SECOND
      AMENDMENT TO LOAN AND SECURITY AGREEMENT

    AND
      WAIVER OF DEFAULT

    


    THIS
      SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVER OF DEFAULT (this
      “Agreement”) is made and entered into as of the ___ day of December, 2005, by
      and among TEXTRON
      FINANCIAL CORPORATION,
      a
      Delaware corporation (“Lender”), and OMNI
      USA, INC.,
      a
      Washington corporation, and BUTLER
      PRODUCTS CORP.,
      a
      Kentucky corporation (individually a “Borrower” and collectively the
“Borrowers”).

    


    W I T N E S S E T 
H:

    


    WHEREAS,
      Borrowers and Lender are parties to that certain Loan and Security Agreement
      dated as of August 2, 2004 (as amended, restated, modified or supplemented
      from
      time to time, the “Loan Agreement”; all documents and instruments executed in
      connection therewith may be referred to collectively as the Loan Documents);
      and

    


    WHEREAS,
      Each Borrower is currently a wholly-owned subsidiary of Omni U.S.A., Inc.,
      a
      Nevada corporation, (“Omni Nevada”); and

    


    WHEREAS,
      among other documents and instruments the Obligations (as defined in the Loan
      Agreement) are secured by that certain Stock Pledge Agreement dated as of August
      2, 2004 from Omni Nevada to Lender; and 

     

    WHEREAS,
      Omni Nevada shall sell all of the capital stock of the Borrowers to Jeffrey
      K.
      Daniel and Craig L. Daniel, and Edward Daniel (collectively the “Daniels”) in
      accordance with that certain Stock Purchase Agreement dated as of
      _______________, 2005 (the “Spin Off Agreement”), and the Daniels intend to
      subsequently contribute all of the capital stock of the Borrowers to Asia
      Capital, Inc., a Nevada corporation (“Asia”) wholly-owned by Jeffrey K. Daniel,
      Craig L. Daniel, and Edward Daniel (the “Spin Off”); and

     

    WHEREAS,
      Jeffrey K. Daniel, Craig L. Daniel, and Edward Daniel each intend to enter
      into
      a promissory note in favor of Omni Nevada as payment of the entire purchase
      price of the Spin Off (the “Spin Off Debt”); and

     

    WHEREAS,
      Omni Nevada has entered into an Agreement and Plan of Merger dated as of
      _______________, 2005 (the “Merger Agreement”) by and among Omni Nevada, Omni
      Merger Sub, Inc., a wholly-owned subsidiary of Omni Nevada (“Omni Sub”) and
      Brendan Technologies, Inc. (“Brendan”) whereby immediately subsequently 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,
      Borrowers have requested that Lender waive such defaults prospectively, and
      Lender is willing to do so on the terms and conditions set forth herein;
      and

     

    WHEREAS,
      Borrowers 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. Capitalized
      Terms.
      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. Acknowledgment
      of Defaults.
      Borrowers hereby acknowledge and agree that the Transaction would constitute,
      inter alia, a default under Section
      7.7
      of the
      Loan Agreement (the “Change of Control Covenant”) and an Event of Default under
Section
      9.1(c)
      as a
      result of the Change of Control of Borrower (the “Change of Control Default”).


    


    3. Waiver
      of Default Resulting from Change of Control.
      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. Amendment
      of Definition of “Change
      of Control”.
      The
      Loan
      Agreement is hereby amended by deleting the definition of “Change of Control” in
      its entirety and substituting the following in lieu thereof:

    


    “Change
      of
      Control” means the occurrence of any of the following events: (i) the sale or
      transfer of all or substantially all of the assets of the Borrower as an
      entirety to any person or related group of persons other than an Affiliate
      or
      Affiliates of the Borrower; (ii) Jeffrey K. Daniel and/or Craig L. Daniel shall
      cease to control the Borrower, or either of them; (iii) Asia Capital, Inc.,
      a
      Nevada corporation, shall cease to own all of the stock of Borrower, or either
      of them, or (iv) the Borrower, or either of them, is liquidated, dissolved,
      or
      adopts a plan of liquidation pursuant to the Bankruptcy Code or any other
      bankruptcy law.

    


    5. Amendment
      of Definition of “Guarantor” and “Guarantors”.
      The Loan
      Agreement is hereby amended to reflect the release of Omni Nevada’s Guaranty by
      deleting the definition of “Guarantor” or “Guarantors” in its entirety and
      substituting the following in lieu thereof:

    


    “Guarantor”
      or “Guarantors” means (a) with respect to those recourse Guaranties executed or
      to be executed in connection herewith, Asia Capital, Inc., a Nevada corporation,
      Jeffery K. Daniel, and Craig L. Daniel, (b) with respect to the Validity
      Guaranty executed in connection herewith, Frank Jakubec, and (c) each other
      Person guaranteeing to Lender all or part of the Obligations.

    


    6. Amendment
      of Definition of “Guaranty” and “Guaranties”.
      The Loan
      Agreement is hereby amended by deleting the definition of “Guaranty” or
“Guaranties” in its entirety and substituting the following in lieu
      thereof:

    


    “Guaranty”
      or “Guaranties” means each of (a) that recourse Guaranty dated on or about
      December __, 2005 by Asia Capital, Inc., a Nevada corporation, (b) that recourse
      Guaranty dated as of August 2, 2004 by Jeffrey K. Daniel, (c) that recourse
      Guaranty dated on or about July 16, 2004 by Craig L. Daniel, (d) that Validity
      Guaranty dated on or about July 15, 2004 by Frank Jakubec, and (e) any other
      guaranty executed and delivered by a Guarantor in favor of Lender, in each
      case
      in form and substance satisfactory to Lender. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7. Amendment
      of Adjusted Tangible Net Worth Covenant.
      Borrowers and Lender understand and agree that, upon completion of the
      Transaction, Section
      7.6 (b)
      of the
      Loan Agreement shall be amended to reset the Adjusted Tangible Net Worth
      covenant to a level reflective, in the Lender’s sole discretion, of each
      Borrower’s equity structure as it is exists after the completion of the
      Transaction.

    


    8. Delivery
      in Trust of Shares of Borrowers.
      Lender
      shall deliver the originals of certificates representing one hundred percent
      (100%) of the issued and outstanding shares of each Borrower to Omni Nevada
      to
      hold in trust for the purpose of allowing Omni Nevada to consummate the Spin
      Off
      as set forth in the Spin Off Agreement.

    


    9. 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) Lender’s
      receipt of a true and correct copy of each of the Spin Off Agreement and Merger
      Agreement, fully executed by the parties thereto, each in form and substance
      acceptable to Lender.

    


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

    


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

    


    (d) To
      the
      satisfaction of the Lender, all intellectual property, including but not limited
      to trademarks, patents, and trade names, held by Omni Nevada shall be
      transferred to Asia prior to or contemporaneously with the Merger Transaction
      and shall be and remain subject to the lien and security interest of Lender
      therein,.

    


    (e) Asia
      shall
      execute a recourse Guaranty, in form and substance acceptable to Lender in
      its
      sole discretion, unconditionally guaranteeing Lender’s receipt of the full
      amount of the Indebtedness.

    


    (f) Asia
      shall
      execute a stock pledge agreement in favor of Lender granting a security interest
      in and to one hundred percent (100%) of the issued and outstanding stock of
      the
      Borrowers and shall deliver to Lender duly executed original stock powers in
      connection therewith. 

    


    (g) Jeffrey
      K.
      Daniel, Craig L. Daniel and Edward Daniel shall each execute a stock pledge
      agreement in favor of Lender granting a security interest in and to one hundred
      percent (100%) of the issued and outstanding stock of Asia and shall deliver
      to
      Lender duly executed original stock powers in connection therewith.


    


    (h) Borrowers
      shall deliver to Lender a true and correct copy of the promissory note executed
      by Jeffrey K. Daniel, Craig L. Daniel, and Edward Daniel in favor of Omni Nevada
      in connection with the Spin Off Debt, and the entire amount of the Spin Off
      Debt
      shall be evidenced by a promissory note reflecting Jeffrey K. Daniel, Craig
      L.
      Daniel, and Edward Daniel as Maker.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i) Borrowers
      shall pay to Lender the full amount of the Waiver and Amendment Fee (defined
      herein below).

    


    (j) Borrowers
      shall pay to Lender the full amount of any and all legal costs incurred by
      Lender in connection with this Agreement. 

    


    10. Merger
      Further Assurances.
      Each
      Borrower hereby covenants and agrees with Lender that from the date of the
      Merger and continuing through the completion of the Spin Off:

    


    (a) From
      and
      after the Closing (as defined in the Spin Off Agreement) Borrowers will not
      transfer, or up stream, any cash from Borrower to Brendan or any entity related
      to or affiliated with Brendan; and

    


    (b) At
      all
      times, the Daniels or an entity substantially owned and fully controlled by
      the
      Daniels, will have and maintain control of the Borrowers.

    


    (c) Dunn
      is
      the largest shareholder of Brendan, holding at least 19.2% of Brendan’s voting
      stock.

    


    11. Continuing
      Further Assurances.
      Borrowers hereby covenant and agree with Lender that from the date of the Merger
      Transaction and continuing through the Termination Date: 

    


    (a) Borrowers
      shall operate pursuant to a financial structure acceptable to Lender in Lender’s
      sole discretion. 

    


    (b) Neither
      any Borrower nor Asia shall grant, and Omni Nevada shall not receive or accept,
      a security interest in, nor file a lien on, any of the assets of Borrower or
      Asia. 

    


    (c) 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.

    


    (d) The
      Daniels or an entity owned and controlled by the Daniels shall continue to
      own
      and exert control over the Borrowers.

    


    12. Default.
      The
      failure of any of the Merger Further Assurances in Paragraph 10 hereof, or
      of
      any of the Continuing Further Assurances in Paragraph 11 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.

    


    13. Waiver
      and Amendment Fee.
      In
      consideration of the accommodations made by Lender hereunder, Borrowers agree
      to
      pay to Lender, no later than the
      date
      this Agreement is executed by Borrower and delivered to Lender, a waiver and
      amendment fee, or unpaid portion thereof, in the sum of Twenty Five
      Thousand
      Dollars
      ($25,000.00) (the “Waiver and Amendment Fee”). 

    


    14. Ratification
      by Borrowers.
      Borrowers 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 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    15. Legal,
      Valid, Binding, Enforceable Obligations.
      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 each Borrower and each Guarantor, respectively, to
      Lender.

    


    16. Reimbursement
      for Fees and Expenses.
      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.

    


    17. Representation
      and Warranty as to No Default.
      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.

    


    18. No
      Offset, Defense, Counterclaim or Claim.
      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 Guarantor against Lender arising out of or with
      respect to the Loan Agreement, the other Loan Documents, the Obligations, or
      any
      other arrangement or relationship between Lender and Borrower and/or any
      Guarantor, 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 any of the Borrowers or any Guarantor 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, the Obligations, or any other arrangement or relationship
      between Lender and Borrower.

    


    19. No
      Agreement to Further Modifications.
      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 the Obligations or 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 Obligations or any of 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 the Obligations or any of the terms of the Loan
      Documents.

    


    20. No
      Effect on Liabilities.
      Each of
      the Borrowers and each Guarantor hereby understand and agree that any release
      of
      Omni Nevada, Borrowers, or any Guarantor from their liabilities regarding the
      Loan shall not affect the liability of any party not specifically released
      by
      Lender. Further, Borrower, Omni Nevada, and each Guarantor hereby consents
      to
      the Lender’s unilateral release of Omni Nevada, and waives any defense that said
      release may result in a discharge or release of its liability regarding the
      Loan. 

    


    21. Counterparts.
      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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


    23. Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Rhode Island, other than its laws respecting choice of
      law.

    


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

    
      	 	 	 
	 	OMNI
              USA, INC., a
              Washington corporation
	 
 	 
 	 
 
	 	By:  	 
	 	 	
              
  
	 	Name: 	 
	 	 	
              
  
	 	Title: 	 
	 	 	
              
  


    

    
      
        	
              	 	 
	 	BUTLER
                PRODUCTS
                CORP., a Kentucky corporation
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                
  
	 	Name: 	 
	 	 	
                
  
	 	Title: 	 
	 	 	
                
  


      

      
        
          	
                	 	 
	 	
                  TEXTRON
                    FINANCIAL CORPORATION,

                  A Delaware corporation

                
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                  
  
	 	Name: 	 
	 	 	
                  
  
	 	Title: 	 
	 	 	
                  
  


        

        
          
            	
                  	 	 


          
 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    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 its respective Guaranty, as amended, 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 its respective guaranty agreement in favor of
      Lender remains in full force and effect, subject to no right of offset, claim
      or
      counterclaim.

    
      
        	 	 	 	 
	 	 	 	 
	ASIA CAPITAL, INC., a Nevada
                corporation 	 	 	 
	 	 	 	 
	By:	 	 	 
	
                
                  

                

              	 	 	
              
	Name: 	 	 	 
	
                
                  
  

              	 	 	 
	Title: 	 	 	 
	
                
                  
  

              	 	 	 


      

      
        	
              	 	 	 
	 	 	 	 
	OMNI USA, INC., a Nevada
                corporation 	 	 	 
	 	 	 	 
	By:	 	 	 
	
                
                  

                

              	 	 	
              
	Name: 	 	 	 
	
                
                  
  

              	 	 	 
	Title: 	 	 	 
	
                
                  
  

              	 	 	 


      

      
        	 	 	 	 
	 	 	 	 
	
                
JEFFREY
                K. DANIEL	 	 	
              
	 	 	 	 


      

      
        	
              	 	 	 
	 	 	 	 
	
                
CRAIG
                L. DANIEL