AMENDMENT
      TO LOAN AND RELATED AGREEMENTS AND WAIVER OF DEFAULT

     

    THIS
      AMENDMENT TO LOAN AND RELATED AND WAIVER OF DEFAULT (this “Agreement”) is made
      and entered into as of the ___ day of December, 2005, by and among PACCAR
      MACHINERY CORPORATION,
      a
      Delaware corporation (“Lender”), and OMNI
      U.S.A., INC.,
      a Nevada
      corporation (“Borrower”).

    


    W I T N E S S E T </
fon
      t>H:

    


    WHEREAS,
      Borrower and Lender are parties to that certain Loan Agreement dated as of
      September 23, 1999, 

    


    Whereas,
      in connection with the execution of the Loan Agreement, the parties also
      executed that certain Promissory Note dated September 23, 1999 and Security
      Agreement dated September 23, 1999 (collectively the “Loan Documents”);
      and

    


    WHEREAS,
      as inducement to Lender to enter into the Loan Agreement, Jeffrey K. Daniel
      and
      Craig L. Daniel (each a Guarantor) each gave a personal guarantee dated
      September 23, 1999 (the "Limited Guarantee") to PACCAR Machinery Corporation
      covering Borrower’s obligations to Lender under the Loan Agreement;
      and

     

    WHEREAS,
      Borrower has entered into an Agreement and Plan of Merger (the “Merger
      Agreement”) by and among Borrower, Omni Merger Sub, Inc., a wholly-owned
      subsidiary of Borrower (“Omni Sub”) and Brendan Technologies, Inc. (“Brendan”);
      and 

     

    WHEREAS,
      under the Merger, Borrower shall sell all of the capital stock of Omni USA,
      Inc., a Washington Corporation (“Omni Washington”) and Butler Products
      Corporation, a Kentucky corporation (“Butler”) to Jeffrey K. Daniel and Craig L.
      Daniel (collectively the “Daniels”) in accordance with that certain Stock
      Purchase Agreement (the “Spin Off Agreement”), and the Daniels will
      contemporaneously contribute all of the capital stock of Omni Washington and
      Butler to Asia Capital, Inc., a Nevada corporation (“Asia Capital”) wholly-owned
      by Jeffrey K. Daniel, Craig L. Daniel, and Edward Daniel, (the “Spin Off”);
      and

     

    WHEREAS,
      under the Merger Agreement, immediately subsequent to or contemporaneously
      with
      the Spin Off, Omni Sub will be merged into Brendan (the “Merger”), and Brendan
      will be the surviving corporation in the Merger; and

     

    WHEREAS
      the Merger and the Spin Off (collectively, the “Transaction”) each separately
      and collectively constitute a Change of Control which is a default and an Event
      of Default under the Loan Agreement; and

     

    WHEREAS,
      Borrower has requested that Lender waive such defaults prospectively, and Lender
      is willing to do so on the terms and conditions set forth herein;
      and

     

    WHEREAS,
      Borrower and Lender desire to amend the Loan Agreement and other Loan Documents
      on the terms and conditions set forth herein.

    


    NOW,
      THEREFORE, in consideration of the foregoing premises, and other good and
      valuable consideration, the receipt and legal sufficiency of which are hereby
      acknowledged, the parties hereto hereby agree as follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1. All
      capitalized terms used herein and not otherwise expressly defined herein shall
      have the respective meanings given to such terms in the Loan
      Agreement.

    


    2. Borrower
      hereby acknowledges and agrees that the Transaction would constitute, inter
      alia, a default under Section
      11
      of the
      Loan Agreement. (the “Change of Control Default”). 

    


    3. Lender
      hereby waives the Change of Control Default occasioned by the Transaction.
      Lender reserves its rights and remedies with respect to any other Event of
      Default.

     

    4. The
      Loan
      Documents are hereby amended to substitute Asia Capital for Borrower each of
      those agreements, and to release Borrower from each of those
      agreements.

    


    5. Conditions
      of Effectiveness.
      This
      Amendment, and the consents, waivers, releases, and modifications contained
      herein, shall become effective as of the date of this Amendment upon
      satisfaction of all of the following conditions precedent:

    


    (a) Completion
      of the Spin Off to the satisfaction of Lender as contemplated by the Spin Off
      Agreement.

    


    (b) Completion
      of the Merger to the satisfaction of Lender as contemplated in the Merger
      Agreement.

    


    6. Merger
      Further Assurances.
      Borrower, Asia Capital, Jeff Daniel and Craig Daniel hereby covenant and agree
      with Lender that from the date of the Merger and continuing through the
      completion of the Spin Off:

    


    (a) Borrower
      will not transfer, or up stream, any cash from Borrower to Brendan or any entity
      related to or affiliated with Brendan.

    


    (b) Jeff
      Daniel Craig Daniel and Ed Daniel are the sole shareholders of Asia
      Capital.

    


    7. Continuing
      Further Assurances.
      Borrower, Jeff Daniel, Craig Daniel and Ed Daniel hereby covenant and agree
      with
      Lender that up to and including the Merger Transaction: 

    


    (a) Each
      Guarantor shall ratify this agreement and shall acknowledge that its respective
      Guaranty is in full force and effect until specifically released by Lender
      in
      writing.

    


    (b) Jeffrey
      K.
      Daniel and Craig L. Daniel, as directors or Borrower, shall continue to exert
      control over the Borrower.

    


    (c) Ed
      Daniel
      shall execute a guaranty in favor of PACCAR Machinery Corporation in the form
      of
      Exhibit A hereto.

    


    8. The
      failure of any of the Merger Further Assurances in Paragraph 6 hereof, or of
      any
      of the Continuing Further Assurances in Paragraph 7 hereof shall constitute
      a
      default and an Event of Default under the Loan Agreement, and the Lender shall
      be entitled to exercise any and all available remedies under the Loan Documents,
      at law, or in equity, based upon said failure.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    9. Borrower
      hereby restates, ratifies, and reaffirms each and every term, condition,
      representation and warranty heretofore made by it under or in connection with
      the execution and delivery of the Loan Agreement, as amended hereby, and the
      other Loan Documents, as fully as though such representations and warranties
      had
      been made on the date hereof and with specific reference to this Agreement
      and
      the Loan Documents.

    


    10. Except
      as
      set forth herein, the Loan Documents shall be and remain in full force and
      effect as originally written, and shall constitute the legal, valid, binding
      and
      enforceable obligation of Borrower and each Guarantor, respectively, to
      Lender.

    


    11. In
      consideration of the accommodations made by Lender hereunder, Borrower agrees
      to
      reimburse Lender for all reasonable out-of-pocket expenses incurred by Lender
      in
      connection with the Loans, including, but not limited to, filing fees, tax,
      lien
      and judgment search fees, fees of outside auditors, bank fees, outside
      attorneys’ fees, and any other reasonable fees or expenses.

    


    12. To
      induce
      Lender to enter into this Agreement, Borrower hereby represents and warrants
      that, as of the date hereof, and after giving effect to the terms hereof, there
      exists no Event of Default under the Loan Agreement or any of the other Loan
      Documents.

    


    13. To
      induce
      Lender to enter into this Agreement, Borrower and Guarantors (a) acknowledge
      and
      agree that no right of offset, defense, counterclaim, claim or objection exists
      in favor of Borrower and any Guarantors against Lender arising out of or with
      respect to the Loan Agreement, the other Loan Documents, or any other
      arrangement or relationship between Lender and Borrower and/or Guarantors,
      and
      (b) release, acquit, remise and forever discharges Lender and its affiliates
      and
      all of their past, present and future officers, directors, employees, agents,
      attorneys, representatives, successors and assigns from any and all claims,
      demands, actions and causes of action, whether at law or in equity, whether
      now
      accrued or hereafter maturing, and whether known or unknown, which the Borrower
      or Guarantors now or hereafter may have by reason of any manner, cause or things
      to and including the date of this Agreement with respect to matters arising
      out
      of or with respect to the Loan Agreement, the other Loan Documents, or any
      other
      arrangement or relationship between Lender and Borrower.

    


    14. Borrower
      and Guarantors acknowledge that (a) except as expressly set forth herein, Lender
      has not agreed (and has no obligation whatsoever to discuss, negotiate or agree)
      to any restructuring, modification, amendment, waiver or forbearance with
      respect to any of the terms of the Loan Documents, (b) no understanding with
      respect to any other restructuring, modification, amendment, waiver or
      forbearance with respect to the terms of the Loan Documents shall constitute
      a
      legally binding agreement or contract, or have any force or effect whatsoever,
      unless and until reduced to writing and signed by authorized representatives
      of
      Borrower, Guarantors, and Lender, and (c) the execution and delivery of this
      Agreement has not established any course of dealing among the parties hereto
      or
      created any obligation or agreement of Lender with respect to any future
      restructuring, modification, amendment, waiver or forbearance with respect
      to
      any of the terms of the Loan Documents.

    


    15. Borrower
      and Guarantors, hereby understand and agree that any release of Borrower from
      its liabilities regarding the Loan shall not affect the liability of any party
      not specifically released by Lender. 

    


    16. This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which, when so executed and delivered,
      shall be deemed to be an original and all of which counterparts, taken together,
      shall constitute but one and the same instrument.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    17. This
      Agreement shall be binding upon and inure to the benefit of the successors
      and
      permitted assigns of the parties hereto.

    


    18. This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Washington, other than its laws respecting choice of
      law.

    


    IN
      WITNESS
      WHEREOF, Borrower and Lender have caused this Agreement to be duly executed
      as
      of the date first above written.

    
      
        	 	 	 
	 	OMNI
                U.S.A., INC.,
                a Nevada corporation
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                
  
	 	Name: 	 
	 	 	
                
  
	 	Title: 	 
	 	 	
                
  


      

      
        	
              	 	 
	 	PACCAR
                MACHINERY
                CORPORATION,
A Delaware corporation
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                
  
	 	Name: 	 
	 	 	
                
  
	 	Title: 	 
	 	 	
                
  


      

      
        	
              	 	 
	 	
                ASIA
                  CAPITAL, INC.,

                a
                  Nevada corporation

              
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                
  
	 	Name: 	 
	 	 	
                
  
	 	Title: 	 
	 	 	
                
  


      

      
        	
              	 	 


      



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Acknowledgment
      of Guarantee

    


    The
      undersigned have previously given their personal guarantee dated September
      23,
      1999 (the "Limited Guaranty") to PACCAR Machinery Corporation covering, the
      loan
      made by PACCAR Machinery Corporation to Omni U.S.A., Inc., a Nevada corporation,
      under that certain Loan Agreement dated September 23, 1999.

    


    In
      order
      to induce PACCAR Machinery Corporation to enter into the foregoing Amendment
      to
      the Loan Agreement the undersigned Guarantors each hereby
      restate, ratify, and reaffirm each and every term, condition, representation
      and
      warranty heretofore made by it under or in connection with the execution and
      delivery of the Limited Guaranty, and the other Loan Documents to which it
      is a
      party, as fully as though such representations and warranties had been made
      on
      the date hereof and with specific reference to this Agreement and such Loan
      Documents, and acknowledge
      the foregoing and agree that their respective guaranties in favor of Lender
      remain in full force and effect, subject to no right of offset, claim or
      counterclaim


    
      
        	 	 	 	 
	 	 	 	 
	
                
JEFFREY
                K. DANIEL	 	 	
              
	 	 	 	 


      

      
        	 	 	 	 
	 	 	 	 
	
                

                CRAIG
                  L. DANIEL

              	 	 	
              
	 	 	 	 


      




    
      
        
        

      

      
        5