, Ohio, a legal holiday or a day on which banking institutions are
authorized by law or a Governmental Authority to close.

     

    “Collateral” has the
meaning set forth in the Security Agreement.

     

    “Commitment” means the
commitment of Lender to make the Advances to Borrower up to the maximum
aggregate principal amount of $5,000,000, in all cases subject to the terms and
conditions of this Agreement.

     

    “Computed Valuation of New
Core” has the meaning set forth in Section 2.2(a) of the Plan of
Merger.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Confidentiality and Stand
Still Agreement” means the Confidentiality and Stand Still Agreement,
dated as of November 5, 2008, between Borrower and Lender with respect to
Borrower’s and Lender’s mutual agreements regarding confidentiality and to stand
still on any purchase of related company securities.

     

    “Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or undertaking to which such
Person is a party or by which it or any of its property is bound.

     

    “Converted Contract”
means a contract with a financial institution under which the financial
institution has converted to, or installed, the New Core Software, and is fully
operational, evidenced by a certificate executed by the financial institution to
the effect that the New Core Software has been successfully integrated into such
financial institution’s products and services and is operating, subject to one
or more issues identified by the financial institution on such certificate
which, in the aggregate, do not affect the overall functionality of the
system.

    


    “Debt” of Borrower
means, at any date, without duplication (a) any indebtedness for borrowed money
which Borrower directly or indirectly created, incurred, assumed, endorsed
(other than for collection in the ordinary course of business), discounted with
recourse or in respect of which Borrower is otherwise directly or indirectly
liable including, without limitation, indebtedness in effect guaranteed by
Borrower through any agreement (contingent or otherwise) to purchase, repurchase
or otherwise acquire such indebtedness or any security therefor, or to provide
funds for the payment or discharge of such indebtedness or any liability of the
obligor of such indebtedness (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise) or to maintain the solvency or
other financial condition of the obligor of such indebtedness, in any such case
if the purpose or intent of such agreement is to provide assurance that such
indebtedness will be paid or discharged, or that any agreement relating thereto
will be complied with, or that the holders of such indebtedness will be
protected against loss in respect thereof; (b) any indebtedness, whether or not
for borrowed money, which Borrower has incurred, assumed, guaranteed or with
respect to which Borrower has become directly or indirectly liable (including,
without limitation, through any agreement of the character referred to in clause
(a) hereof) and which represents or has been incurred to finance the purchase
price of any property or business, whether by purchase, consolidation, merger or
otherwise; and (c) any indebtedness, whether or not for borrowed money, which is
secured by any mortgage, pledge, security interest, lien or conditional sale or
other title retention agreement existing on any property owned or held by
Borrower subject thereto, whether or not Borrower has any personal liability for
such indebtedness.

     

    “Default” means an
event or condition which would constitute an Event of Default with the giving of
notice, lapse of time or otherwise.

     

    “Default Rate” means a
rate per annum equal to (a) five percent (5%) plus (b) the interest rate on the
Advances in effect prior to an Event of Default.

     

    “Escrow Agreement”
means the Three-Party Escrow Service Agreement, in substantially the form
attached as Exhibit A hereto, to be entered into among Borrower, Lender and
Escrow Agent, pursuant to which (a) the Escrow Materials are held as collateral
for the obligations evidenced by this Agreement and the Notes, and (b) the
Escrow Materials are held in escrow pursuant to the Software License and Support
Agreement.


    
      
         


      

      
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    “Escrow Agent” means
Iron Mountain Intellectual Property Management, Inc., a Delaware
corporation.

     

    “Escrow Materials”
means the New Core Software, including but not limited to: the Source Code for
the New Core Software;  all code (and any third-party code) necessary
to compile and operate the foregoing; all documentation as would be useful or
necessary to enable a reasonably skilled programmer to maintain the software;
descriptions of all compilers, assemblers, other computer programs, related
documentation and other materials that are necessary or useful to use, maintain,
modify and prepare derivative works from such source code; all information,
documentation and materials relating to the installation of the New Core
Software and its integration with or into end users’ computer systems; and the
instructions and/or Source Code for all modifications or customizations done for
end users, whether on the end users’ computer systems or on computers systems
hosted for end users.

    


    “Event of Default”
shall have the meaning set forth in Section 8.1(a).

     

    “Final Spin-Off Date”
means December 31, 2010 or such later date as Borrower and Lender may mutually
agree.

     

    “GAAP” means generally
accepted accounting principles in the United States in effect at the time any
determination is made or financial statement is required hereunder as
promulgated by the American Institute of Certified Public Accountants, the
Accounting Principles Board, the Financial Accounting Standards Board or other
body existing from time to time that is authorized to establish or interpret
such principles.

     

    “Governmental
Authority” shall mean the U.S. government, central bank or comparable
U.S. governmental agency, any state or other political subdivision thereof and
any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

     

    “Initial Advance”
means the term loan from Lender to Borrower in the principal amount of Three
Million Dollars ($3,000,000) to be made, subject to the terms and conditions
hereof, on the Initial Advance Date.

     

    “Initial Advance Date”
means the date on which the Initial Advance is made.

     

    “Initial Advance Maturity
Date” means the date that is the fifth anniversary of the Initial Advance
Date.

     

    “Initial Advance Note”
means the promissory note, in the form attached hereto as Exhibit B, in the
principal amount of Three Million Dollars ($3,000,000), executed by Borrower to
the order of Lender and evidencing Borrower’s obligations to repay to Lender the
Initial Advance, including interest thereon.

     

    “Lender” has the
meaning given to it in the preamble.


    
      
         


      

      
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    “Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), security interest, preference, priority or other
security agreement, including without limitation, any conditional sale or other
title retention agreement, and the filing of any financing statement under the
Uniform Commercial Code or comparable law of any jurisdiction in respect of any
of the foregoing.

     

    “Loan Documents” means
this Agreement, the Security Agreement, the Notes and, unless the context
otherwise requires, the Escrow Agreement.

     

    “Material Adverse
Effect” means any occurrence of whatever nature (including any
determination in litigation, arbitration or governmental proceeding or
investigation) which has or is reasonably likely to have a materially adverse
effect on:

     

    (a)           the
assets, business, profits, properties, condition (financial or otherwise),
operations or foreseeable financial prospects of Borrower; or

     

    (b)           the
ability of Borrower to perform any of its payment or other obligations under
this Agreement, the Notes, any other Loan Documents or the transactions
contemplated hereby and thereby.

     

    “Merger” means the
merger of Borrower and Lender, with Lender being the surviving corporation, in
accordance with the terms of the Plan of Merger.

     

    “Merger Date” means
the date, if any, on which the Merger is consummated.

     

    “New Core Software”
means NCBS’s “Single Source” product, in both Source Code and object code
versions, which is a financial industry server-based software application built
within an Oracle relational database structure utilizing the Microsoft “.net”
safe code framework and which is more fully described in Schedule A to the
Reseller Software License and Support Agreement, as revised, enhanced and
updated from time to time, including its documentation and any enhancements,
patches, revisions and updated versions of such software.

    


    “Notes” means the
Initial Advance Note and the Second Advance Note.

     

    “One Year FHLBB Advance
Rate” means, on any date of determination, the rate per annum equal to
the interest rate the Federal Home Loan Bank of Cincinnati charges on fixed rate
advances with a maturity of one year made to its members.

     

    “Person” means an
individual, partnership, corporation, limited liability company, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

     

    “Plan of Merger” has
the meaning given to it in the Recitals.

     

    “RDSI Sale” means any
of the following which occur prior to the Merger:  (a) the sale by
Rurban of a majority of the voting securities of Lender other than by Rurban to
its subsidiaries and other than to the Rurban’s shareholders in connection with
the Spin-Off; (b) the sale of all or substantially all of the assets of Lender;
or (c) the merger or consolidation of Lender with any other Person where Lender
is not the resulting or surviving entity of such merger or consolidation, except
where Rurban is the holder of a majority of the voting securities of the
resulting or surviving entity.


    
      
         


      

      
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    “RDSI Sale Date” means
the date, if any, after the execution of the Plan of Merger and prior to the
Final Spin-Off Date, on which the RDSI Sale occurs.

     

    “Requirements of Law”
means, as to any Person, the articles (certificate) of incorporation or
formation, code of regulations (by-laws), operating agreement or other
organizational agreements or other governing documents of such Person, and any
law, statute, treaty, rule or regulation or determination of an arbitrator or a
court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

     

    “Reseller Software License
and Support Agreement” means the Reseller Software License and Support
Agreement, dated as of April  25, 2009, between Borrower and
Lender.

     

    “Rurban” means Rurban
Financial Corp., an Ohio corporation and sole shareholder of
Lender.

     

    “Second Advance” means
the term loan from Lender to Borrower in the principal amount of Two Million
Dollars ($2,000,000) to be made, subject to the terms and conditions hereof, on
the Second Advance Date.

     

    “Second Advance Date”
means the date on which the Second Advance is made.

     

    “Second Advance Maturity
Date” means the date that is the fifth anniversary of the Second Advance
Date.

     

    “Second Advance Note”
means the promissory note in the form attached hereto as Exhibit C, in the
principal amount of Two Million Dollars ($2,000,000), executed by Borrower to
the order of Lender and evidencing Borrower’s obligations to repay to Lender the
Second Advance, including interest thereon.

     

    “Security Agreement”
means the Security Agreement, in the form attached hereto as Exhibit D, dated as
of the Effective Date, between Lender and Borrower pursuant to which Borrower
grants a security interest to Lender in all of Borrower’s assets to secure
Borrower’s obligations to Lender under this Agreement and the
Notes.

     

    “Source Code” means
the software program instructions in text (human readable) format that once
translated or compiled into machine readable form (also know as a “object code
version”) can be loaded into a computer and will produce the same features and
functions as the production software.  “Source Code” includes, but is
not limited to, all documentation and operating comments that allow an
understanding of the software’s logic and structure.

    


    “Spin-Off” means the
distribution of not less than 80% of the outstanding shares of common stock of
Lender to the then-existing shareholders of Rurban.


    
      
         


      

      
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    “Voting Agreement(s)”
means the agreement(s) of certain shareholders of Borrower pursuant to which
they agree to (a) vote for the adoption and approval of the Plan of Merger and
the Merger and (b) not transfer their shares of Borrower prior to the
consummation of the Merger, subject to certain limited exceptions.

     

    Section
1.2    Use of
Terms.  Unless otherwise
defined or the context otherwise requires, terms for which meanings are provided
in this Agreement shall have such meanings when used in the exhibits and
schedules hereto, the other Loan Documents and any other communications
delivered from time to time in connection with this Agreement.  Terms
defined in the singular shall have a comparable meaning when used in the plural,
and vice versa, unless otherwise defined in the plural.

     

    Section
1.3    Cross
References; Headings.  The words
“hereof”, “herein” and “hereunder” and words of similar import when used in this
Agreement or in any of the other Loan Documents shall refer to this Agreement or
such Loan Documents as a whole and not to any particular provision of this
Agreement or such Loan Documents.  Section, article, schedule and
exhibit references contained in this Agreement are references to sections,
articles, schedules and exhibits in or to this Agreement unless otherwise
specified.  Any reference in any section or definition to any clause
is, unless otherwise specified, to such clause of such section or
definition.  The various headings in this Agreement and the other Loan
Documents are inserted for convenience of reference only and shall not affect
the meaning or interpretation of this Agreement or the other Loan Documents or
any provision hereof or thereof.

     

    Section
1.4    Accounting
Terms.  Any accounting
term used in this Agreement and in the other Loan Documents and any certificate
or other document made or delivered pursuant hereto or thereto that is not
specifically defined shall have the meaning customarily given in accordance with
GAAP; provided, however, that in the event that changes in GAAP shall be
mandated by the Financial Accounting Standards Board, or any similar accounting
body of comparable standing, and to the extent that such changes would modify or
could modify such accounting terms or the interpretation or computation thereof,
such changes shall be followed in defining such accounting terms only from and
after the date Borrower and Lender shall have amended this Agreement to the
extent necessary to reflect any such changes in the financial covenants and
other terms and conditions of this Agreement.

     

    ARTICLE
II

     

    Advances;
Repayment

     

    Section
2.1    Initial
Advance; Principal Due Date.  Provided that all
of the conditions set forth in Section 3.1 hereof are satisfied, Lender shall
make the Initial Advance to Borrower within five Business Days following the
Effective Date.  Unless sooner due because of an acceleration as a
result of an Event of Default, the principal amount of the Initial Advance shall
be due and payable on the Initial Advance Maturity Date, provided, that (a) if
neither the Spin-Off nor the RDSI Sale occurs on or before the Final Spin-Off
Date, the principal amount of the Initial Advance shall be due and payable on
the later of the Initial Advance Maturity Date and 36 months after the Final
Spin-Off Date or (b) if the RDSI Sale occurs, the principal amount of the
Initial Advance shall be due and payable on the later of the Initial Advance
Maturity Date and 36 months after the RDSI Sale Date.


    
      
         


      

      
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    Section
2.2    Second
Advance; Principal Due Date.  Provided that all
of the conditions set forth in Section 3.2 hereof are satisfied, Lender shall
make the Second Advance to Borrower on the Second Advance
Date.  Unless sooner due because of an acceleration as a result of an
Event of Default, the principal amount of the Second Advance shall be due and
payable on the Second Advance Maturity Date, provided, that (a) if neither the
Spin-Off nor the RDSI Sale occurs on or before the Final Spin-Off Date, the
principal amount of the Second Advance shall be due and payable on the later of
the Second Advance Maturity Date and 36 months after the Final Spin-Off Date, or
(b) if the RDSI Sale occurs, the principal amount of the Second Advance shall be
due and payable on the later of the Second Advance Maturity Date and 36 months
after the RDSI Sale Date.

     

    Section
2.3    Interest
Rate; Interest Due Date(s).  The Advances
shall bear interest from the date of the Initial Advance and separately from the
date of the Second Advance at the rate per annum equal to three percent (3%)
plus the One Year FHLBB Advance Rate as in effect on the date of such
Advance.  The interest rate shall adjust on each anniversary of the
Initial Advance and the Second Advance, as appropriate, to a rate per annum
equal to three percent (3%) plus the One Year FHLBB Advance Rate in effect on
such anniversary date.  Interest shall accrue and shall be due and
payable on the Final Spin-Off Date, provided, that (a) if neither the Spin-Off
nor the RDSI Sale occurs on or before the Final Spin-Off Date, Borrower shall
pay all accrued interest on the Final Spin-Off Date, and any interest accrued
thereafter shall be due and payable monthly on the first day of each following
month, or (b) if the RDSI Sale occurs, Borrower shall pay all accrued interest
on the RDSI Sale Date, and any interest accrued thereafter shall be due and
payable monthly in arrears on the first day of each month thereafter.  Any Advances that are
not paid when due shall bear interest at the Default Rate.

     

    Section
2.4    Notes.  The Advances made
by Lender to Borrower pursuant hereto shall be evidenced by an Initial Advance
Note and a Second Advance Note each payable to the order of Lender in an
aggregate amount equal to the principal amount of the Initial Advance or the
Second Advance, as appropriate.  Each Note shall (i) be dated as of
the date such Note is issued, (ii) be in a principal amount corresponding to the
Initial Advance or Second Advance, as appropriate, (iii) bear interest as
determined pursuant to this Agreement, (iv) mature as provided in this
Agreement, and (v) require accrued interest to be paid in accordance with the
terms of this Agreement.

     

    Section
2.5    Prepayment.  The Advances may
be prepaid in whole or in part at any time without penalty.

     

    Section
2.6    Use of
Proceeds.  Borrower
represents and agrees that the proceeds of the Advances made hereunder shall be
used by Borrower for working capital, funding software development, repayment of
principal and interest on shareholder loans as permitted in Section 6.5, and
general corporate purposes.


    
      
         


      

      
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    Section
2.7    Conversion
of Notes to Equity.
Either or both of the Notes may be converted to equity in Borrower (a) at
any time upon the mutual agreement of Borrower and Lender or (b) by Borrower if
the merger and acquisition is not completed in accordance with the Plan of
Merger.  In either case, the valuation for the equity conversion shall
be based on the same model as the Computed Valuation of New
Core.  Borrower may choose to pay a portion of the principal amount of
the Note(s) so converted and accrued interest thereon in cash so that, after
giving effect to the conversion of the Note(s), Lender’s equity interest in
Borrower is no more than 25%.  As a condition to the conversion of
either or both of the Notes (or any portion thereof) to equity pursuant to this
Section 2.7, Borrower and its shareholders shall enter into a shareholders’
agreement with Lender that (i) contains provisions substantially in the form set
forth in Exhibit E attached hereto, pursuant to which Lender will be entitled to
tag along/drag along rights and financial information rights, and (ii) provides
customary registration rights to Lender.

     

    Section
2.8    Subordination.  The Debt
evidenced by this Agreement and the Notes shall be junior and subordinate to all
of Borrower’s Debt for borrowed money except for Borrower’s Debt now existing or
hereafter arising to Borrower’s shareholders (the “Shareholder
Loans”).  This Agreement, the Notes and the other Loan Documents
shall, at the request of Borrower or Lender, bear an appropriate legend
evidencing this subordination.  Nothing in this Section 2.8 is
intended to mitigate or supersede Borrower’s right to pay the Shareholder Loans
as permitted under Section 6.5.

     

    ARTICLE
III

     

    Conditions to
Lending

     

    Section
3.1    Conditions to Initial
Advance.

     

    The
agreement of Lender to make the Initial Advance hereunder is subject to the
satisfaction of the following conditions precedent:

     

    (a)    Representations
and Warranties.  Each of the
representations and warranties made by Borrower in or pursuant to this
Agreement, the Initial Advance Note or any other Loan Document delivered in
connection herewith or therewith shall be true and correct in all material
respects on and as of such date as if made on and as of such date, unless stated
to relate to a specific earlier date.

     

    (b)    No
Default.  No Default or
Event of Default shall have occurred and be continuing on the Initial Advance
Date or after giving effect to the Initial Advance requested by Borrower to be
made on such date.

     

    (c)    Conversion
of First Bank to New Core Software.  The first
financial institution shall be subject to a Converted Contract being in place
using the New Core Software.

     

    (d)    Loan
Documents.  Lender shall have
received (i) this Agreement, executed and delivered by a duly authorized officer
of Borrower, (ii) the Initial Advance Note, conforming to the requirements
hereof, executed and delivered by a duly authorized officer of Borrower, and
(iii) each of the other Loan Documents (other than the Second Advance Note and
the Escrow Agreement), conforming to the requirements hereof, executed and
delivered by a duly authorized officer or representative of
Borrower.


    
      
         


      

      
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    (e)    Software
Documents.  Borrower and
Lender shall have executed the Reseller Software License and Support Agreement
and the Escrow Agreement.

     

    (f)     Plan of
Merger; Voting Agreements.  Lender shall have
received evidence to its satisfaction that the Plan of Merger, the Voting
Agreement(s) and all other agreements contemplated thereby to be executed before
or simultaneously with the Plan of Merger have been duly executed and delivered
by all necessary parties thereto.

     

    (g)    Consents.  Lender shall have
received true copies (in each case certified as to authenticity on such date by
such Person as may be appropriate or may be reasonably required by Lender) of
all documents and instruments, including all consents, authorizations and
filings, required or advisable under any Requirements of Law or by any
Contractual Obligation in connection with the execution, delivery, performance,
validity and enforceability of this Agreement, the Initial Advance Note and the
other Loan Documents (other than the Second Advance Note and the Escrow
Agreement), and such consents, authorizations and filings shall be reasonably
satisfactory in form and substance to Lender and its counsel and be in full
force and effect.

     

    (h)    Corporate
Documents.  Lender shall have
received true and complete certified copies of Borrower’s articles (certificate)
of incorporation, code of regulations (by-laws), or other governing documents,
and a copy of the resolutions (in form and substance satisfactory to Lender) of
the board of directors (or other governing Person or board) of Borrower
authorizing (i) the execution, delivery and performance of this Agreement, the
Initial Advance Note and the other Loan Documents, (ii) the consummation of the
transactions contemplated hereby and thereby, (iii) the borrowing and other
financial transactions provided for herein, and (iv) the documents provided for
in this Agreement, certified by the secretary or an assistant secretary (or
other appropriate representative) of Borrower.  Such certificate shall
state that the resolutions set forth therein have not been amended, modified,
revoked or rescinded as of the Initial Advance Date.

     

    (i)     Good
Standing Certificates.  Lender shall have
received copies of certificates dated as of a recent date from the Secretary of
State, or other appropriate authority, of such jurisdiction, evidencing the good
standing (or comparable status) of Borrower in the jurisdiction of its
incorporation.

     

    (j)     Incumbency
Certificates.  Lender shall have
received a certificate of the secretary or an assistant secretary (or other
appropriate representative) of Borrower as to the incumbency and signature of
the officer(s) or other representatives of Borrower executing this Agreement,
the Initial Advance Note, the other Loan Documents (other than the Second
Advance Note) and any certificate or other documents to be delivered pursuant
hereto or thereto.

     

    (k)    UCC
Searches; Release of Existing Liens. Lender shall have received
(i) appropriate UCC security interest searches which name Borrower (and any
predecessor name of Borrower including, without limitation, New Core Banking
Systems, LLC and Core ASP, LLC), as a “debtor”; and (ii) all filing receipts,
acknowledgments or other evidence satisfactory to it evidencing any recordation
or filing necessary to release all Liens (except Liens permitted
hereby).


    
      
         


      

      
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    (l)     Financial
Information.  Lender shall have
received a copy of the financial statements referred to in Section
4.7.

     

    (m)   No
Litigation. No
suit, action, investigation, inquiry or other proceeding (including, without
limitation, the enactment or promulgation of a statute or rule) by or before any
arbitrator or any Governmental Authority shall be pending and no preliminary or
permanent injunction or order by a state or federal court shall have been
entered (i) in connection with this Agreement, the Initial Advance Note, the
other Loan Documents or any of the transactions contemplated hereby or thereby,
or (ii) which, in the reasonable judgment of Lender, would have a Material
Adverse Effect.

     

    (n)    No
Violation.  The consummation
of the transactions contemplated hereby and by the Notes and the other Loan
Documents shall not contravene, violate or conflict with, nor involve Lender in
a violation of, any Requirement of Law.

     

    (o)    Additional
Documents.  Lender shall have
received each additional document, instrument or item of information reasonably
requested by Lender.

     

    (p)    Additional
Matters. All
corporate and other proceedings, and all documents, instruments and other legal
matters in connection with the transactions contemplated by this Agreement, the
Initial Advance Note and the other Loan Documents shall be reasonably
satisfactory in form and substance to Lender.

     

    Section
3.2    Conditions to Second
Advance.

     

    The
agreement of Lender to make the Second Advance is subject to the satisfaction of
the following conditions precedent as of the Second Advance Date:

     

    (a)    No
Default.  No Default or
Event of Default shall have occurred and be continuing on the Second Advance
Date or after giving effect to the Second Advance requested by Borrower to be
made on such date.

     

    (b)    Conversion
of Fifth Bank to New Core Software.  The fifth
financial institution shall be subject to a Converted Contract being in place
using the New Core Software.

     

    (c)    Second
Advance Note.  Lender shall have
received the Second Advance Note, conforming to the requirements hereof,
executed and delivered by a duly authorized officer of Borrower.

     

    (d)    Representations
and Warranties.  Each of the
representations and warranties made by Borrower in or pursuant to this
Agreement, the Notes or any other Loan Document delivered in connection herewith
or therewith shall be true and correct in all material respects on and as of
such date as if made on and as of such date, unless stated to relate to a
specific earlier date.

     

    (e)    No
Litigation. No
litigation, investigation or proceeding before or by any arbitrator or
Governmental Authority shall be continuing or threatened against Borrower
questioning the enforceability of, or Borrower's authority to enter into, this
Agreement, the Notes or the other Loan Documents.


    
      
         


      

      
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    (f)     Consents.  Lender shall have
received true copies (in each case Certified as to authenticity on such date by
such Person as may be appropriate or may be reasonably required by Lender) of
all documents and instruments, including all consents, authorizations and
filings, required or advisable under any Requirements of Law or by any
Contractual Obligation in connection with the execution, delivery, performance,
validity and enforceability of the Second Advance Note, and such consents,
authorizations and filings shall be reasonably satisfactory in form and
substance to Lender and its counsel and be in full force and
effect.

     

    (g)    Additional
Documents.  Lender shall have
received each additional document, instrument or item of information reasonably
requested by Lender.

     

    (h)    Additional
Matters. All
corporate and other proceedings, and all documents, instruments and other legal
matters in connection with the transactions contemplated by this Agreement, the
Notes and the other Loan Documents shall be reasonably satisfactory in form and
substance to Lender.

     

    ARTICLE
IV

     

    Representations and
Warranties

     

    Borrower
represents and warrants to Lender that:

     

    Section
4.1    Good
Standing and Qualification. Borrower (i) is a
corporation duly incorporated, organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, (ii) has all requisite
power and authority to own and operate its properties and to carry on its
business as presently conducted, (iii) is duly qualified as a foreign
corporation to do business in, and is in good standing (or comparable status)
under the laws of, each jurisdiction where, by the nature of its business or
because of the character of the properties owned or leased by it or the
transaction of its business, failure to be so qualified would have a Material
Adverse Effect or where failure to qualify would affect the ability of Borrower
to enforce any of its material rights, and (iv) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
would not, in the aggregate, have a Material Adverse Effect.

     

    Section
4.2    Authority.  Borrower has full
power and authority (i) to enter into this Agreement and all other Loan
Documents, (ii) to make the borrowings contemplated by this Agreement, (iii) to
execute, deliver and perform this Agreement, the Notes and the other Loan
Documents and to incur the obligations provided for herein and therein, all of
which have been duly authorized by all necessary and proper corporate
action.  No consent, waiver or authorization of, or filing with, any
Person (including without limitation any Governmental Authority), is required to
be made or obtained by Borrower in connection with the borrowings hereunder or
the execution, delivery, performance, validity or enforceability of this
Agreement and all other Loan Documents.


    
      
         


      

      
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    Section
4.3    Binding
Agreements. This
Agreement constitutes, and the Notes and all other Loan Documents, when executed
and delivered pursuant hereto for value received, shall constitute, the valid
and legally binding obligations of Borrower, enforceable in accordance with
their respective terms.

     

    Section
4.4    Litigation. There are no actions, suits,
investigations or administrative proceedings of or before any court, arbitrator
or Governmental Authority, pending or, to the knowledge of Borrower, threatened
against Borrower or any of its properties or assets (i) in which, either in any
case or in the aggregate, (x) an adverse outcome for Borrower is probable (as
used in this context, “probable” means, as reasonably determined by Lender, the
prospects of the claimant not succeeding are judged to be extremely doubtful and
the prospects for success by Borrower in its defense are judged to be slight),
and (y) which, if so adversely determined, would have a Material Adverse Effect;
or (ii) question the validity of this Agreement or any other Loan Documents or
any action to be taken in connection with the transactions contemplated hereby
and thereby.

     

    Section
4.5    No
Conflicting Law or Agreements. The execution, delivery and
performance by Borrower of this Agreement and all other Loan Documents: (i) do
not and will not violate any Requirement of Law; (ii) do not and will not
violate any order, decree or judgment by which Borrower is bound; (iii) do not
and will not violate or conflict with, result in a breach of or constitute (with
notice, lapse of time, or otherwise) a default under any material agreement,
mortgage, indenture or other Contractual Obligation to which Borrower is a
party, or by which Borrower’s properties are bound, which violation would have a
Material Adverse Effect; or (iv) do not and will not result in the creation or
imposition of any Lien upon any property or assets of Borrower, except in favor
of Lender.

     

    Section
4.6    Taxes.  With respect to
all taxable periods, Borrower has filed all tax returns which are required to be
filed and all federal, state, municipal, franchise and other taxes shown to be
due and payable on such filed returns have been paid or have been reserved
against, as required by GAAP, and Borrower knows of no unpaid assessment against
it.

     

    Section
4.7    Financial
Statements.  Borrower has
heretofore delivered to Lender unaudited (reviewed) financial statements
(balance sheet, income statement, and cash flow statements) for the years 2007
and 2008 and unaudited financial statements for the interim period ended March
31, 2009.  The financial statements referred to in this Section 4.7 do
not contain any untrue statement of a material fact or omit a material fact
necessary to make the statements contained therein not misleading.

     

    Section
4.8    Adverse
Developments.  Since the date of
the financial statements most recently furnished to Lender, there has been no
change in the business, prospects, operations or condition, financial or
otherwise, of Borrower or any of its properties or assets which would,
individually or in the aggregate, have a Material Adverse Effect.

     

    Section
4.9    Existence
of Assets and Title Thereto.  Borrower has good
title to its properties and assets, including the properties and assets
reflected in the financial statements referred to herein.  The
Collateral is not subject to any Lien except as expressly permitted under the
terms of this Agreement.


    
      
         


      

      
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    Section 4.10  Regulations
T, U or X.  Borrower is not
engaged, nor will Borrower engage, principally or as one of its important
activities, in the business of extending credit for the purpose of “purchasing”
or “carrying” any “margin stock” under Regulation U of the Board of Governors of
the Federal Reserve System as now or from time to time in effect.  No
part of the proceeds of the borrowings hereunder will be used, directly or
indirectly, for the purpose of “purchasing” or “carrying” any “margin
stock”.  The terms “purchasing,” “carrying” and “margin stock” shall
be as defined in Regulation U promulgated by the Board of Governors of the
Federal Reserve System.  No part of the proceeds of the borrowings
hereunder will be used, directly or indirectly, for any purpose which violates,
or which is inconsistent with, the provisions of Regulations T, U or X of said
Board of Governors.  If requested by Lender, Borrower shall furnish to
Lender a statement in conformity with the requirements of Federal Reserve Form
U-1 referred to in said Regulation U to the foregoing effect.

     

    Section 4.11  Compliance.  No Default or
Event of Default has occurred or is existing.  Borrower is not in
default with respect to any order, writ, injunction or decree of any court or of
any Governmental Authority or in violation of any Requirement of Law to which it
or its properties are subject, which default or violation might have a Material
Adverse Effect.

     

    Section 4.12  Investment
Company; Holding Company.  Borrower is not
(i) an “investment company” or a company “controlled” by an “investment company”
within the meaning of the Investment Company Act of 1940, as amended, (ii) a
“holding company” within the meaning of the Public Utility Holding Company Oct
of 1935, as amended, or (iii) subject to any regulatory provision which
restricts its ability to incur Debt.

     

    Section 4.13 Accuracy
of Information.   All
information, reports and other papers and data (including without limitation,
copies of all filings made with all Governmental Authorities) furnished
heretofore or contemporaneously herewith by or on behalf of Borrower to Lender
for purposes of or in connection with this Agreement and the other Loan
Documents and the transactions contemplated hereby and thereby, is, and all
other such information hereafter furnished by or on behalf of Borrower to Lender
will be, true and accurate in every material respect on the date as of which
such information is dated or certified.

     

    ARTICLE
V

     

    Affirmative
Covenants

     

    Until
payment in full of the Notes and all other amounts and obligations owing to
Lender hereunder and under the other Loan Documents, Borrower shall, unless
Lender otherwise consents in writing:

     

    Section
5.1    Financial
Statements.  Furnish to
Lender:

     

    (a)    as
soon as available, but in any event on or before June 15, 2009, a copy of the
audited balance sheet of Borrower as at December 31, 2008 and the related
audited statements of income and cash flows for the fiscal year ended December
31, 2008, together with the unqualified opinion of independent certified public
accountants of recognized standing;


    
      
         


      

      
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    (b)    as
soon as available, but in any event within 75 calendar days after the end of the
fiscal year, beginning with fiscal year 2009, of Borrower, a copy of the audited
balance sheet of Borrower as at the end of such fiscal year and the related
audited statements of income and cash flows for such fiscal year, setting forth
in each case in comparative form the figures for the previous year, together
with the unqualified opinion of independent certified public accountants of
recognized standing; and

     

    (c)    as
soon as available, but in any event within 15 calendar days after the end of
each month, a copy of the unaudited balance sheet of Borrower as at the end of
such month and the related unaudited statements of income and changes in
shareholders’ equity for such month.

     

    Section
5.2    Certificates;
Other Information.   Furnish to
Lender:

     

    (a)    concurrently
with the delivery of each annual financial statement referred to in Section
5.1(a) and each monthly financial statement referred to in Section 5.1(b), a
certificate of an Authorized Officer of Borrower (in such form as shall be
reasonably acceptable to Lender) stated to have been made after due examination
by such Authorized Officer stating whether any Default or Event of Default
exists on the date of such certificate and, if any Default or Event of Default
then exists, setting forth the details thereof and the action which Borrower is
taking or proposes to take with respect thereto; and

     

    (b)    promptly,
on reasonable notice to Borrower, such additional financial and other
information as Lender may from time to time reasonably request.

     

    Section
5.3    Payment
of Obligations.
Pay, discharge or otherwise satisfy, at or before maturity or before they
become delinquent, as the case may be, all its Debt, including without
limitation all amounts due under the Notes and hereunder, and other material
obligations of whatever nature, except for any Debt or other obligations, when
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of Borrower.

     

    Section
5.4    Compliance
with Law.  Comply with all
Requirements of Law.

     

    Section
5.5    Maintenance
of Escrow Materials in Escrow.  Maintain the
Escrow Materials in accordance with the terms of the Escrow Agreement,
including, without limitation, promptly  updating the Source Code to
properly reflect any enhancements and upgrades to the New Core
Software.

     

    Section
5.6    Inspection
of Property, Books and Records, Discussions.  Keep proper books
of record and account in which full, true and correct entries in conformity with
GAAP and all Requirements of Law shall be made of all dealings and transactions
in relation to its business and activities, subject in the case of interim
statements to year-end audit adjustments; and permit Lender (at Borrower’s
expense) to (i) visit and inspect any of its properties, and examine and make
abstracts from any of the books and records at any reasonable time and as often
as may reasonably be requested, and (ii) discuss the business, operations,
properties and financial and other condition of Borrower with appropriate
officers of Borrower and, if notice thereof is given to Borrower prior to the
date of such discussions and provided  Borrower shall be entitled to
participate in such discussions, with its independent certified public
accountants.


    
      
         


      

      
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    Section
5.7    Notices.

     

    (a)    Promptly
give notice to Lender:

     

    (i)           of
the occurrence of any Default or Event of Default;

     

    (ii)          of
any (A) default under any loan, letter of credit agreement or acceptance
agreement, (B) default under any other Contractual Obligations that would enable
the obligee of such obligations to compel Borrower to immediately pay all
amounts owing thereunder or otherwise accelerate payments thereunder and which
would have a Material Adverse Effect, or (C) litigation, investigation or
proceeding which may exist at any time between Borrower and any Governmental
Authority, which (x) an adverse outcome for any such Borrower is probable (as
used in this context, “probable” means, as reasonably determined by Lender, the
prospects of the claimant not succeeding are judged to be extremely doubtful and
the prospects for success by Borrower in its defense are judged to be slight),
and (y) if so adversely determined, would have a Material Adverse
Effect;

     

    (iii)         of
any litigation or proceeding brought or threatened against Borrower (A) in which
the aggregate amount involved is $25,000 or more, or (B) in which injunctive or
similar relief is sought; or

     

    (iv)         of
any change relating to the business, operations, property or financial or other
condition of Borrower which may have a Material Adverse Effect.

     

    (b)    Each
notice pursuant to this Section 5.7 shall be accompanied by a statement of an
Authorized Officer setting forth details of the occurrence referred to therein
and stating what action Borrower propose to take with respect
thereto.

     

    Section
5.8    Taxes.  Pay and discharge
all taxes, assessments, governmental charges and levies upon or collected by
Borrower as and when they become due and payable, unless, and only to the extent
that, such taxes, assessments, governmental charges and levies shall be
contested in good faith by appropriate proceedings and shall have been reserved
against as required by GAAP by Borrower.

     

    Section
5.9    Indemnification.

     

    (a)    Defend,
indemnify and hold Lender, its affiliates and holding companies and their
respective officers, directors, agents and employees harmless against any and
all loss, cost, expense (including the reasonable fees and expenses of counsel),
claims or actions relating to or arising out of this Agreement, the Notes and
the other Loan Documents, or any actual or proposed use of proceeds of the
Advances, regardless of whether or not the disbursement of any Advances shall
actually occur, unless any such loss, cost, expense, claim or action are due to
the gross negligence or willful misconduct of Lender.  The provisions
of this Section 5.9 shall survive the termination of this
Agreement.


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

     

    (b)    If
any claim, action or proceeding (a “Proceeding”) is made or brought against
Lender or any of its officers, directors, agents and employees in respect of
which indemnity may be sought hereunder, Lender shall promptly (but in any event
within thirty (30) days of receiving notice of any such claim or action) give
notice to Borrower of the Proceeding; provided that the failure of Lender to
give such notice shall not relieve Borrower from any of their obligations under
this Section 5.9 unless the failure prejudices the defense by Borrower of the
Proceeding, and then only to the extent of any such
prejudice.  Following receipt by Borrower of such notice from Lender,
Borrower will be entitled to participate in such Proceeding and, to the extent
that it wishes (unless (i) Borrower is also a party to such Proceeding and
Lenders determines in good faith that joint representation would be
inappropriate, or (ii) Borrower fails to provide reasonable assurance to Lender
of its financial capacity to defend such Proceeding and provide indemnification
with respect to such Proceeding), to assume the defense of such Proceeding with
counsel satisfactory to Lender.  If Borrower assumes the defense of a
Proceeding, (i) it will be conclusively established for purposes of this Section
5.9 that the claims made in that Proceeding are within the scope of and subject
to indemnification; (ii) no compromise or settlement of such claims may be
effected by Borrower without Lender’s consent unless (A) there is no finding or
admission of any violation of law or any violation of the rights of any Person
and no material effect on any other claims that may be made against Lender, and
(B) the sole relief provided is monetary damages that are paid in full by
Borrower; and (iii) Lender will have no liability with respect to any compromise
or settlement of such claims effected without its consent.  If notice
is given to Borrower of the commencement of any Proceeding and Borrower does
not, within twenty (20) days after Lender’s notice is given, give notice to
Lender of its election to assume the defense of such Proceeding, Borrower will
be bound by any determination made in such Proceeding or any compromise or
settlement effected by Lender (to the extent is thereafter conclusively
established for purposes of this Section 5.9 that the claims made in that
Proceeding are within the scope of and subject to indemnification).

     

    (c)    Notwithstanding the
foregoing, if Lender determines in good faith that there is a reasonable
probability that a Proceeding may adversely affect it or its affiliates other
than as a result of monetary damages for which it would be entitled to
indemnification under this Section 5.9, Lender may, by notice to Borrower,
assume the exclusive right to defend, compromise, or settle such Proceeding, but
Borrower will not be conclusively bound by any determination of a Proceeding so
defended or any compromise or settlement effected without its consent (which may
not be unreasonably withheld).

    


    Section 5.10  Corporate
Existence; Foreign Qualification.  Do or cause to be
done at all times all things necessary to: (i) maintain and preserve its
existence, as a corporation or other entity, as the case may be; and (ii) be
duly qualified to do business and be in good standing as a foreign corporation
or other entity in each jurisdiction where failure to do so will have a Material
Adverse Effect.

     

    Section 5.11  Performance
Under Loan Documents.  Perform all
obligations required to be performed by it under the terms of this Agreement,
the other Loan Documents and any other agreements now or hereafter existing or
entered into between Borrower and Lender.

     

    Section 5.12  Maintenance
of Business.  Maintain the
general character of the business of Borrower as presently
conducted.


    
      
         


      

      
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    ARTICLE
VI

     

    Negative
Covenants

     

    Until
payment in full of the Notes and all other amounts and obligations owing to
Lender hereunder and under the other Loan Documents, Borrower shall not, unless
Lender shall otherwise consent in writing:

     

    Section
6.1    Additional
Borrowings. Incur
any Debt for borrowed money in excess of $50,000 in any fiscal year, other than
(a) the Debt evidenced by this Agreement, (b) Debt in existence on the Effective
Date, and (c) Debt in an amount not to exceed $150,000 at any time outstanding
to fund the acquisition of equipment in the ordinary course of business for
resale within six months.

     

    Section
6.2    Additional
Liens.  Create, incur,
assume or suffer to exist (i) any Lien upon or in any of the Collateral, whether
now owned or hereafter acquired except as specifically permitted under this
Agreement or the Security Agreement, or (ii) an agreement with any Person (other
than Lender) which prohibits or restricts the granting of any such Lien of any
kind in favor of Lender, except:

     

    (a)    Liens
securing Debt permitted by Section 6.1 hereof;

     

    (b)    Liens
securing taxes, assessments, fees or other governmental charges or
levies;

     

    (c)    Liens
incurred or deposits made in the ordinary course of business (i) in connection
with worker’s compensation, unemployment insurance, social security and other
similar laws, or (ii) to secure the performance of bids, tenders, sales,
contracts, public or statutory obligations, customs, appeal and performance
bonds, or (iii) other similar obligations not incurred in connection with the
borrowing of money, the obtaining of advances or the payment of the deferred
purchase price of property; and

     

    (d)    Liens
in respect of judgments or awards with respect to which Borrower is, in good
faith, prosecuting an appeal or proceeding for review and with respect to which
a stay of execution upon such appeal or proceeding for review has been
granted.

     

    Section
6.3    Sale of
Assets.  Except for the
sale of inventory and other assets that are purchased for resale and sold within
six months of such purchase, sell or otherwise dispose of assets in the
aggregate amount in excess of $10,000 on an annual calendar basis.

     

    Section
6.4   Distributions
to Shareholders.  Except for
distributions to its shareholders to pay such shareholders’ income taxes if
Borrower is an S corporation, make any cash distributions or dividends to its
shareholders in excess of $50,000 in the aggregate in any fiscal
year.


    
      
         


      

      
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    Section
6.5    Payment
of Shareholder Loans.  Make any payments of principal or
interest on any loans or advances to Borrower from Borrower’s shareholders (the
“Shareholder Loans”) except, so long as no Event of Default exists hereunder,
Borrower may make (a) regularly scheduled payments of interest earned and
accrued on the Shareholder Loans after the Effective Date, (b) after Borrower’s
receipt of the proceeds of the Initial Advance, payments which in the aggregate
do not exceed the lesser of $1,000,000 and the principal amount then owed by
Borrower to John Aranowicz pursuant to the Shareholder Loans from John Aranowicz
and (c) after Borrower’s receipt of the proceeds of the Second Advance, payments
which in the aggregate do not exceed the lesser of $500,000 and the principal
amount then owed by Borrower to John Aranowicz pursuant to the Shareholder Loans
from John Aranowicz.

    


    Section
6.6    Creation
of Subsidiaries.  Create any subsidiaries or make any other
investments in any other Person.

     

    ARTICLE
VII

     

    Financial
Covenants

     

    Until
payment in full of the Notes and all other amounts and obligations owing to
Lender hereunder and under the other Loan Documents:

    


    Section
7.1    Insurance.  Borrower
shall keep (i) all of the property of Borrower of an insurable nature, including
without limitation the Collateral, insured at all times against such risks to
the extent that like properties are customarily insured by other companies
engaged in the same or similar business similarly situated, and (ii) adequate
insurance at all times with financially sound and responsible insurance carriers
acceptable to Lender against general liability and liability on account of
damage to personal and properties under all applicable workman compensation
laws.  Those insurance policies which provide coverage for property
which is part of the Collateral shall (a) be in such form as Lender may approve
or reasonable require, (b) provide that Lender shall receive prompt notice of
any claim filed thereunder, (c) include a standard mortgagee clause with loss
payable for all claim in excess of $5,000.00 to Lender, and (d) provide that no
adverse alteration or cancellation thereof shall be effective as against Lender
until thirty (30) days after written notice of such alteration or cancellation
is received by Lender.  Borrower shall provide certificates of
insurance coverage as and when required by Lender.

    


    Section
7.2    Guaranties
and Other Liabilities.  Borrower shall not purchase or
repurchase (or agree, contingently or otherwise to do so) the indebtedness of,
or assume, guarantee (directly or indirectly or by an instrument having the
affect of assuring another's payment or performance of any obligation or
capability of doing so), endorse or otherwise become liable, directly or
indirectly, connection with the obligations, stock or dividends of any person or
entity, except by endorsement of negotiable instruments for deposit or
collection in the ordinary course of business.

    


    ARTICLE
VIII

     

    Events of Default;
Remedies

     

    Section
8.1    Events of
Default; Remedies.
(a)     The occurrence of any of the following
shall constitute an “Event of Default” hereunder:


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    

     

    (i)           Borrower
fails to pay any principal or interest payable under the Notes in accordance
with their terms and such failure to pay is not cured within ten (10) days after
written notice from Lender;

     

    (ii)          Borrower
fails to observe or perform any other term of the Notes, this Agreement or any
other Loan Document, and such failure to observe or perform continues for more
than 30 days after such failure shall first become known to any Authorized
Officer of Borrower;

     

    (iii)         Borrower
(A) intentionally makes any materially incorrect or misleading representation,
warranty, or certificate to Lender; or (B) intentionally makes any materially
incorrect or misleading representation in any financial statement or other
information delivered to Lender;

     

    (iv)         Borrower
becomes insolvent or unable to pay its debts as they become due;

     

    (v)          Borrower
(A) makes an assignment for the benefit of creditors; (B) consents to the
appointment of a custodian, receiver, or trustee for itself or for a substantial
part of its assets; or (C) commences or consents to any proceeding under any
bankruptcy, reorganization, liquidation, insolvency or similar laws of any
jurisdiction;

     

    (vi)         a
custodian, receiver or trustee is appointed for Borrower, or for a substantial
part of its assets, without its consent and is not removed within 60 days after
such appointment;

     

    (vii)        proceedings
are commenced against Borrower under any bankruptcy, reorganization,
liquidation, or similar laws of any jurisdiction, and such proceedings remain
undismissed for 60 days after commencement;

     

    (viii)       any
judgment is entered against Borrower, or any attachment, levy or garnishment is
issued against any property of Borrower, in excess of $25,000, individually or
in the aggregate, and which judgment, attachment, levy or garnishment has not
been discharged, vacated, bonded or stayed within 60 days of being so entered or
after such issuance;

     

    (ix)          other
than with respect to this Agreement or the other Loan Documents, Borrower
defaults under any agreement, obligation or instrument between Borrower and
Lender, including without limitation the Plan of Merger and any agreements
contemplated thereby and such default continues past the applicable cure
periods, if any; or

     

    (x)           the
lien on and security interest in the Collateral in favor of Lender pursuant to
the Security Agreement ceases to remain a valid lien on and first priority
security interest in the Collateral as a result of Borrower's action or
inaction.


    
      
         


      

      
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    (b)    Upon
the happening of any of the foregoing Events of Default, Lender may, in its sole
discretion by notice to Borrower, (x) terminate Lender’s Commitment to make
further Advances, and (y) declare all amounts owing under the Notes, this
Agreement and all other Loan Documents to be, and the same shall thereupon
become, immediately due and payable without presentment, demand, protest, or
other notice of any kind, all of which are hereby waived by Borrower; provided,
however, that in the case of any of the Events of Default specified in clauses
8.1(a)(iv), (v), (vi) and (vii) above with respect to Borrower, without any
notice to Borrower or any other act by Lender, the Commitment of Lender to make
further Advances shall thereupon terminate and all amounts owing under the
Notes, this Agreement and all other Loan Documents shall become immediately due
and payable without presentment, demand, protest, or other notice of any kind,
all of which are hereby waived by Borrower.

     

    (c)    Upon
the happening of any of the foregoing Events of Default, Lender shall have all
of the rights and remedies provided by any law or agreement, including the Loan
Documents.  Borrower shall be liable to Lender for all reasonable
costs and expenses of every kind incurred in the making or collection of amounts
due hereunder and under the Notes and the other Loan Documents, including,
without limitation, reasonable attorneys’ fees and court costs, and for any
deficiency remaining after disposition of the Collateral.  These costs
and expenses shall include, without limitation, any costs or expenses incurred
by Lender in any bankruptcy, reorganization, insolvency or other similar
proceeding.

     

    Section
8.2    Application
of Proceeds. Any
moneys received by Lender pursuant to the exercise of any remedies provided
herein or in the other Loan Documents or by law shall be applied in the
following order of priority:

     

    
      	
               
      

            	
              First:

            	
              the
      payment of Lender for all moneys reasonably advanced by each for taxes,
      assessments, insurance, costs incurred for the protection of any property
      of Borrower and costs incurred in the collection thereof (including,
      without limitation, reasonable attorneys’ fees and
    expenses);

            


    

     

    
      	
               
      

            	
              Second:

            	
              the
      payment to Lender of all unpaid interest, fees and other sums and/or
      charges (other than the principal of the Advances) owing to Lender
      hereunder and the other Loan
Documents;

            


    

     

    
      	
               
      

            	
              Third:

            	
              the
      payment to Lender of all unpaid principal of Advances owing to
      Lender;

            


    

     

    
      	
               
      

            	
              Fourth:

            	
              to,
      or at the direction of, Borrower, or as a court of competent jurisdiction
      otherwise directs.

            


    

     

    ARTICLE
IX

     

    Conditions of
Lending

     

    Section  9.1   Expenses. Whether or not the
transactions herein contemplated shall be consummated, Borrower agrees to pay
all out-of-pocket expenses (including reasonable fees and expenses of counsel)
of Lender incurred in connection with the preparation of this Agreement, the
Notes and the other Loan Documents up to a maximum of
$10,000.  Borrower agrees to also pay all out-of-pocket expenses
(including reasonable fees and expenses of counsel) incurred by Lender in
connection with the preparation of any amendments or supplements to this
Agreement and/or incidental to the enforcement of the rights of Lender under any
provisions of this Agreement, the Notes and any other Loan
Document.


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

    Section
9.2    Covenants
to Survive; Binding Agreement.  This Agreement
shall be binding upon and inure to the benefit of Lender, Borrower and their
respective successors or assigns; provided, however, that Lender may not assign
or otherwise dispose of any of their rights or obligations hereunder or the
other Loan Documents.  All covenants, agreements, warranties and
representations made herein, and in all certificates and documents delivered in
connection with this Agreement by or on behalf of Borrower shall survive the
execution and delivery hereof and thereof, and all such covenants, agreements,
representations and warranties shall inure to the successors and assigns of
Lender whether or not so expressed.

     

    Section
9.3    Waivers.  No failure on the
part of Lender to exercise, and no delay in exercising, any right or remedy
hereunder or under the Notes or any other Loan Documents shall operate as a
waiver thereof, nor shall any single or partial exercise by Lender of any right,
remedy or power hereunder or thereunder preclude any other right, remedy or
power.  The rights, remedies and powers provided herein, in the Notes
and the other Loan Documents are cumulative and not exclusive of any other
rights, remedies or powers which Lender would otherwise have.  Notice
to or demand on Borrower in any circumstance in which the terms of this
Agreement, the Notes or the other Loan Documents do not require notice or demand
to be given shall not entitle Borrower to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of Lender
to take any other further action in any circumstances without notice or
demand.

     

    Section
9.4    Notices.  Notice from one
party to another relating to this Agreement and the other Loan Documents shall
be deemed effective if made in writing (including telecommunications) and
delivered to the recipient’s address or facsimile number set forth below (or to
such other address or number as such party shall give notice) by any of the
following means: (i) hand delivery, (ii) registered or certified mail, postage
prepaid, with return receipt requested, (iii) Federal Express or like overnight
courier service or (iv) facsimile transmission with request for assurance of
receipt in a manner typical with respect to communications of that
type.  Notice made in accordance with this Section 9.4 shall be deemed
delivered on receipt if delivered by hand or facsimile transmission, on the
third business day after mailing if mailed by registered or certified mail, or
the next Business Day after mailing or deposit with an overnight courier service
if delivered by express mail or overnight courier for next day
delivery.

     

    
      	
              If
      to Lender:

            	
              Rurbanc
      Data Services, Inc.

            
	 
      	
              7622
      State Route 66 N

            
	 
      	
              Defiance,
      Ohio 43512

            
	 
      	
              Attention:  Kenneth
      A. Joyce, Chairman and Chief Executive

              Officer

            
	 
      	
              Facsimile:  (419)
      782-6393

            
	 
      	 
      
	
              If
      to Borrower:

            	
              New
      Core Holdings, Inc.

            
	 
      	
              720
      Gooseneck Drive

            
	 
      	
              Lititz,
      Pennsylvania 17543

            
	 
      	
              Attention:  John
      Aranowicz, President

            
	 
      	
              Facsimile:  (888)
      838-9034

            


    

     

    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    

    


    Section
9.5    Severability;
Entire Agreement; Effectiveness.  Every provision
of this Agreement, the Notes and the other Loan Documents is intended to be
severable; if any term or provision of this Agreement, any Note or other Loan
Document shall be invalid, illegal or unenforceable for any reason whatsoever,
the validity, legality and enforceability of the remaining provisions hereof or
thereof shall not in any way be affected or impaired thereby.  The
parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions, the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.  All exhibits and schedules to this
Agreement shall be annexed hereto and shall be deemed to be part of this
Agreement.  This Agreement and the exhibits and schedules attached
hereto and the other Loan Documents embody the entire agreement and
understanding between Borrower and Lender and supersede all prior agreements and
understandings relating to the subject matter hereof.  This Agreement
shall become effective upon receipt by Lender of counterparts hereof signed by
each of the parties hereto (or, in the case of any party as to which an executed
counterpart shall not have been received, receipt by Lender in form satisfactory
to it of facsimile or other written confirmation from such party of execution of
a counterpart hereof by such party).

     

    Section
9.6    Governing
Law; Venue.
Except as otherwise provided in any Loan Document, this Agreement, the Notes and
all other Loan Documents are being delivered, and are intended to be performed
in, the State of Ohio and shall be construed and enforceable in accordance with,
and governed by, the laws of the State of Ohio.  Borrower agrees that
any legal suit, action or proceeding arising out of or related to this Agreement
or any other Loan Document or the transactions contemplated hereby and thereby
shall, in the sole discretion of Lender, be instituted in any state court of
appropriate jurisdiction in Defiance County, Ohio, or a federal court of
appropriate jurisdiction in Toledo, Ohio, and waives any objection that it may
have, now or hereafter, to the venue of any such suit, action or proceeding, and
irrevocably submits to the jurisdiction of any such court in any such suit,
action or proceeding.

     

    Section
9.7    Amendments
and Waivers.  Any provision of
this Agreement, the Notes or any other Loan Document may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by an
authorized representative of Borrower and Lender.

     

    Section
9.8    Taxes and
Fees.  Should any tax
(other than a tax based upon the net income of Lender) or any recording or
filing fees become payable in respect of this Agreement, the Notes or any other
Loan Document or any amendment, modification or supplement hereof or thereof,
Borrower agrees to pay the same together with any interest or penalties thereon
and agree to hold Lender harmless with respect thereof.

     

    Section
9.9    Counterparts.  This Agreement
may be executed in any number of counterparts, each of which shall be an
original and all of which shall constitute one agreement.  It shall
not be in making proof of this Agreement or of any document required to be
executed and delivered in connection herewith to produce or account for more
than one counterpart.

     

    [The
remainder of this page is intentionally left blank.  Signatures are on
the next page.]


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be executed
by their respective duly authorized officers as of the Effective
Date.

     

    
      
        	
                BORROWER:

              
	 
      
	
                NEW
      CORE HOLDINGS, INC.

              
	 
      
	
                By:

              	
                /s/ John J.
  Aranowicz

              


      

    

    


    
      
        
          
            	
                    Print Name:

                  	
                    John J.
Aranowicz

                  


          

        

      

    

    


    
      
        
          	
                  Its:

                	
                  President and
CEO

                


        

      

    

    


    
      
        
          
            
              	
                      LENDER:

                    
	 
      	 
      
	
                      RURBANC
      DATA SERVICES,
INC.

                    


            

          

        

      

    

    


    
      
        	
                By:

              	
                /s/ Kenneth A.
  Joyce

              


      

    

    


    
      
        	
                Print Name:

              	
                Kenneth A.
Joyce

              


      

    

    


    
      
        	
                Its:

              	
                Chairman and
CEO

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
A

    


    ESCROW
AGREEMENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    


    PROMISSORY NOTE (INITIAL
ADVANCE)

    


    
      	
              $3,000,000.00

            	
              April
      29, 2009    

            
	 
      	
              (the
      “Effective Date”)

            


    

    


    Reference
is made to that certain Subordinated Loan Agreement, dated as of April 25,
2009, between Rurbanc Data Services, Inc., an Ohio corporation (“Lender”),
having an address of 7622 State Route 66 N, Defiance, Ohio 43512, and New Core
Holdings, Inc., a Florida corporation (“Borrower”), having an address of 720
Gooseneck Drive, Lititz, Pennsylvania 17543 (as amended, amended and restated or
otherwise modified, the “Subordinated Loan Agreement”), the terms of which are
hereby incorporated herein.  Capitalized terms used herein and not
otherwise defined shall have the meanings given to them in the Subordinated Loan
Agreement.

    


    For value
received, Borrower promises to pay to the order of Lender, on or before the
principal due date (as described below), the principal sum of Three Million
Dollars ($3,000,000.00), together with interest from the date hereof on the
unpaid principal balance from time to time outstanding, as described
below.

    


    Pursuant
to the terms of the Subordinated Loan Agreement, the principal amount of this
Note shall be due and payable on the Initial Advance Maturity Date, provided,
that (a) if neither the Spin-Off nor the RDSI Sale occurs on or before the Final
Spin-Off Date, the principal amount of the Initial Advance shall be due and
payable on the later of the Initial Advance Maturity Date and 36 months after
the Final Spin-Off Date or (b) if the RDSI Sale occurs, the principal amount of
the Initial Advance shall be due and payable on the later of the Initial Advance
Maturity Date and 36 months after the RDSI Sale Date.

    


    Advances
made pursuant to this Note shall bear interest from the date of the Initial
Advance at the rate per annum equal to three percent (3%) plus the One Year
FHLBB Advance Rate as in effect on the date of such Advance.  The
interest rate shall adjust on each anniversary of the issuance of this Note to a
rate per annum equal to three percent (3%) plus the One Year FHLBB Advance Rate
in effect on such anniversary date.  Interest shall accrue and shall
be due and payable on the Final Spin-Off Date, provided, that (a) if neither the
Spin-Off nor the RDSI Sale occurs on or before the Final Spin-Off Date, Borrower
shall pay all accrued interest on the Final Spin-Off Date, and any interest
accrued thereafter shall be due and payable monthly on the first day of each
following month, or (b) if the RDSI Sale occurs, Borrower shall pay all accrued
interest on the RDSI Sale Date, and any interest accrued thereafter shall be due
and payable monthly in arrears on the first day of each month
thereafter.  Interest shall be computed on the basis of a 365-day year
for the actual number of days the unpaid principal amount hereof is
outstanding.

    


    All
payments received under the terms of this Note will be applied by Lender first
to any sums due under this Note other than principal or interest, second to
interest due and payable, third to any amounts of principal due and payable, and
fourth to the last to mature of the payments of principal due under this
Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Principal,
interest and other sums payable in accordance with this Note shall be payable in
lawful money of the United States of America at Lender’s address referenced
above, or such other address of which Lender may from time to time give written
notice to Borrower.

    


    This Note
shall be secured by all assets and personal property of Borrower, which
collateral is more fully described in that certain Security Agreement, dated as
of April 29, 2009, between Borrower and Lender (as amended, amended and restated
or otherwise modified, the “Security Agreement”), the terms of which are hereby
incorporated herein.

    


    If an
Event of Default shall occur, Lender shall, without limitation, have all of the
rights and remedies provided by any law or agreement, including the
Subordination Agreement and other Loan Documents.  Upon any Event of
Default, all outstanding Advances shall, immediately and without any action by
Lender, bear interest at a rate per annum equal to (a) five percent (5%) plus
(b) the interest rate on the Advances in effect prior to an Event of
Default.

    


    No delay
or failure on the part of Lender to exercise any of its rights hereunder shall
be deemed a waiver of such rights or of any other rights of Lender nor shall any
delay, omission or waiver on any one occasion be deemed a bar to or a waiver of
such rights or any other right on any future occasion.

    


    Borrower
and all other persons now or hereafter liable, primarily or secondarily, for the
payment of the indebtedness evidenced hereby or any part thereof, waive
presentment for payment, demand, notice of dishonor, protest and notice of
protest, and all notices of every kind and assent to all extension(s) or
postponement(s) of the time of payment or any other indulgences by Lender to any
substitutions, exchanges, or releases of any security for this Note, and to
additions or releases of any other parties or persons primarily or secondarily
liable hereon.

    


    Upon any
transfer of this Note by Lender or by any subsequent transferee, the transferee
shall thereupon become vested with all rights, benefits and privileges of Lender
under this Note and by law provided, and the term “Lender” shall mean such
subsequent transferee or transferee(s).

    


    This Note
and all rights and obligations under this Note shall be governed by and
construed under the local laws of the State of Ohio.  If any provision
hereof is or becomes invalid or unenforceable under any law of mandatory
application, it is the intent of Borrower, Lender, and all parties primarily or
secondarily liable hereunder, that such provision will be deemed severed and
omitted herefrom, the remaining portions hereof to remain in full force and
effect as written.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If there
is a lawsuit arising out of this Note, Borrower agrees, upon Lender’s request,
to submit to the jurisdiction of the courts of a state court of appropriate
jurisdiction in Defiance County, Ohio, or a federal court of appropriate
jurisdiction in Toledo, Ohio, and waives any objection that it may have, now or
hereafter, to the venue of any such suit, action or proceeding, and irrevocably
submits to the jurisdiction of any such court in any such suit, action or
proceeding.  Borrower hereby waives the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower on this
Note.

    


    IN
WITNESS WHEREOF, Borrower has caused this Note to be executed by its duly
authorized representative to be effective as of the Effective Date.

    


    
      
        
          
            
              	 
      	
                      New
      Core Holdings, Inc.

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    PROMISSORY NOTE (SECOND
ADVANCE)

    


    
      	
              $2,000,000.00

            	
              _________
      __, ____

            
	 
      	
              (the
      “Effective Date”)

            


    

    


    Reference
is made to that certain Subordinated Loan Agreement, dated as of April 25,
2009, between Rurbanc Data Services, Inc., an Ohio corporation (“Lender”),
having an address of 7622 State Route 66 N, Defiance, Ohio 43512, and New Core
Holdings, Inc., a Florida corporation (“Borrower”), having an address of 720
Gooseneck Drive, Lititz, Pennsylvania 17543 (as amended, amended and restated or
otherwise modified, the “Subordinated Loan Agreement”), the terms of which are
hereby incorporated herein.  Capitalized terms used herein and not
otherwise defined shall have the meanings given to them in the Subordinated Loan
Agreement.

    


    For value
received, Borrower promises to pay to the order of Lender, on or before the
principal due date (as described below), the principal sum of Two Million
Dollars ($2,000,000.00), together with interest from the date hereof on the
unpaid principal balance from time to time outstanding, as described
below.

    


    Pursuant
to the terms of the Subordinated Loan Agreement, the principal amount of this
Note shall be due and payable on the Second Advance Maturity Date, provided,
that (a) if neither the Spin-Off nor the RDSI Sale occurs on or before the Final
Spin-Off Date, the principal amount of the Second Advance shall be due and
payable on the later of the Second Advance Maturity Date and 36 months after the
Final Spin-Off Date or (b) if the RDSI Sale occurs, the principal amount of the
Second Advance shall be due and payable on the later of the Second Advance
Maturity Date and 36 months after the RDSI Sale Date.

    


    Advances
made pursuant to this Note shall bear interest from the date of the Second
Advance at the rate per annum equal to three percent (3%) plus the One Year
FHLBB Advance Rate as in effect on the date of such Advance.  The
interest rate shall adjust on each anniversary of the issuance of this Note to a
rate per annum equal to three percent (3%) plus the One Year FHLBB Advance Rate
in effect on such anniversary date.  Interest shall accrue and shall
be due and payable on the Final Spin-Off Date, provided, that (a) if neither the
Spin-Off nor the RDSI Sale occurs on or before the Final Spin-Off Date, Borrower
shall pay all accrued interest on the Final Spin-Off Date, and any interest
accrued thereafter shall be due and payable monthly on the first day of each
following month, or (b) if the RDSI Sale occurs, Borrower shall pay all accrued
interest on the RDSI Sale Date, and any interest accrued thereafter shall be due
and payable monthly in arrears on the first day of each month
thereafter.  Interest shall be computed on the basis of a 365-day year
for the actual number of days the unpaid principal amount hereof is
outstanding.

    


    All
payments received under the terms of this Note will be applied by Lender first
to any sums due under this Note other than principal or interest, second to
interest due and payable, third to any amounts of principal due and payable, and
fourth to the last to mature of the payments of principal due under this
Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Principal,
interest and other sums payable in accordance with this Note shall be payable in
lawful money of the United States of America at Lender’s address referenced
above, or such other address of which Lender may from time to time give written
notice to Borrower.

    


    This Note
shall be secured by all assets and personal property of Borrower, which
collateral is more fully described in that certain Security Agreement, dated as
of April 29, 2009, between Borrower and Lender (as amended, amended and restated
or otherwise modified, the “Security Agreement”), the terms of which are hereby
incorporated herein.

    


    If an
Event of Default shall occur, Lender shall, without limitation, have all of the
rights and remedies provided by any law or agreement, including the
Subordination Agreement and other Loan Documents.  Upon any Event of
Default, all outstanding Advances shall, immediately and without any action by
Lender, bear interest at a rate per annum equal to (a) five percent (5%) plus
(b) the interest rate on the Advances in effect prior to an Event of
Default.

    


    No delay
or failure on the part of Lender to exercise any of its rights hereunder shall
be deemed a waiver of such rights or of any other rights of Lender nor shall any
delay, omission or waiver on any one occasion be deemed a bar to or a waiver of
such rights or any other right on any future occasion.

    


    Borrower
and all other persons now or hereafter liable, primarily or secondarily, for the
payment of the indebtedness evidenced hereby or any part thereof, waive
presentment for payment, demand, notice of dishonor, protest and notice of
protest, and all notices of every kind and assent to all extension(s) or
postponement(s) of the time of payment or any other indulgences by Lender to any
substitutions, exchanges, or releases of any security for this Note, and to
additions or releases of any other parties or persons primarily or secondarily
liable hereon.

    


    Upon any
transfer of this Note by Lender or by any subsequent transferee, the transferee
shall thereupon become vested with all rights, benefits and privileges of Lender
under this Note and by law provided, and the term “Lender” shall mean such
subsequent transferee or transferee(s).

    


    This Note
and all rights and obligations under this Note shall be governed by and
construed under the local laws of the State of Ohio.  If any provision
hereof is or becomes invalid or unenforceable under any law of mandatory
application, it is the intent of Borrower, Lender, and all parties primarily or
secondarily liable hereunder, that such provision will be deemed severed and
omitted herefrom, the remaining portions hereof to remain in full force and
effect as written.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If there
is a lawsuit arising out of this Note, Borrower agrees, upon Lender’s request,
to submit to the jurisdiction of the courts of a state court of appropriate
jurisdiction in Defiance County, Ohio, or a federal court of appropriate
jurisdiction in Toledo, Ohio, and waives any objection that it may have, now or
hereafter, to the venue of any such suit, action or proceeding, and irrevocably
submits to the jurisdiction of any such court in any such suit, action or
proceeding.  Borrower hereby waives the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower on this
Note.

    


    IN
WITNESS WHEREOF, Borrower has caused this Note to be executed by its duly
authorized representative to be effective as of the Effective Date.

    


    
      
        
          
            
              	 
      	
                      New
      Core Holdings, Inc.

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D

     

    SECURITY
AGREEMENT

    


    SECURITY
AGREEMENT, dated as of April 29, 2009, between New Core Holdings, Inc., a
Florida corporation (the “Company”), and Rurbanc Data Services, Inc., an Ohio
corporation (hereinafter, the "Lender").

    


    WHEREAS,
the Company has entered into a Subordinated Loan Agreement dated as of April 25,
2009 (as amended and in effect from time to time, the "Subordinated Loan
Agreement"), with the Lender, pursuant to which the Lender, subject to the terms
and conditions contained therein, is to make loans to the
Company;

    


    WHEREAS,
it is a condition precedent to the Lender's making any loans to the Company under
the Subordinated Loan Agreement that the Company execute and deliver to the
Lender a security agreement in substantially the form hereof; and

    


    WHEREAS,
the Company wishes to grant security interests in favor of the Lender as herein
provided.

    


    NOW,
THEREFORE, in consideration of the promises contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

    


    1.           Definitions.  All capitalized
terms used herein without definitions shall have the respective meanings
provided therefor in the Subordinated Loan Agreement.  The term
"State", as used herein, means the State of Ohio.  All terms defined
in the Uniform Commercial Code of the State and used herein shall have the same
definitions herein as specified therein; provided, however, that the
term "instrument" shall be such term as defined in Article 9 of the Uniform
Commercial Code of the State rather than Article 3.  The term
"Obligations"; as used herein, means all of the indebtedness, obligations and
liabilities of the Company to the Lender, individually or collectively, whether
direct or indirect, joint or several, absolute or contingent, due or to become
due, now existing or hereafter arising under or in respect of the Subordinated
Loan Agreement, any promissory notes or other instruments or agreements executed
and delivered pursuant thereto or in connection therewith or this Agreement.

    


    2.           Grant of
Security Interest.  The Company
hereby grants to the Lender, to secure the payment and performance in full of
all of the Obligations, a security interest in and so pledges and assigns to the
Lender the following properties, assets and rights of the Company, wherever
located, whether now owned or hereafter acquired or arising, and all proceeds
and products thereof (all of the same being hereinafter called the
"Collateral"): all personal and fixture property of every kind and nature
including without limitation all goods (including inventory, equipment and any
accessions thereto), instruments (including promissory notes), documents,
accounts (including health-care-insurance receivables), chattel paper (whether
tangible or electronic), deposit accounts, letter-of-credit rights (whether or
not the letter of credit is evidenced by a writing), commercial tort claims,
securities and all other investment property, supporting obligations, any other
contract rights or rights to the payment of money, insurance claims and
proceeds, tort claims, and all general intangibles including, without
limitation, all payment intangibles, patents, patent applications, trademarks,
trademark applications, trade names, copyrights, copyright applications,
software, engineering drawings, service marks, customer lists, goodwill, and all
licenses, permits, agreements of any kind or nature pursuant to which the
Company possesses, uses or has authority to possess or use property (whether
tangible or intangible) of others or others possess, use or have authority to
possess or use property (whether tangible or intangible) of the Company, and all
recorded data of any kind or nature, regardless of the medium of recording
including, without limitation, all software, writings, plans, specifications and
schematics.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3.           Authorization
to File
Financing Statements.  The Company
hereby irrevocably authorizes the Lender at any time and from time to time to
file in any Uniform Commercial Code jurisdiction any initial financing
statements and amendments thereto that (a) indicate the Collateral (i) as all
assets of the Company or words of similar effect, regardless of whether any
particular asset comprised in the Collateral falls within the scope of Article 9
of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as
being of an equal or lesser scope or with greater detail, and (b) contain any
other information required by part 5 of Article 9 of the Uniform Commercial Code
of the State for the sufficiency or filing office acceptance of any financing
statement or amendment, including (i) whether the Company is an organization,
the type of organization and any organization identification number issued to
the Company and, (ii) in the case of a financing statement filed as a fixture
filing or indicating Collateral as as-extracted collateral or timber to be cut,
a sufficient description of real property to which the Collateral
relates.  The Company agrees to furnish any such information to the
Lender promptly upon request.  The Company also ratifies its
authorization for the Lender to have filed in any Uniform Commercial Code
jurisdiction any like initial financing statements or amendments thereto if
filed prior to the date hereof.

    


    4.           Other
Actions.  Further to insure
the attachment, perfection and first priority of, and the ability of the Lender
to enforce, the Lender's security interest in the Collateral, the Company
agrees, in each case at the Company's own expense, to take the following actions
with respect to the following Collateral:

    


    4.1.           Promissory
Notes and Tangible Chattel Paper.  If the Company
shall at any time hold or acquire any promissory notes or tangible chattel paper
(other than any promissory notes where the obligor/payor thereunder is a
shareholder or employee of the Company), the Company shall forthwith execute a
conditional assignment (i.e., the assignment shall become effective upon any
Event of Default under the Loan Documents) and deliver the same to the Lender,
accompanied by such instruments of transfer or assignment duly executed in blank
as the Lender may from time to time specify.

     

    
      
        
        

      

      
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    4.2.           Deposit
Accounts.  For each deposit
account that the Company at any time opens or maintains, the Company shall, at
the Lender's request and option, pursuant to an agreement in form and substance
satisfactory to the Lender, either (a) cause the depositary bank to agree to
comply at any time with instructions from the Lender to such depositary bank
directing the disposition of funds from time to time credited to such deposit
account, without further consent of the Company, or (b) arrange for the Lender
to become the customer of the depositary bank with respect to the deposit
account, with the Company being permitted, only with the consent of the Lender,
to exercise rights to withdraw funds from such deposit account.  The
Lender agrees with the Company that the Lender shall not give any such
instructions or withhold any withdrawal rights from the Company, unless an Event
of Default has occurred and is continuing, or, after giving effect to any
withdrawal not otherwise permitted by the Loan Document, would
occur.  The provisions of this paragraph shall not apply to (i) any
deposit account for which the Company, the depositary bank and the Lender have
entered into a cash collateral agreement specially negotiated among the Company,
the depositary bank and the Lender for the specific purpose set forth therein,
(ii) deposit accounts for which the Lender is the depositary and (iii) deposit
accounts specially and exclusively used for payroll, payroll taxes and other
employee wage and benefit payments to or for the benefit of the Company's
salaried employees.

    


    4.3.           Investment
Property.  If the Company
shall at any time hold or acquire any certificated securities, the Company shall
forthwith endorse, assign and deliver the same to the Lender, accompanied by
such instruments of transfer or assignment duly executed in blank as the Lender
may from time to time specify.  If any securities now or hereafter
acquired by the Company are uncertificated and are issued to the Company or its
nominee directly by the issuer thereof, the Company shall immediately notify the
Lender thereof and, at the Lender's request and option, pursuant to an agreement
in form and substance satisfactory to the Lender, either (a) cause the issuer to
agree to comply with instructions from the Lender as to such securities, without
further consent of the Company or such nominee, or (b) arrange for the Lender to
become the registered owner of the securities.  If any securities,
whether certificated or uncertificated, or other investment property now or
hereafter acquired by the Company are held by the Company or its nominee through
a securities intermediary or commodity intermediary, the Company shall
immediately notify the Lender thereof and, at the Lender's request and option,
pursuant to an agreement in form and substance satisfactory to the Lender,
either (i) cause such securities intermediary or (as the case may be) commodity
intermediary to agree to comply with entitlement orders or other instructions
from the Lender to such securities intermediary as to such securities or other
investment property, or (as the case may be) to apply any value distributed on
account of any commodity contract as directed by the Lender to such commodity
intermediary, in each case without further consent of the Company or such
nominee, or (ii) in the case of financial assets or other investment property
held through a securities intermediary, arrange for the Lender to become the
entitlement holder with respect to such investment property, with the Company
being permitted, only with the consent of the Lender, to exercise rights to
withdraw or otherwise deal with such investment property.  The Lender
agrees with the Company that the Lender shall not give any such entitlement
orders or instructions or directions to any such issuer, securities intermediary
or commodity intermediary, and shall not withhold its consent to the exercise of
any withdrawal or dealing rights by the Company, unless an Event of Default has
occurred and is continuing, or, after giving effect to any such investment and
withdrawal rights not otherwise permitted by the Loan Documents, would
occur.  The provisions of this paragraph shall not apply to any
financial assets credited to a securities account for which the Lender is the
securities intermediary.

     

    
      
        
        

      

      
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    4.4.           Collateral
in the Possession of a Bailee.  If any goods are
at any time in the possession of a bailee, the Company shall promptly notify the
Lender thereof and, if requested by the Lender, shall promptly obtain an
acknowledgement from the bailee, in form and substance satisfactory to the
Lender, that the bailee holds such Collateral for the benefit of the Lender and
shall act upon the instructions of the Lender, without the further consent of
the Company.  The Lender agrees with the Company that the Lender shall
not give any such instructions unless an Event of Default has occurred and is
continuing or would occur after taking into account any action by the Company
with respect to the bailee.

    


    4.5.           Electronic
Chattel Paper and Transferable Records.  If the Company at
any time holds or acquires an interest in any electronic chattel paper or any
"transferable record," as that term is defined in Section 201 of the federal
Electronic Signatures in Global and National Commerce Act, or in Section 16 of
the Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction, the Company shall promptly notify the Lender thereof and, at the
request of the Lender, shall take such action as the Lender may reasonably
request to vest in the Lender control under UCC Section 9-105 of such electronic
chattel paper or control under Section 201 of the federal Electronic Signatures
in Global and National Commerce Act or, as the case may be, Section 16 of the
Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of
such transferable record.  The Lender agrees with the Company that the
Lender will arrange, pursuant to procedures satisfactory to the Lender and so
long as such procedures will not result in the Lender's loss of control, for the
Company to make alterations to the electronic chattel paper or transferable
record permitted under UCC Section 9-105 or, as the case may be, Section 201 of
the federal Electronic Signatures in Global and National Commerce Act or Section
16 of the Uniform Electronic Transactions Act for a party in control to make
without loss of control, unless an Event of Default has occurred and is
continuing or would occur after taking into account any action by the Company
with respect to such electronic chattel paper or transferable
record.

     

    
      
        
        

      

      
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    4.6.           Letter-of-credit
Rights.  If the Company is
at any time a beneficiary under a letter of credit now or hereafter issued in
favor of the Company, the Company shall promptly notify the Lender thereof and,
at the request and option of the Lender, the Company shall, pursuant to an
agreement in form and substance satisfactory to the Lender, either (i) arrange
for the issuer and any confirmer of such letter of credit to consent to an
assignment to the Lender of the proceeds of any drawing under the letter of
credit or (ii) arrange for the Lender to become the transferee beneficiary of
the letter of credit, with the Lender agreeing, in each case, that the proceeds
of any drawing under the letter to credit are to be applied to the payment of
the Obligations in such order or preference as is provided in the Subordinated
Loan Agreement.

    


    4.7           Commercial
Tort Claims.  If the Company
shall at any time hold or acquire a commercial tort claim, the Company shall
immediately notify the Lender in a writing signed by the Company of the brief
details thereof and grant to the Lender in such writing a security interest
therein and in the proceeds thereof, all upon the terms of this Agreement, with
such writing to be in form and substance satisfactory to the
Lender.

    


    4.8.           Other
Actions as to any and all
Collateral.  The Company
further agrees to take any other action reasonably requested by the Lender to
insure the attachment, perfection and first priority of, and the Lender’s other
rights with respect to, the Lender's security interest in any and all of the
Collateral including, without limitation, (a) executing, delivering and,
where appropriate, filing financing statements and amendments relating thereto
under the Uniform Commercial Code, to the extent, if any, that the Company's
signature thereon is required therefor, (b) causing the Lender's name to be
noted as secured party on any certificate of title for a titled good if such
notation is a condition to attachment, perfection or priority of, or ability of
the Lender to enforce, the Lender's security interest in such Collateral,
(c) complying with any provision of any statute, regulation or treaty of
the United States as to any Collateral if compliance with such provision is a
condition to attachment, perfection or priority of, or ability of the Lender to
enforce, the Lender's security interest in such Collateral, (d) obtaining
governmental and other third party consents and approvals, including without
limitation any consent of any licensor, lessor or other person obligated on
Collateral, (e) obtaining waivers from mortgagees and landlords in form and
substance satisfactory to the Lender and (f) taking all actions required by
any earlier versions of the Uniform Commercial Code or by other law, as
applicable in any relevant Uniform Commercial Code jurisdiction, or by other law
as applicable in any foreign jurisdiction.

    


    5.           Relation
to Other Security Documents.  The provisions of
this Agreement supplement the provisions of the Escrow
Agreement.  Nothing contained in the Escrow Agreement shall derogate
from any of the rights or remedies of the Lender hereunder.

     

    
      
        
        

      

      
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    6.           Representations
and Warranties Concerning Company's Legal Status.  The Company
represents and warrants to the Lender as follows:

    


    (a) the
Company's exact legal name is that indicated on the signature page hereof,
(b) the Company is an organization of the type and organized in the
jurisdiction set forth in the preamble hereto, and (c) the preamble of the
Subordinated Loan Agreement accurately sets forth the Company's place of
business.

    


    7.           Covenants
Concerning Company's Legal Status.  The Company
covenants with the Lender as follows:  (a) without providing at
least 30 days prior written notice to the Lender, the Company will not change
its name, its place of business or, if more than one, chief executive office, or
its mailing address or organizational identification number if it has one,
(b) if the Company does not have an organizational identification number
and later obtains one, the Company shall forthwith notify the Lender of such
organizational identification number, and (c) the Company will not change
its type of organization, jurisdiction of organization or other legal
structure.

    


    8.             Representations
and Warranties Concerning Collateral, Etc.  The Company
further represents and warrants to the Lender as
follows:  (a) the Company is the owner of the Collateral, free
from any adverse lien, security interest or other encumbrance, except for the
security interest created by this Agreement and other liens permitted by the
Subordinated Loan Agreement,
(b) none of the Collateral constitutes, or is the proceeds of, "farm
products" as defined in Section 9-102(a)(34) of the Uniform Commercial Code of
the State, (c) none of the account debtors or other persons obligated on
any of the Collateral is a governmental authority subject to the Federal
Assignment of Claims Act or like federal, state or local statute or rule in
respect of such Collateral, (d) to its knowledge, the Company holds no
commercial tort claim, and (e) to its knowledge, the Company has at all
times operated its business in compliance with all applicable provisions of the
federal Fair Labor Standards Act, as amended, and with all applicable provisions
of federal, state and local statutes and ordinances dealing with the control,
shipment, storage or disposal of hazardous materials or substances.

    


    9.           Covenants
Concerning Collateral, Etc.  The Company
further covenants with the Lender as follows:  (a) the Collateral, to
the extent not delivered to the Lender pursuant to Section 4, will be kept at
that location listed in the preamble of the Subordinated Loan Agreement, and the
Company will not remove the Collateral from such location without providing at
least 30 days prior written notice to the Lender; (b) except for the
security interest herein granted and liens permitted by the Subordinated Loan
Agreement, the
Company shall be the owner of the Collateral free from any lien, security
interest or other encumbrance, and the Company shall defend the same against all
claims and demands of all persons at any time claiming the same or any interests
therein adverse to the Lender; (c) the Company shall not pledge, mortgage
or create, or suffer to exist a security interest in the Collateral in favor of
any person other than the Lender except for liens permitted by the Subordinated
Loan Agreement; (d) the Company
will keep the Collateral in good order and repair and will not use the same in
violation of law or any policy of insurance thereon; (e) as provided in the
Subordinated Loan Agreement, the Company will permit
the Lender, or its designee, to inspect the Collateral at any reasonable time,
wherever located; (f) the Company will pay promptly when due all taxes,
assessments, governmental charges and levies upon the Collateral or incurred in
connection with the use or operation of such Collateral or incurred in
connection with this Agreement; (g) the Company will continue to operate,
its business in compliance with all applicable provisions of the federal Fair
Labor Standards Act, as amended, and with all applicable provisions of federal,
state and local statutes and ordinances dealing with the control, shipment,
storage or disposal of hazardous materials or substances; and (h) the
Company will not sell or otherwise dispose, or offer to sell or otherwise
dispose, of the Collateral or any interest therein except for sales in the
ordinary course of business.

     

    
      
        
        

      

      
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    10.         Insurance.

    


    10.1.        Maintenance
of Insurance.  The Company will
maintain with financially sound and reputable insurers insurance with respect to
its properties and business against such casualties and contingencies as shall
be in accordance with general practices of businesses engaged in similar
activities in similar geographic areas.  Such insurance shall be in
such minimum amounts that the Company will not be deemed a co-insurer under
applicable insurance laws, regulations and policies and otherwise shall be in
such amounts, contain such terms, be in such forms and be for such periods as
may be reasonably satisfactory to the Lender.  In addition, all such
insurance shall be payable to the Lender as loss payee. Without limiting the
foregoing, the Company will (i) keep all of its physical property insured
with casualty or physical hazard insurance on an "all risks" basis, with broad
form flood and earthquake coverages and electronic data processing coverage,
with a full replacement cost endorsement and an "agreed amount" clause in an
amount equal to 100% of the full replacement cost of such property,
(ii) maintain all such workers' compensation or similar insurance as may be
required by law and (iii) maintain, in amounts equal to those generally
maintained by businesses engaged in similar activities in similar geographic
areas, general public liability insurance against claims of bodily injury, death
or property damage occurring, on, in or about the properties of the Company;
business interruption insurance; and product liability insurance.

    


    10.2.        Insurance
Proceeds.  The proceeds of
any casualty insurance in respect of any casualty loss of any of the Collateral
shall, subject to the rights, if any, of other parties with a prior interest in
the property covered thereby, (i) so long as no Default or Event of Default
has occurred and is continuing and to the extent that the amount of such
proceeds is less than $25,000, be disbursed to the Company for direct
application by the Company solely to the repair or replacement of the Company's
property so damaged or destroyed and (ii) in all other circumstances, be
held by the Lender as cash collateral for the Obligations.  The Lender
may, at its sole option, disburse from time to time all or any part of such
proceeds so held as cash collateral, upon such terms and conditions as the
Lender may reasonably prescribe, for direct application by the Company solely to
the repair or replacement of the Company's property so damaged or destroyed, or
the Lender may apply all or any part of such proceeds to the Obligations with
the Commitment (if not then terminated) being reduced by the amount so applied
to the Obligations.

     

    
      
        
        

      

      
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    10.3.        Notice of
Cancellation, etc.  All policies of
insurance shall provide for at least 30 days prior written cancellation notice
to the Lender.  In the event of failure by the Company to provide and
maintain insurance as herein provided, the Lender may, at its option, provide
such insurance and charge the amount thereof to the Company.  The
Company shall furnish the Lender with certificates of insurance and policies
evidencing compliance with the foregoing insurance provision.

    


    11.       
  Collateral
Protection Expenses; Preservation of Collateral.

    


    11.1.        Expenses
Incurred by Lender.  In its
discretion, the Lender may discharge taxes and other encumbrances at any time
levied or placed on any of the Collateral, make repairs thereto and pay any
necessary filing fees, provided that Borrower is given not less than fifteen
(15) days’ prior written notice of such encumbrance and Lender’s intent to
satisfy.  Notwithstanding the foregoing, Lender shall not discharge or
otherwise satisfy any such taxes or other encumbrances if the same are contested
and disputed by Borrower in good faith.  The Company agrees to
reimburse the Lender on demand for any and all expenditures so
made.  The Lender shall have no obligation to the Company to make any
such expenditures, nor shall the making thereof relieve the Company of any
default.

    


    11.2.        Lender's
Obligations and Duties.  Anything herein to the contrary
notwithstanding, the Company shall remain liable under each contract or
agreement comprised in the Collateral to be observed or performed by the Company
thereunder.  The Lender shall not have any obligation or liability
under any such contract or agreement by reason of or arising out of this
Agreement or the receipt by the Lender of any payment relating to any of the
Collateral, nor shall the Lender be obligated in any manner to perform any of
the obligations of the Company under or pursuant to any such contract or
agreement, to make inquiry as to the nature or sufficiency of any payment
received by the Lender in respect of the Collateral or as to the sufficiency of
any performance by any party under any such contract or agreement, to present or
file any claim, to take any action to enforce any performance or to collect the
payment of any amounts which may have been assigned to the Lender or to which
the Lender may be entitled at any time or times.  The Lender's sole
duty with respect to the custody, safe keeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the Uniform Commercial Code
of the State or otherwise, shall be to deal with such Collateral in the same
manner as the Lender deals with similar property for its own
account.

     

    
      
        
        

      

      
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    12.     
    Securities
and Deposits.  The Lender may at
any time during the continuance of an Event of Default, at its option, transfer
to itself or any nominee any securities constituting Collateral, receive any
income thereon and hold such income as additional Collateral or apply it to the
Obligations.  Whether or not any Obligations are due, the Lender may,
following and during the continuance of an Event of Default, demand, sue for,
collect, or make any settlement or compromise which it deems desirable with
respect to the Collateral.  Regardless of the adequacy of Collateral
or any other security for the Obligations, any deposits or other sums at any
time credited by or due from the Lender to the Company may at any time be
applied to or set off against any of the Obligations.

    


    13.      
   Notification
to Account Debtors and Other Persons Obligated on Collateral.  If an Event of
Default shall have occurred and be continuing, the Company shall, at
the request of the Lender, notify account debtors and other persons obligated on
any of the Collateral of the security interest of the Lender in any account,
chattel paper, general intangible, instrument or other Collateral and that
payment thereof is to be made directly to the Lender or to any financial
institution designated by the Lender as the Lender's agent therefor, and the
Lender may itself, if an Event of Default shall have occurred and be
continuing, without notice to or
demand upon the Company, so notify account debtors and other persons obligated
on Collateral.  After the making of such a request or the giving of
any such notification, the Company shall hold any proceeds of collection of
accounts, chattel paper, general intangibles, instruments and other Collateral
received by the Company as trustee for the Lender without commingling the same
with other funds of the Company and shall turn the same over to the Lender in
the identical form received, together with any necessary endorsements or
assignments.  The Lender shall apply the proceeds of collection of
accounts, chattel paper, general intangibles, instruments and other Collateral
received by the Lender to the Obligations, such proceeds to be immediately
entered after final payment in cash or other immediately available funds of the
items giving rise to them.

    


    14.       
  Power of
Attorney.

    


    14.1.       Appointment
and Powers of Lender.  The Company hereby irrevocably
constitutes and appoints the Lender and any officer or agent thereof, with full
power of substitution, as its true and lawful attorneys-in-fact with full
irrevocable power and authority in the place and stead of the Company or in the
Lender's own name, and hereby gives said attorneys the power and right, on
behalf of the Company, without notice to or assent by the Company, to do the
following:

    


    (a)           in
the event of the Company’s failure or refusal to take any action required to be
taken by the Company hereunder to insure the attachment, perfection and first
priority of, and the Lender’s other rights with respect to, the Lender’s
security interest in any and all of the Collateral, to take any and all of such
actions on behalf of the Company and/or in the Company’s name and at the
Company’s expense; and

     

    
      
        
        

      

      
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    (b)           to
the extent that the Company's authorization given in Section 3 is not
sufficient, to file such financing statements with respect hereto, with or
without the Company's signature, or a photocopy of this Agreement in
substitution for a financing statement, as the Lender may deem appropriate and
to execute in the Company's name such financing statements and amendments
thereto and continuation statements which may require the Company's
signature.

    


    14.2.        Ratification
by Company.  To the extent
permitted by law, the Company hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof.  This power of
attorney is a power coupled with an interest and shall be
irrevocable.

    


    14.3.        No Duty
on Lender.  The powers
conferred on the Lender hereunder are solely to protect its interests in the
Collateral and shall not impose any duty upon it to exercise any such
powers.  The Lender shall be accountable only for the amounts that it
actually receives as a result of the exercise of such powers and neither it nor
any of its officers, directors, employees or agents shall be responsible to the
Company for any act or failure to act, except for the Lender's own gross
negligence or willful misconduct.

    


    15.      
   Remedies.  If an Event of
Default shall have occurred and be continuing, the Lender may, without further
notice to or demand upon the Company, declare this Agreement to be in default,
and the Lender shall thereafter have in any jurisdiction in which enforcement
hereof is sought, in addition to all other rights and remedies, the rights and
remedies of a secured party under the Uniform Commercial Code of the State or of
any jurisdiction in which Collateral is located, including, without limitation,
the right to take possession of the Collateral, and for that purpose the Lender
may, so far as the Company can give authority therefor, enter upon any premises
on which the Collateral may be situated and remove the same
therefrom.  The Lender may in its discretion require the Company to
assemble all or any part of the Collateral at such location or locations within
the jurisdiction(s) of the Company's principal office(s) or at such other
locations as the Lender may reasonably designate.  Unless the
Collateral is perishable or threatens to decline speedily in value or is of a
type customarily sold on a recognized market, the Lender shall give to the
Company at least five Business Days prior written notice of the time and place
of any public sale of Collateral or of the time after which any private sale or
any other intended disposition is to be made.  The Company hereby
acknowledges that five Business Days prior written notice of such sale or sales
shall be reasonable notice.

     

    
      
        
        

      

      
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    16.    
     Standards
for Exercising Remedies.  To the extent that
applicable law imposes duties on the Lender to exercise remedies in a
commercially reasonable manner, the Company acknowledges and agrees that it is
not commercially unreasonable for the Lender (a) to fail to exercise collection
remedies against account debtors or other persons obligated on Collateral or to
remove liens or encumbrances on or any adverse claims against Collateral, (b) to
exercise collection remedies against account debtors and other persons obligated
on Collateral directly or through the use of collection agencies and other
collection specialists, (c) to advertise dispositions of Collateral through
publications or media of general circulation, whether or not the Collateral is
of a specialized nature, (d) to contact other persons, whether or not in the
same business as the Company, for expressions of interest in acquiring all or
any portion of the Collateral, (e) to hire one or more professional auctioneers
to assist in the disposition of Collateral, whether or not the collateral is of
a specialized nature, (f) to dispose of Collateral by utilizing Internet sites
that provide for the auction of assets of the types included in the Collateral
or that have the reasonable capability of doing so, or that match buyers and
sellers of assets, (g) to dispose of assets in wholesale rather than retail
markets, (h) to disclaim disposition warranties, (i) to purchase insurance or
credit enhancements to insure the Lender against risks of loss, collection or
disposition of Collateral or to provide to the Lender a guaranteed return from
the collection or disposition of Collateral, or (j) to the extent deemed
appropriate by the Lender, to obtain the services of other brokers, investment
bankers, consultants and other professionals to assist the Lender in the
collection or disposition of any of the Collateral.  The Company
acknowledges that the purpose of this Section 16 is to provide non-exhaustive
indications of what actions or omissions by the Lender would not be commercially
unreasonable in the Lender's exercise of remedies against the Collateral and
that other actions or omissions by the Lender shall not be deemed commercially
unreasonable solely on account of not being indicated in this Section
16.  Without limitation upon the foregoing, nothing contained in this
Section 16 shall be construed to grant any rights to the Company or to impose
any duties on the Lender that would not have been granted or imposed by this
Agreement or by applicable law in the absence of this Section 16.

    


    17.     
    No Waiver
by Lender, etc.  The Lender shall not be deemed to have waived
any of its rights upon or under the Obligations or the Collateral unless such
waiver shall be in writing and signed by the Lender.  No delay or
omission on the part of the Lender in exercising any right shall operate as a
waiver of such right or any other right.  A waiver on any one occasion
shall not be construed as a bar to or waiver of any right on any future
occasion.  All rights and remedies of the Lender with respect to the
Obligations or the Collateral, whether evidenced hereby or by any other
instrument or papers, shall be cumulative and may be exercised singularly,
alternatively, successively or concurrently at such time or at such times as the
Lender deems expedient.

    


    18.       
  Suretyship
Waivers by Company.  The Company
waives demand, notice, protest, notice of acceptance of this Agreement, notice
of loans made, credit extended, Collateral received or delivered or other action
taken in reliance hereon and all other demands and notices of any
description.  With respect to both the Obligations and the Collateral,
the Company assents to any extension or postponement of the time of payment or
any other indulgence, to any substitution, exchange or release of or failure to
perfect any security interest in any Collateral, to the addition or release of
any party or person primarily or secondarily liable, to the acceptance of
partial payment thereon and the settlement, compromising or adjusting of any
thereof, all in such manner and at such time or times as the Lender may deem
advisable.  The Lender shall have no duty as to the collection or
protection of the Collateral or any income thereon, nor as to the preservation
of rights against prior parties, nor as to the preservation of any rights
pertaining thereto beyond the safe custody thereof as set forth in Section
11.2.

     

    
      
        
        

      

      
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    19.     
    Marshalling.  The Lender shall
not be required to marshal any present or future collateral security (including
but not limited to this Agreement and the Collateral) for, or other assurances
of payment of, the Obligations or any of them or to resort to such collateral
security or other assurances of payment in any particular order, and all of its
rights hereunder and in respect of such collateral security and other assurances
of payment shall be cumulative and in addition to all other rights, however
existing or arising.

    


    20.        
 Proceeds
of Dispositions; Expenses.  The Company shall
pay to the Lender
on demand any and all expenses, including reasonable attorneys' fees and
disbursements, incurred or paid by the Lender in protecting, preserving or
enforcing the Lender's rights under or in respect of any of the Obligations or
any of the Collateral.  After deducting all of said expenses, the
residue of any proceeds of collection or sale of the Obligations or Collateral
shall, to the extent actually received in cash, be applied to the payment of the
Obligations in such order or preference as the Lender may determine, proper allowance and
provision being made for any Obligations not then due.  Upon the final
payment and satisfaction in full of all of the Obligations and after making any
payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform
Commercial Code of the State, any excess shall be returned to the Company, and
the Company shall remain liable for any deficiency in the payment of the
Obligations.

    


    21.     
    Overdue
Amounts.  Until paid, all
amounts due and payable by the Company hereunder shall be a debt secured by the
Collateral and shall bear, whether before or after judgment, interest at the
Default Rate.

    


    22.     
    Governing
Law; Consent to Jurisdiction.  THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE.  If there is a lawsuit arising out of this Agreement, the
Company agrees, upon the Lender’s request, to submit to the jurisdiction of the
courts of a state court of appropriate jurisdiction in Defiance County, Ohio, or
a federal court of appropriate jurisdiction in Toledo, Ohio, and waives any
objection that it may have, now or hereafter, to the venue of any such suit,
action or proceeding, and irrevocably submits to the jurisdiction of any such
court in any such suit, action or proceeding.

    


    23.     
    Waiver of
Jury Trial.  EACH PARTY HERETO
WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT
OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS
HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS OR
OBLIGATIONS.  Except as prohibited by law, each party waives any right
which it may have to claim or recover in any litigation referred to in the
preceding sentence any special, exemplary, punitive or consequential damages or
any damages other than, or in addition to, actual damages.  The
Company (i) certifies that neither the Lender nor any representative, agent or
attorney of the Lender has represented, expressly or otherwise, that the Lender
would not, in the event of litigation, seek to enforce the foregoing waivers and
(ii) acknowledges that, in entering into the Subordinated Loan Agreement and the
other Loan Documents to which the Lender is a party, the Lender is relying
upon, among other things, the waivers and certifications contained in this
Section 23.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    24.      
   Miscellaneous.  The headings of
each section of this Agreement are for convenience only and shall not define or
limit the provisions thereof.  This Agreement and all rights and
obligations hereunder shall be binding upon the Company and its respective
successors and assigns, and shall inure to the benefit of the Lender and its
successors and assigns.  If any term of this Agreement shall be held
to be invalid, illegal or unenforceable, the validity of all other terms hereof
shall in no way be affected thereby, and this Agreement shall be construed and
be enforceable as if such invalid, illegal or unenforceable term had not been
included herein.  The Company acknowledges receipt of a copy of this
Agreement.

    


    [Remainder
of Page Intentionally Left Blank]

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, intending to be legally bound, the Company and the Lender have
each caused this Agreement to be duly executed as of the date first above
written.

    


    
      
        
          
            
              	 
      	
                      COMPANY:

                    
	 
      	 
      
	 
      	
                      NEW
      CORE HOLDINGS, INC.

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      Print Name:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    

    


    
      
        
          
            
              
                
                  	 
      	
                          LENDER:

                        
	 
      	 
      
	 
      	
                          RURBANC
      DATA SERVICES, INC.

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 	 	 
	 
      	
                          Print Name:

                        	 
      
	 	 	 
	 
      	
                          Title:

                        	 
      


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E

    


    1.           Restrictions on Transfer of
Shares.  No holder of Shares of New Core Holdings, Inc. (the
“Company”) may Transfer any Shares now owned or hereafter acquired except in
compliance with this Agreement.  Any proposed Transfer which is not in
compliance with this Agreement shall be void and of no effect whatsoever, and
shall not be recognized by the Company on its books or otherwise.

    


    (a)           Tag Along
Rights.  If one or more holders of Shares owning, in the
aggregate, at least a majority of the outstanding Shares (collectively, the
“Majority Shareholders”), propose to Transfer all or any portion of the Shares
held by the Majority Shareholders (the “Offered Shares”) to an unaffiliated
third party (the “Third Party Purchaser”) pursuant to a bona fide sale (in one
or more related transactions), Rurbanc Data Services, Inc. (“RDSI”) shall have
the option, exercisable by written notice to the Majority Shareholders (the “Tag
Along Notice”), to participate in such Transfer to the Third Party Purchaser on
the same terms and conditions as the Majority Shareholders (the “Tag
Along”).  The maximum number of Shares that may be Transferred by RDSI
pursuant to the Tag Along shall be equal to the product of the Offered Shares,
multiplied by a fraction, the numerator of which is equal to the number of
Shares held by RDSI, and the denominator of which is equal to the sum of (i) the
number of Shares owned by RDSI, and (ii) the number of Shares owned by the
Majority Shareholders.

    


    The Majority Shareholders shall notify
RDSI in writing of any such proposed Transfer (the “Sale
Notice”).  The Sale Notice shall set forth (i) the name and address of
the proposed Third Party Purchaser; (ii) a copy of the written proposal
containing all of the material terms and conditions of the proposed Transfer
(including the proposed purchase price and terms and conditions of payment); and
(iii) the date and location of and procedures for the Transfer.  The
Tag Along shall be exercised by RDSI by delivery of a written notice to the
Majority Shareholders within fifteen (15) days following receipt of the Sale
Notice, which notice shall state the number of Shares that RDSI proposes to
Transfer to the Third Party Purchaser.  If RDSI does not choose to
participate in the Tag Along to the fullest extent possible, the Majority
Shareholders shall have the right to Transfer to the Third Party Purchaser the
amount of Shares that RDSI would have been entitled to Transfer to the Third
Party Purchaser.  RDSI will bear the costs and expenses incurred by it
in connection with the Tag Along to the extent such costs are not paid by the
Third Party Purchaser.

    


    (b)           Drag Along
Rights.  If the Majority Shareholders propose to Transfer all
of the Shares held by the Majority Shareholders to a Third Party Purchaser
pursuant to a bona fide sale (in one or more related transactions), the Majority
Shareholders shall have the option, exercisable by written notice to RDSI (the
“Drag Along Notice”), to require RDSI to participate in such Transfer to the
Third Party Purchaser on the same terms and conditions as the Majority
Shareholders (the “Drag Along”).  Upon receipt of the Drag Along
Notice, RDSI shall take all actions necessary or desirable in connection with
the consummation of the Drag Along in order to effectively vest good title,
right and interest, free and clear of all liens or encumbrances, in all of the
Shares to such Third Party Purchaser on the same terms and conditions and for
the same consideration per share as is applicable to the Majority Shareholders,
within not more than thirty (30) days following the date of the Drag Along
Notice.  The Majority Shareholders will bear the costs and expenses
incurred by RDSI in connection with the Drag Along to the extent such costs and
expenses are not paid by the Third Party Purchaser.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           Definitions.

    


    “Shares” means the shares of
capital stock of the Company.

    


    “Transfer” means, with respect
to any Shares, (i) when used as a verb, to sell, assign, dispose of, exchange,
pledge, encumber, hypothecate or otherwise transfer such Shares or any
participation or interest therein, whether directly or indirectly, or agree or
commit to do any of the foregoing and (ii) when used as a noun, a direct or
indirect sale, assignment, disposition, exchange, pledge, encumbrance,
hypothecation, or other transfer of such Shares or any participation or interest
therein or any agreement or commitment to do any of the foregoing.

    


    2.           Financial
Information.

     

    (a)            Audited Annual Financial
Statements.  Within seventy-five (75) days after the end of
each fiscal year, the Company shall deliver to RDSI a copy of the audited
balance sheet of the Company and its consolidated subsidiaries, if any, as at
the end of such year, together with audited statements of income, shareholders’
equity and cash flow of the Company and the consolidated subsidiaries, if any,
for such year setting forth in each case in comparative form the corresponding
figures for the preceding fiscal year, all in reasonable detail and accompanied
by an unqualified report of the Company’s independent registered accounting firm
with respect thereto.

     

    (b)           Unaudited Quarterly
Financial Statements. Within thirty (30) days after the end of each of
the first three fiscal quarters, the Company shall deliver to RDSI a copy of the
unaudited balance sheet of the Company and its consolidated subsidiaries, if
any, as at the end of such fiscal quarter, together with unaudited statements of
income and cash flow of the Company and the consolidated subsidiaries, if any,
for such fiscal quarter.