CHANGE
IN TERMS AGREEMENT

|                                                                                                                                                                                                                               |                     |                       |                    |                  |                   |               |                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------- | --------------------- | ------------------ | ---------------- | ----------------- | ------------- | --------------------
|                                                                                                                                                                                                                              
|Principal
 $159,523.37                                                                                                                                                                                                         | Loan Date11-05-2008 | Maturity 
 10-10-2013 | Loan No 
 20000606 | Call / Coll
 144 | Account 
 N000157 | Officer 
 CA1 | Initials (SIGNATURE)
|                                                                                                                                                                                                                              
|References in the boxes above are for Lenders use only and do not limit the
 applicability of this document to any particular loan or item.Any item above containing * * * has been omitted due to text length limitations.
|                                                                                                                                                                                                                              

|          |                          |         |                           
|--------- | ------------------------ | ------- | --------------------------
|Borrower: | NEW WORLD MORTGAGE, INC. | Lender: | CommerceWest Bank         
|          | 41655 DATE STREET        |         | Corporate Headquarters    
|          | MURRIETA, CA 92562       |         | 2111 Business Center Drive
|          |                          |         | Irvine, CA 92612          
|          |                          |         | (949) 251 -6959           

| | 
| | 
|

|                               |                                    
|------------------------------ | -----------------------------------
|                              
|Principal Amount: $ 159,523.37 | Date of Agreement: November 5, 2008

DESCRIPTION OF EXISTING INDEBTEDNESS.BORROWER BECAME INDEBTED TO LENDER ON A PROMISSORY
NOTE DATED OCTOBER 10, 2006 IN THE ORIGINAL PRINCIPAL AMOUNT OF $211,424.00.

DESCRIPTION OF COLLATERAL.A SECURITY INTEREST IN BUSINESS ASSETS OF
BORROWER DESCRIBED IN THAT CERTAIN SECURITY AGREEMENT DATED OCTOBER 10, 2006,
INCLUDING A 2004 ROLLS ROYCE PHANTOM (VIN SCA1 S68424UX07261).

DESCRIPTIONOFCHANGE IN TERMS.CHANGE LOAN AMOUNT TO CURRENT BALANCE OF $159,523.37

DEFERRED
PRINCIPAL PAYMENTS FOR 3 MONTHS, STARTING WITH OCTOBER 10, 2008
PAYMENT. OCTOBER INTEREST PAYMENT WILL BE COLLECTED AT SIGNING. PRINCIPAL AND
INTEREST PAYMENTS WILL RESUME STARTING WITH THE JANUARY 10, 2009 PAYMENT.

PAYMENT. Borrower will pay this loan in accordancewiththe following payment
schedule:2monthly
consecutive interest payments, beginning November 10, 2008, with interest
calculated on the unpaid principal balances at an interest rate of 6.690% per
annum;57monthly
consecutive principal and interest payments of $3,226.64 each, beginning
January 10, 2009, with interest calculated on the unpaid principal balances at
an interest rateof6.690% per annum; and one principalandInterest payment of $3,226.72
on October10,2013,
with interest calculated on the unpaid principal balances at an interest rate
of 6.690% per annum. This estimated final payment is based on the assumption
that all payments will be made exactly as scheduled; the actual final payment
will be for all principal and accrued interest not yet paid, together with any
other unpaid amounts on this loan.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the
original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lenders right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a
satisfaction of the obligation(s). It is the intention of
Lender to retain as liable parties all makers and endorsers of the original
obligation(s), including accommodation parties, unless a party
is expressly released by Lender in writing. Any maker or endorser, including
accommodation makers, will not be released by virtue of this Agreement. If any
person who signed the original obligation does not sign this Agreement below,
then all persons signing below acknowledge that this Agreement is given
conditionally, based on the representation to Lender that the non-signing party
consents to the changes and provisions of this Agreement or otherwise will not
be released by it. This waiver applies not only to any initial
extension, modification or release, but also to all such subsequent actions.

DEPOSIT RELATIONSHIP REQUIREMENT. Borrower at all times during the term of this
Note, shall maintain their primary deposit relationship with Bank.

PRIOR
TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE
AGREEMENT.

CHANGE IN TERMS SIGNERS:

|                         |                                                                 | 
|------------------------ | --------------------------------------------------------------- | 
|NEW WORLD MORTGAGE, INC.
|                         |                                                                 | 
|By:                      | -s- Melissa Waylett Leonard                                     | 
|                         | MELISSA WAYLETT LEONARD, Secretary of NEW  WORLD MORTGAGE, INC. | 

|                                                                                                                                                           
|-----------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                           
|                                                                                                                                                           
|LASER PRO Lending, Ver. 5.39.00.008 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights
 Reserved. - CA V:\ProSuite\CFI\LPL\D20C.FC TR-1076 PR-4

---

DISBURSEMENT REQUEST AND AUTHORIZATION

|                                                                                                                                                                                                                               |                     |                       |                    |                  |                   |               |                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------- | --------------------- | ------------------ | ---------------- | ----------------- | ------------- | --------------------
|                                                                                                                                                                                                                              
|Principal
 $159,523.37                                                                                                                                                                                                         | Loan Date11-05-2008 | Maturity 
 10-10-2013 | Loan No 
 20000606 | Call / Coll
 144 | Account 
 N000157 | Officer 
 CA1 | Initials (SIGNATURE)
|                                                                                                                                                                                                                              
|References in the boxes above are for Lenders use only and do not limit the
 applicability of this document to any particular loan or item.Any item above containing * * * has been omitted due to text length limitations.
|                                                                                                                                                                                                                              

|          |                           |  |         |                            
|--------- | ------------------------- |  | ------- | ---------------------------
|Borrower: | NEW WORLD
 MORTGAGE, INC. |  | Lender: | CommerceWest
 Bank         
|          | 41655
 DATE STREET        |  |         | Corporate
 Headquarters    
|          | MURRIETA,
 CA 92562       |  |         | 2111
 Business Center Drive
|          |                           |  |         | Irvine, CA
 92612          
|          |                           |  |         | (949) 251
 -6959           
|         

LOAN TYPE. This is a Fixed Rate (6.690% initial rate) Nondisclosable Loan to a
Corporation for $159,523.37 due on
October 10, 2013. This is a secured renewal loan.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

o Personal,
Family, or Household Purposes or Personal Investment.

xBusiness
(Including Real Estate Investment).

SPECIFIC PURPOSE. The specific purpose of this loan is: CHANGE IN TERMS OF A COMMERCIAL
TERM LOAN.

DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds
will be disbursed until all of Lenders conditions for making the loan have
been satisfied. Please disburse the loan proceeds of $159,523.37 as follows:

|                                                                                                |                                         |  |   |            | 
|----------------------------------------------------------------------------------------------- | --------------------------------------- |  | - | ---------- | 
|                                                                                                | Other
 Disbursements:                   |  | $ | 159,523.37 | 
|                                                                                                | $159,523.37 DISBURSED(CHANGE
 IN TERMS) |  |   |            | 
|                                                                                                |                                         |  |   |            | 
|                                                                                                | Note
 Principal:                        |  | $ | 159,523.37 | 
|                                                                                                |                                         |  |   |            | 
|CHARGES
 PAID IN CASH.
 Borrower has paid or will pay in cash as agreed the
 following charges: |                                        
|                                                                                                |                                         |  |   |            | 
|                                                                                                | Prepaid
 Finance Charges Paid in Cash:  |  | $ | 0.00       | 
|                                                                                                |                                         |  |   |            | 
|                                                                                                | Other
 Charges Paid in Cash:            |  | $ | 1,204.62   | 
|                                                                                                | $888.66 Interest billed to 10/10/08     |  |   |            | 
|                                                                                                | $315.96 Late charges due 10/21/08       |  |   |            | 
|                                                                                                |                                         |  |   |            | 
|                                                                                                | Total
 Charges Paid in Cash:            |  | $ | 1,204.62   | 

AUTOMATIC PAYMENTS. Borrower hereby authorizes Lender automatically to deduct from
Borrowers CHECKING account, numbered 40200180, the amount of any loan payment.
If the funds in the account are insufficient to cover any payment, Lender shall
not be obligated to advance funds to cover the payment. At any time and for any reason, Borrower or
Lender may voluntarily terminate Automatic Payments.

FEES.
Fees paid by: Check # 1319 Debit
Account # __________.

FINANCIAL CONDITION.BYSIGNING THIS AUTHORIZATION,
BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE
IS TRUEANDCORRECT
AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWERS FINANCIAL
CONDITION AS DISCLOSEDINBORROWERS MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION IS DATED NOVEMBER5,2008.

|                         |                                                                  | 
|------------------------ | ---------------------------------------------------------------- | 
|BORROWER:               
|                         |                                                                  | 
|NEW WORLD MORTGAGE, INC.
|                         |                                                                  | 
|By:                      | -s- Melissa Waylett Leonard                                      | 
|                         | MELISSA WAYLETT LEONARD, Secretary of NEW 
 WORLD MORTGAGE, INC. | 

|                                                                                                                                                          
|----------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                          
|                                                                                                                                                          
|LASER PRO Lending, Ver. 5.39.00.008 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights
 Reserved. - CA V:\ProSuite\CFI\LPL\I20.FC TR-1076 PR-4

---

LOAN CHECKLIST

|                                                                                                                                                                                                                                  |                     |                       |                    |                  |                   |               |                     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | --------------------- | ------------------ | ---------------- | ----------------- | ------------- | --------------------
|                                                                                                                                                                                                                                 
|Principal
 $159,523.37                                                                                                                                                                                                            | Loan Date11-05-2008 | Maturity 
 10-10-2013 | Loan No 
 20000606 | Call / Coll
 144 | Account 
 N000157 | Officer 
 CA1 | Initials (SIGNATURE)
|                                                                                                                                                                                                                                 
|References
 in the boxes above are for Lenders use only and do not limit the
 applicability of this document to any particular loan or item. Any item above
 containing * * * has been omitted due to text length limitations.
|                                                                                                                                                                                                                                 

|          |  |                          |  |         |  |                            
|--------- |  | ------------------------ |  | ------- |  | ---------------------------
|Borrower: |  | NEW WORLD MORTGAGE, INC. |  | Lender: |  | CommerceWest
 Bank         
|          |  | 41655 DATE
 STREET       |  |         |  | Corporate
 Headquarters    
|          |  | MURRIETA,
 CA 92562      |  |         |  | 2111
 Business Center Drive
|          |  |                          |  |         |  | Irvine, CA
 92612          
|          |  |                          |  |         |  | (949)
 251-6959            

|           
|-----------
|           
|           
|DESCRIPTION

| |   |                                                                                                                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | þ | Loan Type: This is a Fixed Rate (6.690%
 initial rate) Nondisclosable Loan to a Corporation for $159,523.37 due on
 October 10, 2013.                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                            
| | o | Transaction Number: 1076.                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                            
| | þ | Collateral: This
 transaction is secured by Titled Collateral.                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                            
| | o | Officer: CA1 Asavisanu,
 Cynthia                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                            
| | þ | Processor: JP Parrino, Joe                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                            
| | o | Standard Product: 4 - Other
 Secured Loans - Promissory Note.                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                            
| | þ | Standard Policy: Commercial
 Loan Policy.                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                            
| | þ | Branch Number and Name: 91
 - Corporate Headquarters.                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                            
| | þ | General lending Policy for
 this transaction is governed by California law. Collateral documents printed
 through LASER PRO for this transaction will be governed by the collateral law
 state as specified on the Collateral Summary Screen for each piece of
 collateral.
| |   |                                                                                                                                                                                                                                                                            
| | o | LASER PRO has identified
 this as a California Constitution transaction.                                                                                                                                                                                                 

|              
|--------------
|              
|              
|LOAN DOCUMENTS

o
Loan Checklisto
Amortization Scheduleo
Business Loan Agreementþ
Change In Terms Agreemento
CA Commercial Guaranty:
 FRANCIS LEONARDo
CA Commercial Guaranty:
 KEVIN LEONARDo
Power of Attorney: 2004
 ROLLS ROYCE PHANTOM (VIN SCA1S68424UX07261)o
Agreement to Provide
 Insurance: 2004 ROLLS ROYCE PHANTOM (VIN SCA1S68424UX07261); owned byLEONARDo
Notice of Final Agreemento
Your Right to Privacy:
 FRANCIS LEONARDo
Your Right to Privacy:
 MELISSA WAYLETT LEONARD


o
Loan Request Summaryo
Corporate Resolution: NEW
 WORLD MORTGAGE, INC.o
Customer Information
 Profile: NEW WORLD MORTGAGE, INC.o
CA Commercial Guaranty:
 MELISSA WAYLETT LEONARDo
CA Commercial Security
 Agreement: 2004 ROLLS ROYCE PHANTOM (VIN
 SCA1S68424UX07261); owned by LEONARDo
Notice of Insurance
 Requirements: 2004 ROLLS ROYCE PHANTOM (VIN SCA1S68424UX07261)þ
Disbursement Request and
 Authorizationo
Boarding Data Sheet:
 Transaction 1076o
Your Right to Privacy: NEW
 WORLD MORTGAGE, INC.o
Your Right to Privacy:
 KEVIN LEONARD


| |                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | This list of documents may
 not include all the documents needed for this transaction. Applications,
 verifications, and other specialized documents may be needed.

|                                 
|---------------------------------
|                                 
|ENTRY OMISSION WARNINGS TO LENDER

| |                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------
| | In processing this loan,
 any omission warnings in this Entry Omissions section should be reviewed as
 provided below.

|                           
|---------------------------
|                           
|                           
|ADVISORY WARNINGS TO LENDER

| |                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | þNoLOCATION. The Collateral Location for the California
 Titled Motor Vehicle collateral described as 2004 ROLLS ROYCE PHANTOM
 (VIN SCA1S68424UX07261) has not been entered on the appropriate Collateral
 Details Screen. Therefore, the Grantors address is assumed to be
 the location of the collateral. 3CPRAS0011S                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                
| | þSHORT
 FORM DOCS. You have chosen one or more short form documents (e.g.,
 Deed of Trust, Mortgage, Business Loan Agreement, etc.) for this loan. You
 should carefully review the documents to make certain that they contain all
 the necessary terms and conditions for the specific loan. If you are
 uncertain, either use the standard forms or consult your legal counsel. 3BLEAS0190S                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                
| | þJURY
 WAIVER. You have selected a jury waiver provision to be included
 in your loan document when California law governs either a document in which
 the provision is included or governs the transaction as a whole. The
 California Supreme Court has held that predispute jury waiver provisions are
 not enforceable under California law. Consult your legal counsel if you have
 questions. 3BLEAS1323S
| |                                                                                                                                                                                                                                                                                                                                                                                                                
| | In processing this loan,
 any warnings in this Advisory Warnings section should be reviewed as
 provided below.                                                                                                                                                                                                                                                                                              

|                           
|---------------------------
|                           
|                           
|CRITICAL WARNINGS TO LENDER

| |                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------
| | In processing this loan,
 any warnings in this Critical Warnings section should be reviewed as
 provided below.
|

---

|                   |                           |       
|------------------ | ------------------------- | ------
|Loan
 No: 20000606 | LOAN CHECKLIST(Continued) | Page 2

|                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                         
|                                                                                                                                                         
|CHECKLIST WARNINGS                                                                                                                                       
|                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                          | In processing this loan,
 all warnings appearing above should be reviewed. All closing documents should
 be reviewed by your compliance officer or legal counsel as specified in the
 LASER PRO Loan Administrators Guide. If you have questions about why LASER
 PRO has generated any warning, call HFS. If you have legal questions about
 these warnings or this loan or what action to take, you should seek the
 advice of your compliance officer or legal counsel.
|                                                                                                                                                         
|LASER PRO Lending,
Ver. 5.39.00.008 Copr. Harland Financial Solution, Inc. 1997, 2008. All Rights
Reserved. - CA V:\Prosuite\CFI\LPL\A05.FC TR.-1076 PR-4

---

|                      |                              |            
|--------------------- | ---------------------------- | -----------
|                      | Digitally
 signed by:        | (SIGNATURE)
|                      | Rosa E.
 Hernandez          
|                      | Reason: I am
 approving this
|BOARDING DATA SHEET   | document                    
|Location:            
|Date:
 11/14/08 11/51

|                                                                                                                                                                                                                               |                     |                       |                    |                  |                   |               |         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------- | --------------------- | ------------------ | ---------------- | ----------------- | ------------- | --------
|                                                                                                                                                                                                                              
|Principal
 $159,523.37                                                                                                                                                                                                         | Loan Date11-05-2008 | Maturity 
 10-10-2013 | Loan No 
 20000606 | Call / Coll
 144 | Account 
 N000157 | Officer 
 CA1 | Initials
|                                                                                                                                                                                                                              
|References in the boxes above are for Lenders use only and do not limit the
 applicability of this document to any particular loan or item.Any item above containing * * * has been omitted due to text length limitations.
|                                                                                                                                                                                                                              

|          |                          |         |                           
|--------- | ------------------------ | ------- | --------------------------
|Borrower: | NEW WORLD MORTGAGE, INC. | Lender: | CommerceWest Bank         
|          | 41655 DATE STREET        |         | Corporate Headquarters    
|          | MURRIETA, CA 92562       |         | 2111 Business Center Drive
|          |                          |         | Irvine, CA 92612          
|          |                          |         | (949) 251-6959            

|                     
|---------------------
|CUSTOMER DATA SUMMARY

|                                        |  |             |  |                  |  |                       |  |                 
|--------------------------------------- |  | ----------- |  | ---------------- |  | --------------------- |  | ----------------
|NEW WORLD MORTGAGE, INC.                |  | 33-0957773  |  | Corporation      |  | Borrower              |  | Cust #: N000157 
|Street Address: 41655 DATE
STREET       |  | MURRIETA    |  | CA    92562      |  | County: RIVERSIDE     |  | Phone:          
|Mailing Address:                        |  |             |  |                  |  | County:               |  | NAICS: 522310   
|Primary Phone:                          |  | Ext:        |  | Instructions:    |  |                       |  |                 
|                                        |  |             |  |                  |  |                       |  |                 
|Resolution: New Resolution              |  |             |  |                  |  |                       |  |                 
|                                        |  |             |  |                  |  |                       |  |                 
|Officer of
 NEW WORLD MORTGAGE, INC.:   |  |             |  |                  |  |                       |  | Title: Secretary
|                                        |  |             |  |                  |  |                       |  |                 
|MELISSA WAYLETT LEONARD                 |  | ###-##-#### |  | Individual       |  | Officer               |  | Cust #: L000161 
|Street Address: 37765
AVENIDA LA CRESTA |  | MURRIETA    |  | CA    92562      |  | County: SAN BERNADINO |  | Phone:          
|Primary Phone:                          |  | Ext:        |  | Instructions:    |  |                       |  |                 
|                                        |  |             |  |                  |  |                       |  |                 
|Officer of
 NEW WORLD MORTGAGE, INC.:   |  |             |  |                  |  |                       |  | Title: President
|                                        |  |             |  |                  |  |                       |  |                 
|FRANCIS
 LEONARD                        |  | ###-##-#### |  | Individual       |  | Officer               |  | Cust #: L000164 
|Street Address: 33023 ROMERO
DRIVE      |  | TEMECULA    |  | CA    92592      |  | County: SAN BERNADINO |  | Phone:          
|Primary Phone:                          |  | Ext:        |  | Instructions:    |  |                       |  |                 
|                                        |  |             |  |                  |  |                       |  |                 
|MELISSA WAYLETT LEONARD                 |  | ###-##-#### |  | Individual       |  | Guarantor             |  | Cust #: L000161 
|                                        |  |             |  | Guaranty Amount: |  | Unlimited             |  |                 
|Street Address: 37765
AVENIDA LA CRESTA |  | MURRIETA    |  | CA    92562      |  | County: SAN BERNADINO |  | Phone:          
|Primary Phone:                          |  | Ext:        |  | Instructions:    |  |                       |  |                 
|                                        |  |             |  |                  |  |                       |  |                 
|KEVIN
 LEONARD                          |  | ###-##-#### |  | Individual       |  | Guarantor             |  | Cust #: L000163 
|                                        |  |             |  | Guaranty Amount: |  | Unlimited             |  |                 
|Street Address: 37765
AVENIDA LA CRESTA |  | MURRIETA    |  | CA    92562      |  | County: SAN BERNADINO |  | Phone:          
|Primary Phone:                          |  | Ext:        |  | Instructions:    |  |                       |  |                 
|                                        |  |             |  |                  |  |                       |  |                 
|FRANCIS
 LEONARD                        |  | ###-##-#### |  | Individual       |  | Guarantor             |  | Cust #: L000164 
|                                        |  |             |  | Guaranty Amount: |  | Unlimited             |  |                 
|Street Address: 33023 ROMERO
DRIVE      |  | TEMECULA    |  | CA    92592      |  | County: SAN BERNADINO |  | Phone:          
|Primary Phone:                          |  | Ext:        |  | Instructions:    |  |                       |  |                 

|                   
|-------------------
|TRANSACTION SUMMARY

|                        |                                                                                                
|----------------------- | -----------------------------------------------------------------------------------------------
|Transaction No.: 1076   | Product Description: 4 - Other Secured Loans - Promissory Note                                 
|Product Category: 2     | Purpose: Loan is not for Personal, Family, Household Purposes
 or Personal Investment Purposes.
|Loan Policy: Commercial | Specific Loan Purpose: CHANGE IN TERMS OF A COMMERCIAL TERM LOAN                               

|                  
|------------------
|CLASSIFICATIONDATA

|                                                |                                             |                       
|----------------------------------------------- | ------------------------------------------- | ----------------------
|Application
 No:                                | Branch: 91 Corporate Headquarters           | Employee
 Loan: No    
|Application
 Date:                              | Dept: Note Department                       | Restricted
 Access: No
|Loan No: 20000606                               | Division:                                   | Reg O Loan: No        
|Loan Date: 11-05-2008                           | Region:                                     | Comments:             
|Officer: CA1 Asavisanu, Cynthia                 | Loan Type: Irregular (Direct - Installment) |                       
|Processor No: JP Parrino, Joe                   | Loan Class: Secured Renewal                 |                       
|Collateral
 Code: 144                           | Purpose
 Code:                              | Portfolio
 Code:      
|Charge Code:                                    | Class Code:                                 | Host System:          
|Call Code:                                      | User Code 1:                                | User Code
 2:         
|User Code 3:                                    | User Code 4:                                | User Code
 5:         
|User Code 6:                                    | User Code 7:                                | User Code 8:          
|Automatic
 Payments Account: 40200180, CHECKING |                                            

---

|                  |                                   |       
|----------------- | --------------------------------- | ------
|Loan No: 20000606 | BOARDING
 DATA SHEET
 (Continued) | Page 2
|                  |                                   |       

|                  
|------------------
|COLLATERAL SUMMARY

|                |               |                                                  |       |             |                |                
|--------------- | ------------- | ------------------------------------------------ | ----- | ----------- | -------------- | ---------------
|Type            | SubType       | Description                                      | State | Value       | Purchase Money | Collateral Code
|TitledOwner(s): | Motor Vehicle | 2004 ROLLS ROYCE PHANTOM (VIN SCA1S68424UX07261) | CA    | $211,424.00 | Y              | 144            

|                                        |  |             |  |               |                               |  |                
|--------------------------------------- |  | ----------- |  | ------------- | ----------------------------- |  | ---------------
|KEVIN LEONARD                           |  | ###-##-#### |  | Individual    |                               |  | Cust #: L000163
|Street
 Address:37765 AVENIDA LA CRESTA |  | MURRIETA    |  | CA
   92562   | County:
 SAN BERNADINO Phone:
|Primary
 Phone:                         |  | Ext:        |  | Instructions: |                               |  |                

|            
|------------
|PAYMENT DATA

IRREGULAR PAY LOAN 
(Fixed
Rate)

|                                              |  |          |            |         |   |          | 
|--------------------------------------------- |  | -------- | ---------- | ------- | - | -------- | 
|                                              |  | Financed |            | In Cash |  
|AMOUNT
 REQUESTED:                            |  | $        | 159,523.37 |         |   |          | 
|PREPAID
 FINANCE CHARGES:                     |  |          | 0.00       |         |   |          | 
|SECURITY
 INTEREST CHARGES:                   |  |          |            |         |   |          | 
|Interest billed to 10/10/08                   |  |          |            |         |   | 888.66   | 
|Late charges due 10/21/08                     |  |          |            |         |   | 315.96   | 
|NOTE
 AMOUNT:                                 |  | $        | 159,523.37 |         | $ | 1,204.62 | 
|                                             
|DISBURSEMENTS:                                |  |          |            |         |   |          | 
|Other:
           DISBURSED(CHANGE IN
 TERMS) |  | $        | 159,523.37 |        

|                      |  |             |  |           |  |                                  |  |     |       |        |  |      
|--------------------- |  | ----------- |  | --------- |  | -------------------------------- |  | --- | ----- | ------ |  | -----
|PAYMENT
 CALCULATION: |  |             |  |           |  |                                  |  |    
|Stream                |  | No. of Pmts |  | Amount    |  | Due                              |  | F/V | Index | Margin |  | Rate 
|1                     |  | 2           |  | Interest  |  | Monthly
 beginning 11-10-2008    |  | F   |       |        |  | 6.690
|2                     |  | 57          |  | $3,226.64 |  | Monthly
 beginning 01-10-2009    |  | F   |       |        |  | 6.690
|3                     |  | 1           |  | $3,226.72 |  | One Payment beginning 10-10-2013 |  | F   |       |        |  | 6.690

| |                    |           
| | ------------------ | ----------
| | Disbursement Date: | 11-05-2008
| | Due
 Date:         | 10-10-2013

INTEREST
RATE SELECTION:

| |                   |        
| | ----------------- | -------
| | Interest
 Method: | 365/365
| |                   |        
| | Interest Rate:    | 6.690  

|       |                |                 |                  
|------ | -------------- | --------------- | -----------------
|APR    | FINANCE CHARGE | AMOUNT FINANCED | TOTAL OF PAYMENTS
|6.687% | $ 28,645.18    | $ 159,523.37    | $ 188,168.55     

|                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------
|ADDITIONAL PROVISIONS                                                                                                                  
|                                                                                                                                       
|BOARDING DATA. OBTAIN INSURANCE.
 DEALER WILL PROCESS DMV PAPER WORK. ADVANCE FULL LOAN AMOUNT, IEBC WILL DEBIT
 LOAN WIP TO ISSUE C/C.

|                                                                                                                                                           
|-----------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                           
|LASER PRO Lending, Ver. 5.39.00.008 Copr. Harland Financial
 Solutions, Inc. 1997, 2008. All Rights Reserved. - CA
 V:\ProSuite\CFI\LPL\I40.FC TR-1076 PR-4

---

COMMERCEWESTB A N K

SCANNED DOCUMENT CERTIFICATION

This document certifies that the following documents
dated 10-10-2006 are true scanned copies of
the Original
signed documents for loan # 20000606.
The original documents have been scanned into Synergy according
to the scanning procedures already in place.

|            |               | 
|----------- | ------------- | 
|Scanned by: | Rom Hernandez | 

|    |          | 
|--- | -------- | 
|On: | 10-12-06 | 

|                                |  | 
|------------------------------- |  | 
|Original documents shredded on: |  | 

Or


|          |          | 
|--------- | -------- | 
|Filed on: | 10-12-06 | 

2111
BUSINESS CENTER DRIVE  IRVINE  CALIFORNIA 92612  (949) 251-6959  FAX (949)
251-6958

---

PROMISSORY NOTE

|                                                                                                                                                                                                                                  |                     |                       |                   |                  |                  |           |                     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | --------------------- | ----------------- | ---------------- | ---------------- | --------- | --------------------
|                                                                                                                                                                                                                                 
|Principal
 $211,424.00                                                                                                                                                                                                            | Loan Date10-10-2006 | Maturity 
 10-10-2013 | Loan No
 20000606 | Call / Coll
 144 | Account
 N000157 | OfficerAD | Initials (SIGNATURE)
|                                                                                                                                                                                                                                 
|References
 in the shaded area are for Lenders use only and do not limit the
 applicability of this document to any particular loan or item. Any item above
 containing * * * has been omitted due to text length limitations.
|                                                                                                                                                                                                                                 

|          |                          |         |                              
|--------- | ------------------------ | ------- | -----------------------------
|Borrower: | NEW WORLD MORTGAGE, INC. | Lender: | CommerceWest Bank            
|          | 41655 DATE STREET        |         | Inland Empire Business Center
|          | MURRIETA, CA 92562       |         | 1611 Pomona Road             
|          |                          |         | Corona, CA 92880             
|          |                          |         | (951) 582-9405               
|         

|                              |                        |                               
|----------------------------- | ---------------------- | ------------------------------
|Principal Amount: $211,424.00 | Interest
 Rate: 6.690% | Date of Note: October 10, 2006

PROMISE
TO PAY. NEW WORLD MORTGAGE, INC. (Borrower) promises to
pay to CommerceWest Bank (Lender), or order, in lawful money of the United
States of America, the principal amount of Two Hundred Eleven Thousand Four
Hundred Twenty-four & 00/100 Dollars ($211,424.00), together with interest
at the rate of 6.690% per annum on the unpaid principal balance from October
10, 2006, until paid in full. The interest rate may change under the terms and
conditions of the INTEREST AFTER DEFAULT section.

PAYMENT. Borrower
will pay this loan in 83 payments of $3,159.55 each payment and an irregular
last payment estimated at $3,159.08. Borrowers first payment is due November
10, 2006, and all subsequent payments are due on the same day of each month
after that. Borrowers final payment will be due on October 10, 2013, and will
be for all principal and all accrued interest not yet paid. Payments include
principal and interest. Unless otherwise agreed or required by applicable law,
payments will be applied first to any accrued unpaid interest; then to
principal; then to any unpaid collection costs; and then to any late charges.
Interest on this Note is computed on a 365/365 simple interest basis; that is,
by applying the ratio of the annual interest rate over the number of days in a
year, multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender
at Lenders address shown above or at such other place as Lender may designate
in writing.

PREPAYMENT.Borrower may pay without penalty all or a portion of the
amount owed earlier than it is due. Early payments will not, unless agreed to
by Lender in writing, relieve Borrower of Borrowers obligation to continue to
make payments under the payment schedule. Rather, early payments will reduce
the principal balance due and may result in Borrowers making fewer payments.
Borrower agrees not to send Lender payments marked paid in full, without
recourse, or similar language. If Borrower sends such a payment, Lender may
accept it without losing any of Lenders rights under this Note, and Borrower
will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes payment in
full of the amount owed or that is tendered with other conditions or
limitations or as full satisfaction of a disputed amount must be mailed or
delivered to: CommerceWest Bank, Inland Empire Business Center, 1611 Pomona
Road, Corona, CA 92880.

LATE
CHARGE.If a payment is 11 days or more late, Borrower will
be charged 5.000% of the regularly scheduled payment.

INTEREST
AFTER DEFAULT.Upon default, at Lenders option, and if
permitted by applicable law, Lender may add any unpaid accrued interest to
principal and such sum will bear interest therefrom until paid at the rate
provided in this Note (including any increased rate). Upon default, the
interest rate on this Note shall, if permitted under applicable law,
immediately increase by 5.000 percentage points.

DEFAULT.Each
of the following shall constitute an event of default (Event of Default)
under this Note:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Payment Default.Borrower
 fails to make any payment when due under this Note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Other Defaults.Borrower
 fails to comply with or to perform any other term, obligation, covenant or
 condition contained in this Note or in any of the related documents or to
 comply with or to perform any term, obligation, covenant or condition
 contained in any other agreement between Lender and Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Default In Favor of Third
 Parties.Borrower or any Grantor defaults under any loan,
 extension of credit, security agreement, purchase or sales agreement, or any
 other agreement, in favor of any other creditor or person that may materially
 affect any of Borrowers property or Borrowers ability to repay this Note or
 perform Borrowers obligations under this Note or any of the related documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | False Statements.Any
 warranty, representation or statement made or furnished to Lender by Borrower
 or on Borrowers behalf under this Note or the related documents is false or
 misleading in any material respect, either now or at the time made or
 furnished or becomes false or misleading at any time thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Insolvency.The
 dissolution or termination of Borrowers existence as a going business, the
 insolvency of Borrower, the appointment of a receiver for any part of
 Borrowers property, any assignment for the benefit of creditors, any type of
 creditor workout, or the commencement of any proceeding under any bankruptcy
 or insolvency laws by or against Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Creditor or Forfeiture
 Proceedings.Commencement of foreclosure or forfeiture
 proceedings, whether by judicial proceeding, self-help, repossession or any
 other method, by any creditor of Borrower or by any governmental agency
 against any collateral securing the loan. This includes a garnishment of any
 of Borrowers accounts, including deposit accounts, with Lender. However,
 this Event of Default shall not apply if there is a good faith dispute by
 Borrower as to the validity or reasonableness of the claim which is the basis
 of the creditor or forfeiture proceeding and if Borrower gives Lender written
 notice of the creditor or forfeiture proceeding and deposits with Lender
 monies or a surety bond for the creditor or forfeiture proceeding, in an
 amount determined by Lender, in its sole discretion, as being an adequate
 reserve or bond for the dispute.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Events Affecting Guarantor.Any
 of the preceding events occurs with respect to any Guarantor of any of the
 indebtedness or any Guarantor dies or becomes incompetent, or revokes or
 disputes the validity of, or liability under, any guaranty of the
 indebtedness evidenced by this Note. In the event of a death, Lender, at its
 option, may, but shall not be required to, permit the Guarantors estate to
 assume unconditionally the obligations arising under the guaranty in a manner
 satisfactory to Lender, and, in doing so, cure any Event of Default.                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Change In Ownership.Any
 change in ownership of twenty-five percent (25%) or more of the common stock
 of Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Adverse Change.A
 material adverse change occurs in Borrowers financial condition, or Lender
 believes the prospect of payment or performance of this Note is impaired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Cure Provisions.If
 any default, other than a default in payment is curable and if Borrower has
 not been given a notice of a breach of the same provision of this Note within
 the preceding twelve (12) months, it may be cured if Borrower, after
 receiving written notice from Lender demanding cure of such default: (1)
 cures the default within fifteen (15) days; or (2) if the cure requires more
 than fifteen (15) days, immediately initiates steps which Lender deems in Lenders
 sole discretion to be sufficient to cure the default and thereafter continues
 and completes all reasonable and necessary steps sufficient to produce
 compliance as soon as reasonably practical.                                                                                                                                                                                                  

---

|                  |                  |       
|----------------- | ---------------- | ------
|                  | PROMISSORY
 NOTE |       
|Loan No: 20000606 | (Continued)      | Page 2
|                  |                  |       

LENDERS
RIGHTS.Upon default, Lender may declare the entire unpaid
principal balance under this Note and all accrued unpaid interest immediately
due, and then Borrower will pay that amount.

ATTORNEYS
FEES; EXPENSES.Lender may hire or pay someone else to help
collect this Note if Borrower does not pay. Borrower will pay Lender that
amount. This includes, subject to any limits under applicable law, Lenders
attorneys fees and Lenders legal expenses, whether or not there is a lawsuit,
including attorneys fees, expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), and appeals.
Borrower also will pay any court costs, in addition to all other sums provided
by law.

JURY
WAIVER. To the extent permitted by applicable law. Lender and
Borrower hereby waive the right to any jury trial in any action, proceeding, or
counterclaim brought by either Lender or Borrower against the other.

GOVERNING
LAW. This Note will be governed by federal law applicable to
Lender and, to the extent not preempted by federal law, the laws of the State
of California without regard to its conflicts of law provisions. This Note has
been accepted by Lender in the State of California.

CHOICE OF
VENUE.If there is a lawsuit, Borrower agrees upon Lenders
request to submit to the jurisdiction of the courts of Riverside County, State
of California.

DISHONORED
ITEM FEE.Borrower will pay a fee to Lender of $20.00 if
Borrower makes a payment on Borrowers loan and the check or preauthorized
charge with which Borrower pays is later dishonored.

COLLATERAL.Borrower acknowledges this Note is secured by the following
collateral described in the security instrument listed herein: a motor vehicle
described in a Commercial Security Agreement dated October 10, 2006.

SUCCESSOR
INTERESTS.The terms of this Note shall be binding upon
Borrower, and upon Borrowers heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Lender and its successors and
assigns.

NOTIFY US
OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.Please
notify us if we report any inaccurate information about your account(s) to a
consumer reporting agency. Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address: CommerceWest
Bank 2111 Business Center Drive Irvine, CA 92612.

GENERAL
PROVISIONS.If any part of this Note cannot be enforced, this
fact will not affect the rest of the Note. Lender may delay or forgo enforcing
any of its rights or remedies under this Note without losing them. Borrower and
any other person who signs, guarantees or endorses this Note, to the extent
allowed by law, waive any applicable statute of limitations, presentment,
demand for payment, and notice of dishonor. Upon any change in the terms of
this Note, and unless otherwise expressly stated in writing, no party who signs
this Note, whether as maker, guarantor, accommodation maker or endorser, shall
be released from liability. All such parties agree that Lender may renew or
extend (repeatedly and for any length of time) this loan or release any party
or guarantor or collateral; or impair, fail to realize upon or perfect Lenders
security interest in the collateral; and take any other action deemed necessary
by Lender without the consent of or notice to anyone. All such parties also
agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.

PRIOR TO
SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

|                         |                                           | 
|------------------------ | ----------------------------------------- | 
|NEW WORLD MORTGAGE, INC.
|                         |                                           | 
|By:                      | -s- Melissa Waylett Leonard               | 
|                         | MELISSA WAYLETT LEONARD, Secretary of NEW
|                         | WORLD MORTGAGE, INC.                      | 

|                                                                                                                                                                
|----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                
|LASER PRO Lending, Ver.
 5.32.10.003 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights
 Reserved. - CA F:\AFFS\LASERPRO\CFL\LPL\D20.FC TR-1076 PR-4

---

DISBURSEMENT REQUEST AND AUTHORIZATION

|                                                                                                                                                                                                                                  |                     |                       |                    |                  |                   |              |                     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | --------------------- | ------------------ | ---------------- | ----------------- | ------------ | --------------------
|                                                                                                                                                                                                                                 
|Principal
 $211,424.00                                                                                                                                                                                                            | Loan Date10-10-2006 | Maturity 
 10-10-2013 | Loan No 
 20000606 | Call / Coll
 144 | Account 
 N000157 | Officer 
 AD | Initials (SIGNATURE)
|                                                                                                                                                                                                                                 
|References in the shaded
 area are for Lenders use only and do not limit the applicability of this
 document to any particular loan or item. 
 Any item above containing *** has been omitted due to text length
 limitations.
|                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                 

|          |                           |         |                               
|--------- | ------------------------- | ------- | ------------------------------
|Borrower: | NEW WORLD
 MORTGAGE, INC. | Lender: | CommerceWest
 Bank            
|          | 41655
 DATE STREET        |         | Inland
 Empire Business Center
|          | MURRIETA,
 CA 92562       |         | 1611
 Pomona Road             
|          |                           |         | Corona, CA
 92880             
|          |                           |         | (951)
 582-9405               
|         

LOAN TYPE. This is a Fixed Rate (6.690%) Nondisclosable Loan to a Corporation for
$211,424.00 due on October 10, 2013.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

| |                                                                  
| | -----------------------------------------------------------------
| | oPersonal, Family, or
 Household Purposes or Personal Investment.
| |                                                                  
| | xBusiness (Including Real
 Estate Investment).                   

SPECIFIC PURPOSE.The specific purpose of this loan is: TO PURCHASE A USED VEHICLE.

DISBURSEMENT INSTRUCTIONS.Borrower understands that no loan proceeds
will be disbursed until all of Lenders conditions for making the loan have
been satisfied. Please disburse the loan proceeds of $211,424.00 as follows:

|                                                                                              |                                                                |  |   |            | 
|--------------------------------------------------------------------------------------------- | -------------------------------------------------------------- |  | - | ---------- | 
|                                                                                              | Amount
 paid to others on Borrowers behalf:                   |  | $ | 211,424.00 | 
|                                                                                              | $211,424.00
 to EUROCAR, INC. (CASHIER CHECK TO EUROCAR, INC.) |  |   |            | 
|                                                                                              |                                                                |  |   |            | 
|                                                                                              | Note
 Principal:                                               |  | $ | 211,424.00 | 
|                                                                                              |                                                                |  |   |            | 
|CHARGES
 PAID IN CASH.Borrower
 has paid or will pay in cash as agreed the following charges:
|                                                                                              |                                                                |  |   |            | 
|                                                                                              | Prepaid
 Finance Charges Paid in Cash:                         |  | $ | 0.00       | 
|                                                                                              |                                                                |  |   |            | 
|                                                                                              | Other
 Charges Paid in Cash:                                   |  | $ | 877.00     | 
|                                                                                              | $500.00 Loan Documentation Fee                                 |  |   |            | 
|                                                                                              | $377.00 Processing Fee                                         |  |   |            | 
|                                                                                              |                                                                |  |   |            | 
|                                                                                              | Total
 Charges Paid in Cash:                                   |  | $ | 877.00     | 

AUTOMATIC PAYMENTS. Borrower hereby authorizes Lender automatically to deduct from
Borrowers
CHECKING account, numbered 40200180, the amount of any loan payment. If the
funds in the account are insufficient to cover any payment, Lender shall not be
obligated to advance funds to cover the payment. At any time and for any
reason, Borrower or Lender may
voluntarily terminate Automatic Payments.

FEES.Fees paid by: Check # ___________Debit Account # 40200180.

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER
REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE
AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWERS
FINANCIAL CONDITION AS DISCLOSED IN BORROWERS MOST RECENT FINANCIAL STATEMENT
TO LENDER. THIS AUTHORIZATION IS DATED OCTOBER 10, 2006.

|                        |                                                                  | 
|----------------------- | ---------------------------------------------------------------- | 
|BORROWER:              
|                        |                                                                  | 
|NEW WORLD MORTGAGE INC.
|                        |                                                                  | 
|By:                     | -s- Melissa Waylett Leonard                                      | 
|                        | MELISSA WAYLETT LEONARD, Secretary of NEW 
 WORLD MORTGAGE, INC. | 

|                                                                                                                                                                
|----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                
|                                                                                                                                                                
|LASER PRO Lending, Ver.
 5.32.10.003 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights
 Reserved. - CA F:\APPS\LASERPRO\CFI\LPL\I20.FC TR-1076 PR-4

---

CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL

|                                                                                                                                                                                                                            |                     |                       |                    |                  |                   |              |                     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | --------------------- | ------------------ | ---------------- | ----------------- | ------------ | --------------------
|                                                                                                                                                                                                                           
|Principal
 $211,424.00                                                                                                                                                                                                      | Loan Date10-10-2006 | Maturity 
 10-10-2013 | Loan No 
 20000606 | Call / Coll
 144 | Account 
 N000157 | Officer 
 AD | Initials (SIGNATURE)
|                                                                                                                                                                                                                           
|References in the shaded area are for Lenders use only and do not limit the applicability of this document to any particular loan or
item.Any item above containing *** has been omitted due to text length limitations.
|                                                                                                                                                                                                                           

|             |                                                                 |  |         |                                                                                                      
|------------ | --------------------------------------------------------------- |  | ------- | -----------------------------------------------------------------------------------------------------
|Corporation: | NEW WORLD MORTGAGE, INC.
 41655 DATE STREET
 MURRIETA, CA 92562 |  | Lender: | CommerceWest
 Bank
 Inland Empire Business Center
 1611 Pomona Road
 Corona, CA 92880
 (951) 582-9405
|             |                                                                 |  |         |                                                                                                      
|             |                                                                 |  |         |                                                                                                      

I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATIONS EXISTENCE. The complete and correct name of the
Corporation is NEW WORLD MORTGAGE, INC. (Corporation). The Corporation is a
corporation for profit which is, and at all times shall be, duly organized,
validly existing, and in good standing under and by virtue of the laws of the
State of California. The Corporation is duly authorized to transact business in
all other states in which the Corporation is doing business, having obtained
all necessary filings, governmental licenses and approvals for each state in
which the Corporation is doing business. Specifically, the Corporation is, and
at all times shall be, duly qualified as a foreign corporation in all states in
which the failure to so qualify would have a material adverse effect on its
business or financial condition. The Corporation has the full power and
authority to own its properties and to transact the business in which it is
presently engaged or presently proposes to engage. The Corporation maintains an
office at 41655 DATE STREET, MURRIETA, CA 92562. Unless the Corporation has designated
otherwise in writing, the principal office is the office at which the
Corporation keeps its books and records. The Corporation will notify Lender
prior to any change in the location of The Corporations state of organization
or any change in The Corporations name. The Corporation shall do all things
necessary to preserve and to keep in full force and effect its existence,
rights and privileges, and shall comply with all regulations, rules,
ordinances, statutes, orders and decrees of any governmental or
quasi-governmental authority or court applicable to the Corporation and The
Corporations business activities.

RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the Corporation
is a close corporation having no Board of Directors then at a meeting of the
Corporations shareholders, duly called and held on June 27, 2006, at which a
quorum was present and voting, or by other duly authorized action in lieu of a
meeting, the resolutions set forth in this Resolution were adopted.

OFFICERS. The following named persons are officers of NEW WORLD MORTGAGE, INC.:

| |                          |  |           |        |   |  |            |                             |                    |  | 
| | ------------------------ |  | --------- | ------ | - |  | ---------- | --------------------------- | ------------------ |  | 
| | NAMES                    |  |           | TITLES |   |  | AUTHORIZED |                             | ACTUAL
 SIGNATURES | 
| |                          |  |           |        |   |  |            |                             |                   
| | MELISSA
 WAYLETT LEONARD |  | Secretary |        | Y |  | X          | -s- Melissa Waylett Leonard |                   
| |                          |  |           |        |   |  |            |                             |                   
| | FRANCIS
 LEONARD         |  | President |        | Y |  | X          | -s- Francis Leonard         |                   

ACTIONS AUTHORIZED. Any one (1) of the authorized persons listed above may enter into any
agreements of any nature with Lender, and those agreements will bind the
Corporation. Specifically, but without limitation, any one (1) of such
authorized persons are authorized, empowered, and directed to do the following
for and on behalf of the Corporation:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Borrow Money. To borrow, as a cosigner or otherwise, from time to time from Lender,
 on such terms as may be agreed upon between the Corporation and Lender, such
 sum or sums of money as in their judgment should be borrowed, without
 limitation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Execute Notes. To execute and deliver to Lender the promissory note or notes, or
 other evidence of the Corporations credit accommodations, on Lenders forms,
 at such rates of interest and on such terms as may be agreed upon, evidencing
 the sums of money so borrowed or any of the Corporations indebtedness to
 Lender, and also to execute and deliver to Lender one or more renewals,
 extensions, modifications, refinancings, consolidations, or substitutions for
 one or more of the notes, any portion of the notes, or any other evidence of
 credit accommodations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise
 encumber and deliver to Lender any property now or hereafter belonging to the
 Corporation or in which the Corporation now or hereafter may have an
 interest, including without limitation all of the Corporations real property
 and all of the Corporations personal property (tangible or intangible), as
 security for the payment of any loans or credit accommodations so obtained,
 any promissory notes so executed (including any amendments to or
 modifications, renewals, and extensions of such promissory notes), or any
 other or further indebtedness of the Corporation to Lender at any time owing,
 however the same may be evidenced. Such property may be mortgaged, pledged,
 transferred, endorsed, hypothecated or encumbered at the time such loans are
 obtained or such indebtedness is incurred, or at any other time or times, and
 may be either in addition to or in lieu of any property theretofore
 mortgaged, pledged, transferred, endorsed, hypothecated or encumbered.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Execute Security Documents. To execute and deliver to Lender the forms
 of mortgage, deed of trust, pledge agreement, hypothecation agreement, and
 other security agreements and financing statements which Lender may require
 and which shall evidence the terms and conditions under and pursuant to which
 such liens and encumbrances, or any of them, are given; and also to execute
 and deliver to Lender any other written instruments, any chattel paper, or
 any other collateral, of any kind or nature, which Lender may deem necessary
 or proper in connection with or pertaining to the giving of the liens and
 encumbrances. Notwithstanding the foregoing, any one of the above authorized
 persons may execute, deliver, or record financing statements.                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Negotiate Items. To draw, endorse, and discount with Lender all drafts, trade
 acceptances, promissory notes, or other evidences of indebtedness payable to
 or belonging to the Corporation or in which the Corporation may have an
 interest, and either to receive cash for the same or to cause such proceeds
 to be credited to the Corporations account with Lender, or to cause such
 other disposition of the proceeds derived therefrom as they may deem
 advisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Further Acts. In the case of lines of credit, to designate additional or alternate
individuals as being authorized to request advances under such lines, and in
all cases, to do and perform such other acts and things, to pay any and all
fees and costs, and to execute and deliver such other documents and
agreements, including agreements requiring disputes with Lender to be
submitted to binding arbitration for final resolution and waiving the right
to a trial by jury, as the officers may in their discretion deem reasonably
necessary or proper in order to carry into effect the provisions of this
Resolution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                

ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all
documents or filings required by law relating to all assumed business names
used by the Corporation. Excluding the name of the Corporation, the following
is a complete list of all assumed business names under which the Corporation
does business: None.

NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at Lenders
address shown above (or such other addresses as

---

|                                                  |             |       
|------------------------------------------------- | ----------- | ------
|CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL
|Loan No:
 20000606                                | (Continued) | Page 2
|                                                  |             |       

Lender
may designate from time to time) prior to any (A) change in the Corporations
name; (B) change in the Corporations assumed business name(s); (C) change in
the management of the Corporation; (D) change in the authorized signer(s); (E)
change in the Corporations principal office address; (F) change in the
Corporations state of organization; (G) conversion of the Corporation to a new
or different type of business entity; or (H) change in any other aspect of the
Corporation that directly or indirectly relates to any agreements between the
Corporation and Lender. No change in the Corporations name or state of
organization will take effect until after Lender has received notice.

CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are duly elected,
appointed, or employed by or for the Corporation, as the case may be, and
occupy the positions set opposite their respective names. This Resolution now
stands of record on the books of the Corporation, is in full force and effect,
and has not been modified or revoked in any manner whatsoever.

NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal is
affixed to this Resolution.

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and performed
prior to the passage of this Resolution are hereby ratified and approved. This
Resolution shall be continuing, shall remain in full force and effect and
Lender may rely on it until written notice of its revocation shall have been
delivered to and received by Lender at Lenders address shown above (or such
addresses as Lender may designate from time to time). Any such notice shall not
affect any of the Corporations agreements or commitments in effect at the time
notice is given.

IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signatures set
opposite the names listed above are their genuine signatures.

I
have read all the provisions of this Resolution, and I personally and on behalf
of the Corporation certify that all statements and representations made in this
Resolution are true and correct. This Corporate Resolution to Borrow / Grant
Collateral is dated June 27, 2006.

| |                                |                                                                
| | ------------------------------ | ---------------------------------------------------------------
| | CERTIFIED TO AND ATTESTED
 BY:
| |                               
| | X                              | -s- Melissa Waylett Leonard                                    
| |                                | MELISSA
 WAYLETT LEONARD Secretary of NEW
 WORLD MORTGAGE, INC.

|                                                                                                                                                                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE: If the officers
 signing this Resolution are designated by the foregoing document as one of
 the officers authorized to act on the Corporations behalf, it is advisable
 to have this Resolution signed by at least one non-authorized officer of the
 Corporation.
|LASER
 PRO Lending, Ver. 6.32.10.003 Copr. Harland Financial Solutions, Inc.
 1997, 2008. All Rights Reserved. - CA F:\APPS\LASERPRO\CFI\LPL\C10.FC TR-1076
 PR-4                                                                                                         

---

BUSINESS LOAN AGREEMENT

|                                                                                                                                                                                                                                  |                     |                       |                    |                  |                  |             |                     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | --------------------- | ------------------ | ---------------- | ---------------- | ----------- | --------------------
|                                                                                                                                                                                                                                 
|Principal
 $211,424.00                                                                                                                                                                                                            | Loan Date10-10-2006 | Maturity 
 10-10-2013 | Loan No 
 20000606 | Call / Coll
 144 | Account
 N000157 | Officer
 AD | Initials (SIGNATURE)
|                                                                                                                                                                                                                                 
|References
 in the shaded area are for Lenders use only and do not limit the applicability
 of this document to any particular loan or item. Any item above containing
 * * * has been omitted due to text length limitations.
|                                                                                                                                                                                                                                 

|          |                           |         |                               
|--------- | ------------------------- | ------- | ------------------------------
|Borrower: | NEW WORLD
 MORTGAGE, INC. | Lender: | CommerceWest
 Bank            
|          | 41655 DATE
 STREET        |         | Inland
 Empire Business Center
|          | MURRIETA,
 CA 92562       |         | 1611
 Pomona Road             
|          |                           |         | Corona, CA
 92880             
|          |                           |         | (951)
 582-9405               

| | 
| | 
|

THIS BUSINESS LOAN AGREEMENT dated October 10, 2006, is made
and executed between NEW WORLD MORTGAGE, INC. (Borrower) and CommerceWest
Bank (Lender) on the following terms and conditions. Borrower has received
prior commercial loans from Lender or has applied to Lender for a commercial
loan or loans or other financial accommodations, including those which may be
described on any exhibit or schedule attached to this Agreement (Loan).
Borrower understands and agrees that: (A) in granting, renewing, or extending
any Loan, Lender is relying upon Borrowers representations, warranties, and
agreements as set forth in this Agreement; (B) the granting, renewing, or
extending of any Loan by Lender at all times shall be subject to Lenders sole
judgment and discretion; and (C) all such Loans shall be and remain subject to
the terms and conditions of this Agreement.

TERM.
This Agreement shall be effective as of October 10, 2006, and shall continue in
full force and effect until such time as all of Borrowers Loans in favor of
Lender have been paid in full, including principal, interest, costs, expenses,
attorneys fees, and other fees and charges, or until such time as the parties
may agree in writing to terminate this Agreement.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lenders obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to
the fulfillment to Lenders satisfaction of all of the conditions set forth in
this Agreement and in the Related Documents.

|                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                       | Loan Documents. Borrower shall provide to Lender the following documents for the
 Loan: (1) the Note; (2) Security Agreements granting to Lender security
 interests in the Collateral; (3) financing statements and all other documents
 perfecting Lenders Security Interests; (4) evidence of insurance as required
 below; (5) guaranties; (6) together with all such Related Documents as Lender
 may require for the Loan; all in form and substance satisfactory to Lender
 and Lenders counsel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                       | Borrowers Authorization. Borrower shall have provided in form and
 substance satisfactory to Lender properly certified resolutions, duly
 authorizing the execution and delivery of this Agreement, the Note and the
 Related Documents. In addition, Borrower shall have provided such other
 resolutions, authorizations, documents and instruments as Lender or its
 counsel, may require.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                       | Payment of Fees and Expenses. Borrower shall have paid to Lender all
 fees, charges, and other expenses which are then due and payable as specified
 in this Agreement or any Related Document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                       | Representations and Warranties. The representations and warranties set
 forth in this Agreement, in the Related Documents, and in any document or certificate
 delivered to Lender under this Agreement are true and correct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                       | No Event of Default. There shall not exist at the time of any
 Advance a condition which would constitute an Event of Default under this
 Agreement or under any Related Document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
 Lender, as of the date of this Agreement, as of the date of each disbursement
 of loan proceeds, as of the date of any renewal, extension or modification of
 any Loan, and at all times any Indebtedness exists:
|                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                       | Organization. Borrower is a corporation for profit which is, and at all times
 shall be, duly organized, validly existing, and in good standing under and by
 virtue of the laws of the State of California. Borrower is duly authorized to
 transact business in all other states in which Borrower is doing business,
 having obtained all necessary filings, governmental licenses and approvals
 for each state in which Borrower is doing business. Specifically, Borrower
 is, and at all times shall be, duly qualified as a foreign corporation in all
 states in which the failure to so qualify would have a material adverse
 effect on its business or financial condition. Borrower has the full power
 and authority to own its properties and to transact the business in which it
 is presently engaged or presently proposes to engage. Borrower maintains an
 office at 41655 DATE STREET, MURRIETA, CA 92562. Unless Borrower has
 designated otherwise in writing, the principal office is the office at which
 Borrower keeps its books and records including its records concerning the
 Collateral. Borrower will notify Lender prior to any change in the location
 of Borrowers state of organization or any change in Borrowers name.
 Borrower shall do all things necessary to preserve and to keep in full force
 and effect its existence, rights and privileges, and shall comply with all
 regulations, rules, ordinances, statutes, orders and decrees of any
 governmental or quasi-governmental authority or court applicable to Borrower
 and Borrowers business activities.
|                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                       | Assumed Business Names. Borrower has filed or recorded all
 documents or filings required by law relating to all assumed business names
 used by Borrower. Excluding the name of Borrower, the following is a complete
 list of all assumed business names under which Borrower does business: None.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                       | Authorization. Borrowers execution, delivery, and performance of this Agreement
 and all the Related Documents have been duly authorized by all necessary
 action by Borrower and do not conflict with, result in a violation of, or
 constitute a default under (1) any provision of (a) Borrowers articles of
 incorporation or organization, or bylaws, or (b) any agreement or other
 instrument binding upon Borrower or (2) any law, governmental regulation,
 court decree, or order applicable to Borrower or to Borrowers properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                       | Financial Information. Each of Borrowers financial statements
 supplied to Lender truly and completely disclosed Borrowers financial
 condition as of the date of the statement, and there has been no material
 adverse change in Borrowers financial condition subsequent to the date of
 the most recent financial statement supplied to Lender. Borrower has no
 material contingent obligations except as disclosed in such financial
 statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                       | Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower
 is required to give under this Agreement when delivered will constitute
 legal, valid, and binding obligations of Borrower enforceable against
 Borrower in accordance with their respective terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                       | Properties. Except as contemplated by this Agreement or as previously disclosed
 in Borrowers financial statements or in writing to Lender and as accepted by
 Lender, and except for property tax liens for taxes not presently due and
 payable, Borrower owns and has good title to all of Borrowers properties
 free and clear of all Security Interests, and has not executed any security
 documents or financing statements relating to such properties. All of
 Borrowers properties are titled in Borrowers legal name, and Borrower has
 not used or filed a financing statement under any other name for at least the
 last five (5) years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                       | Hazardous Substances. Except as disclosed to and acknowledged by
 Lender in writing, Borrower represents and warrants that: (1) During                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

---

|                        |             |       
|----------------------- | ----------- | ------
|BUSINESS LOAN AGREEMENT
|Loan No:
 20000606      | (Continued) | Page 2

| | 
| | 
|

|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                    | the
 period of Borrowers ownership of the Collateral, there has been no use,
 generation, manufacture, storage, treatment, disposal, release or threatened
 release of any Hazardous Substance by any person on, under, about or from any
 of the Collateral. (2) Borrower has no knowledge of, or reason to believe
 that there has been (a) any breach or violation of any Environmental Laws;
 (b) any use, generation, manufacture, storage, treatment, disposal, release
 or threatened release of any Hazardous Substance on, under, about or from the
 Collateral by any prior owners or occupants of any of the Collateral; or (c)
 any actual or threatened litigation or claims of any kind by any person
 relating to such matters. (3) Neither Borrower nor any tenant, contractor,
 agent or other authorized user of any of the Collateral shall use, generate,
 manufacture, store, treat, dispose of or release any Hazardous Substance on,
 under, about or from any of the Collateral; and any such activity shall be
 conducted in compliance with all applicable federal, state, and local laws,
 regulations, and ordinances, including without limitation all Environmental
 Laws. Borrower authorizes Lender and its agents to enter upon the Collateral
 to make such inspections and tests as Lender may deem appropriate to
 determine compliance of the Collateral with this section of the Agreement.
 Any inspections or tests made by Lender shall be at Borrowers expense and
 for Lenders purposes only and shall not be construed to create any
 responsibility or liability on the part of Lender to Borrower or to any other
 person. The representations and warranties contained herein are based on
 Borrowers due diligence in investigating the Collateral for hazardous waste
 and Hazardous Substances. Borrower hereby (1) releases and waives any future
 claims against Lender for indemnity or contribution in the event Borrower
 becomes liable for cleanup or other costs under any such laws, and (2) agrees
 to indemnify, defend, and hold harmless Lender against any and all claims,
 losses, liabilities, damages, penalties, and expenses which Lender may
 directly or indirectly sustain or suffer resulting from a breach of this section
 of the Agreement or as a consequence of any use, generation, manufacture,
 storage, disposal, release or threatened release of a hazardous waste or
 substance on the Collateral. The provisions of this section of the Agreement,
 including the obligation to indemnify and defend, shall survive the payment
 of the Indebtedness and the termination, expiration or satisfaction of this
 Agreement and shall not be affected by Lenders acquisition of any interest
 in any of the Collateral, whether by foreclosure or otherwise.
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    | Litigation and Claims. No litigation, claim, investigation,
 administrative proceeding or similar action (including those for unpaid
 taxes) against Borrower is pending or threatened, and no other event has
 occurred which may materially adversely affect Borrowers financial condition
 or properties, other than litigation, claims, or other events, if any, that
 have been disclosed to and acknowledged by Lender in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    | Taxes. To the best of Borrowers knowledge, all of Borrowers tax returns
 and reports that are or were required to be filed, have been filed, and all
 taxes, assessments and other governmental charges have been paid in full,
 except those presently being or to be contested by Borrower in good faith in
 the ordinary course of business and for which adequate reserves have been
 provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    | Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower
 has not entered into or granted any Security Agreements, or permitted the
 filing or attachment of any Security Interests on or affecting any of the
 Collateral directly or indirectly securing repayment of Borrowers Loan and
 Note, that would be prior or that may in any way be superior to Lenders
 Security Interests and rights in and to such Collateral.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    | Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all
 Related Documents are binding upon the signers thereof, as well as upon their
 successors, representatives and assigns, and are legally enforceable in
 accordance with their respective terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender
 that, so long as this Agreement remains in effect, Borrower will:
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    | Notices of Claims and Litigation. Promptly inform Lender in writing of (1)
 all material adverse changes in Borrowers financial condition, and (2) all
 existing and all threatened litigation, claims, investigations,
 administrative proceedings or similar actions affecting Borrower or any
 Guarantor which could materially affect the financial condition of Borrower
 or the financial condition of any Guarantor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    | Financial Records. Maintain its books and records in accordance with GAAP, applied on a
 consistent basis, and permit Lender to examine and audit Borrowers books and
 records at all reasonable times.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    | Financial Statements. Furnish Lender with the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Additional Requirements.                                                                                                                                                                                                                                                                    
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | BORROWER
 TO PROVIDE LENDER, ANNUALLY, WITH CPA AUDITED FINANCIAL STATEMENTS DUE WITHIN
 90 DAYS OF FISCAL YEAR
 END.                                                                                                                                                                       
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | BORROWER
 TO PROVIDE LENDER, QUARTERLY, WITH INTERNAL PREPARED FINANCIAL STATEMENTS DUE
 WITHIN 30 DAYS OF QUARTER END.                                                                                                                                                                     
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | BORROWER
 TO PROVIDE LENDER, ANNUALLY, WITH SIGNED FEDERAL INCOME TAX RETURN DUE WITHIN
 30 DAYS OF FILING.                                                                                                                                                                                 
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | GUARANTOR(S)
 TO PROVIDE LENDER, ANNUALLY, WITH PERSONAL FINANCIAL STATEMENT, CONCURRENTLY
 WITH SIGNED FEDERAL INCOME TAX RETURN DUE WITHIN 30 DAYS OF FILING.                                                                                                                             
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | BORROWER
 AND GUARANTOR(S) AGREES TO PAY $250.00 FINANCIAL REPORTING VIOLATION FEE AND
 $1,000.00 FINANCIAL COVENANT VIOLATION FEE.                                                                                                                                                         
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | BORROWERS
 PERSONAL AND BUSINESS DEPOSIT RELATIONSHIP TO MOVE TO COMMERCEWEST BANK AFTER
 EXECUTION OF LOAN DOCUMENTS.                                                                                                                                                                     
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | EXIT
 FEE: 1% OF THE ORIGINAL LOAN AMOUNT. THIS FEE WILL BE ASSESSED IF CREDIT
 FACILITY IS PAID OFF BY ANOTHER FINANCIAL INSTITUTION RESULTING IN CLIENT
 MOVING THEIR BANKING RELATIONSHIP FROM COMMERCEWEST BANK.                                                                        
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    | All
 financial reports required to be provided under this Agreement shall be
 prepared in accordance with GAAP, applied on a consistent basis, and
 certified by Borrower as being true and correct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    | Additional Information. Furnish such additional information and
 statements, as Lender may request from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    | Financial Covenants and
 Ratios. Comply with the following covenants and ratios:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Other Requirements.                                                                                                                                                                                                                                                                         
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | DEBT
 COVERAGE RATIO MEASURED ANNUALLY SET AT 2.0 : 1.                                                                                                                                                                                                                                      
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Except
 as provided above, all computations made to determine compliance with the
 requirements contained in this paragraph shall be made in accordance with
 generally accepted accounting principles, applied on a consistent basis, and
 certified by Borrower as being true and correct.
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                             
|                                                                                                                                    | Insurance.
 Maintain fire and other risk insurance, public liability insurance, and such
 other insurance as Lender may require with respect to Borrowers properties
 and operations, in form, amounts, coverages and with insurance companies
 acceptable to Lender. Borrower, upon                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

|                        |             |       
|----------------------- | ----------- | ------
|BUSINESS LOAN AGREEMENT
|Loan No:
 20000606      | (Continued) | Page 3
|                       

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | request
 of Lender, will deliver to Lender from time to time the policies or
 certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be
 cancelled or diminished without at least sixty (60) days prior written notice
 to Lender. Each insurance policy
 also shall include an endorsement providing that coverage in favor of Lender
 will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with
 all policies covering assets in which Lender holds or is offered a security
 interest for the Loans, Borrower will provide Lender with such lenders loss
 payable or other endorsements as Lender may require.                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Insurance Reports. Furnish to Lender, upon
 request of Lender, reports on each existing insurance policy showing such
 information as Lender may reasonably request, including without limitation the
 following: (1) the name of the
 insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured;
 (5) the then current property values on the basis of which insurance has been
 obtained, and the manner of determining those values; and (6) the expiration
 date of the policy. In addition, upon request of Lender (however not more
 often than annually), Borrower will have an independent appraiser
 satisfactory to Lender determine, as applicable, the actual cash value or replacement
 cost of any Collateral. The cost of such appraisal shall be paid by Borrower.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Guaranties. Prior to disbursement
 of any Loan proceeds, furnish executed guaranties of the Loans in favor of
 Lender, executed by the guarantors named below, on Lenders forms, and in the
 amounts and under the conditions set forth in those guaranties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|                        |  |           |        
|----------------------- |  | --------- | -------
|Names of Guarantors     |  |           | Amounts
|                        |  |           |        
|MELISSA
WAYLETT LEONARD |  | Unlimited
|KEVIN
LEONARD           |  | Unlimited
|FRANCIS
LEONARD         |  | Unlimited

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Other Agreements. Comply with all terms
 and conditions of all other agreements, whether now or hereafter existing,
 between Borrower and any other party and notify Lender immediately in writing of any
 default in connection with any other such agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Loan Proceeds. Use all Loan proceeds
 solely for Borrowers business operations, unless specifically consented to
 the contrary by Lender in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Taxes, Charges and Liens. Pay and discharge when
 due all of its indebtedness and obligations, including without limitation all
 assessments, taxes, governmental charges, levies and liens, of every kind and
 nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which
 penalties would attach, and all lawful claims that, if unpaid, might become a
 lien or charge upon any of Borrowers properties, income, or profits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Performance. Perform and comply, in a timely manner, with all terms, conditions,
 and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and
 agreements between Borrower and Lender. Borrower shall notify Lender immediately
 in writing of any default in
 connection with any agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Operations. Maintain executive and
 management personnel with substantially the same qualifications and
 experience as the present executive and management personnel; provide written notice
 to Lender of any change in executive and management personnel; conduct its business affairs in a
 reasonable and prudent manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Environmental Studies. Promptly conduct and
 complete, at Borrowers expense, all such investigations, studies, samplings
 and testings as may be requested by Lender or any governmental authority
 relative to any substance, or any waste or by-product of any substance
 defined as
 toxic or a hazardous substance under applicable federal, state, or local law,
 rule, regulation, order or directive, at or affecting any property or any facility
 owned, leased or used by Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Compliance with Governmental
 Requirements. Comply with all laws, ordinances, and regulations, now
 or hereafter in effect, of all governmental authorities applicable to the conduct of
 Borrowers properties, businesses and operations, and to the use or occupancy
 of the Collateral, including without limitation, the Americans With
 Disabilities Act. Borrower may contest in good faith any such law, ordinance,
 or regulation and withhold compliance during any proceeding, including
 appropriate appeals, so long as Borrower has notified Lender in writing prior to doing
 so and so long as, in Lenders sole opinion, Lenders interests in the
 Collateral are not jeopardized. Lender may require Borrower to post adequate security or a
 surety bond, reasonably satisfactory to Lender, to protect Lenders interest.                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Inspection. Permit employees or
 agents of Lender at any reasonable time to inspect any and all Collateral for
 the Loan or Loans and Borrowers other properties and to examine or audit
 Borrowers books, accounts, and records and to make copies and memoranda of Borrowers books,
 accounts, and records. If Borrower now or at any time hereafter maintains any
 records (including without limitation computer generated records and computer software
 programs for the generation of such records) in the possession of a third
 party, Borrower, upon request of Lender, shall notify such party to permit
 Lender free access to such records at all reasonable times and to provide Lender with
 copies of any records it may request, all at Borrowers expense.                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Compliance Certificates. Unless waived in
 writing by Lender, provide Lender at least annually, with a certificate
 executed by Borrowers chief financial officer, or other officer or person
 acceptable to Lender, certifying that the representations and warranties set
 forth in this Agreement are true and correct as of the date of the certificate and
 further certifying that, as of the date of the certificate, no Event of Default exists under
 this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Environmental Compliance and Reports. Borrower shall comply
 in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of
 an intentional or unintentional action or omission on Borrowers part or on
 the part of any third party, on property owned and/or occupied by Borrower, any
 environmental activity where damage may result to the environment, unless
 such environmental activity is pursuant to and in compliance with the conditions of a
 permit issued by the appropriate federal, state or local governmental
 authorities; shall furnish to Lender promptly and in any event within thirty
 (30) days after receipt thereof a copy of any notice, summons, lien, citation,
 directive, letter or other communication from any governmental agency or
 instrumentality concerning any intentional or unintentional action or omission on Borrowers
 part in connection with any environmental activity whether or not there is
 damage to the environment and/or other natural resources.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Additional Assurances. Make, execute and
 deliver to Lender such promissory notes, mortgages, deeds of trust, security
 agreements, assignments, financing statements, instruments, documents and
 other agreements as Lender or its attorneys may reasonably request to evidence and secure the
 Loans and to perfect all Security Interests.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

LENDERS EXPENDITURES. If any action or
proceeding is commenced that would materially affect Lenders interest in the
Collateral or if Borrower fails to comply with any provision of this Agreement
or any Related Documents, including but not limited to Borrowers failure to discharge or pay when due
any amounts Borrower is required to discharge or pay under this Agreement or any
Related Documents, Lender on Borrowers behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and other
claims, at any time levied or placed on any Collateral and paying all costs for
insuring,
maintaining and preserving any Collateral. All such expenditures incurred or
paid by Lender for such purposes will then bear interest at the rate charged under
the Note from the date incurred or paid by Lender to the date of repayment by
Borrower. All such expenses will become a part of the Indebtedness and, at Lenders option,
will (A) be payable on demand; (B) be added to the balance of the Note and be

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|                        |             |       
|----------------------- | ----------- | ------
|BUSINESS LOAN AGREEMENT
|Loan No:
 20000606      | (Continued) | Page 4
|                       

apportioned among and be payable with any installment
payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term
of the Note; or (C) be treated as a balloon payment which will be due and
payable at the Notes maturity.

NEGATIVE COVENANTS. Borrower covenants and
agrees with Lender that while this Agreement is in effect, Borrower shall not,
without the prior written consent of Lender:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Indebtedness and Liens. (1) Except for trade
 debt incurred in the normal course of business and indebtedness to Lender
 contemplated by this Agreement, create, incur or assume indebtedness for borrowed
 money, including capital leases, (2) sell, transfer, mortgage, assign, pledge,
 lease, grant a security interest in, or encumber any of Borrowers assets
 (except as allowed as Permitted Liens), or (3) sell with recourse any of
 Borrowers accounts, except to Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Continuity of Operations. (1) Engage in any business
 activities substantially different than those in which Borrower is presently
 engaged, (2)
 cease operations, liquidate, merge, transfer, acquire or consolidate with any
 other entity, change its name, dissolve or transfer or sell Collateral out of the
 ordinary course of business, or (3) pay any dividends on Borrowers stock
 (other than dividends payable in its stock), provided, however that notwithstanding the
 foregoing, but only so long as no Event of Default has occurred and is
 continuing or would result from the payment of dividends, if Borrower is a Subchapter S
 Corporation (as defined in the Internal Revenue Code of 1986, as amended), Borrower may
 pay cash dividends on its stock to its shareholders from time to time in
 amounts necessary to enable the shareholders to pay income taxes and make estimated
 income tax payments to satisfy their liabilities under federal and state law
 which arise
 solely from their status as Shareholders of a Subchapter S Corporation
 because of their ownership of shares of Borrowers stock, or purchase or retire any
 of Borrowers outstanding shares or alter or amend Borrowers capital
 structure.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Loans, Acquisitions and Guaranties. (1) Loan, invest in or
 advance money or assets to any other person, enterprise or entity, (2) purchase, create or
 acquire any interest in any other enterprise or entity, or (3) incur any
 obligation as surety or guarantor other than in the ordinary course of
 business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Agreements. Borrower will not enter
 into any agreement containing any provisions which would be violated or
 breached by the performance of Borrowers obligations under this Agreement or in
 connection herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

CESSATION OF ADVANCES. If Lender has made any
commitment to make any Loan to Borrower, whether under this Agreement or under
any other
agreement, Lender shall have no obligation to make Loan Advances or to disburse
Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms
of this Agreement or any of the Related Documents or any other agreement that
Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies,
becomes incompetent or becomes insolvent, files a petition in bankruptcy or
similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in
Borrowers financial condition, in the financial condition of any Guarantor, or
in the value of any Collateral securing any Loan; or (D) any Guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such Guarantors guaranty of the Loan or any
other loan with Lender.

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Payment Default. Borrower fails
to make any payment when due under the Loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Other Defaults. Borrower fails to
 comply with or to perform any other term, obligation, covenant or condition
 contained in this Agreement or in any of the Related Documents or to comply
 with or to perform any term, obligation, covenant or condition contained in
 any other agreement between Lender and Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Default in Favor of Third Parties. Borrower or any
 Grantor defaults under any loan, extension of credit, security agreement,
 purchase or sales
 agreement, or any other agreement, in favor of any other creditor or person
 that may materially affect any of Borrowers or any Grantors property or
 Borrowers or any Grantors ability to repay the Loans or perform their
 respective obligations under this Agreement or any of the Related Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | False Statements. Any warranty,
 representation or statement made or furnished to Lender by Borrower or on
 Borrowers behalf under this Agreement or the Related Documents is false or
 misleading in any material respect, either now or at the time made or
 furnished or becomes false or misleading at any time thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Insolvency. The dissolution or
 termination of Borrowers existence as a going business, the insolvency of
 Borrower, the appointment of a receiver for any part of Borrowers property, any
 assignment for the benefit of creditors, any type of creditor workout, or the
 commencement
 of any proceeding under any bankruptcy or insolvency laws by or against
 Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Defective Collateralization. This Agreement or any
 of the Related Documents ceases to be in full force and effect (including
 failure of any collateral document to create a valid and perfected security interest
 or lien) at any time and for any reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Creditor or Forfeiture Proceedings. Commencement of
 foreclosure or forfeiture proceedings, whether by judicial proceeding,
 self-help, repossession
 or any other method, by any creditor of Borrower or by any governmental
 agency against any collateral securing the Loan. This includes a
 garnishment of any of Borrowers accounts, including deposit accounts, with
 Lender. However, this Event of Default shall not apply if there is a good faith dispute by
 Borrower as to the validity or reasonableness of the claim which is the basis
 of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of
 the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the
 creditor or forfeiture proceeding, in an amount determined by Lender, in its
 sole discretion, as being an adequate reserve or bond for the dispute.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Events Affecting Guarantor. Any of the preceding
 events occurs with respect to any Guarantor of any of the Indebtedness or any
 Guarantor
 dies or becomes incompetent, or revokes or disputes the validity of, or
 liability under, any Guaranty of the Indebtedness. In the event of a death,
 Lender, at its option, may, but shall not be required to, permit the
 Guarantors estate to assume unconditionally the obligations arising
 under the guaranty in a manner satisfactory to Lender, and, in doing so, cure
 any Event of Default.                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Change in Ownership. Any change in
 ownership of twenty-five percent (25%) or more of the common stock of
 Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Adverse Change. A material adverse
 change occurs in Borrowers financial condition, or Lender believes the
 prospect of payment or performance of the Loan is impaired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Right to Cure. If any default, other
 than a default on Indebtedness, is curable and if Borrower or Grantor, as the
 case may be, has not been given a notice of a similar default within the preceding
 twelve (12) months, it may be cured if Borrower or Grantor, as the case may
 be, after
 receiving written notice from Lender demanding cure of such default: (1) cure
 the default within fifteen (15) days; or (2) if the cure requires more than
 fifteen (15) days, immediately initiate steps which Lender deems in Lenders
 sole discretion to be sufficient to cure the default and thereafter continue and complete all
 reasonable and necessary steps sufficient to produce compliance as soon as
 reasonably practical.                                                                                                                                                           

EFFECT
OF AN EVENT OF DEFAULT. If any Event of Default shall occur,
except where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or
disbursements), and, at Lenders option, all Indebtedness immediately will

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|                        |             |       
|----------------------- | ----------- | ------
|BUSINESS LOAN AGREEMENT
|Loan No: 20000606       | (Continued) | Page 5
|                        |             |       

become
due and payable, all without notice of any kind to Borrower, except that in the
case of an Event of Default of the type described in the Insolvency
subsection above, such acceleration shall be automatic and not optional. In
addition, Lender shall have all the rights and remedies provided in the Related
Documents or available at law, in equity, or otherwise. Except as may be
prohibited by applicable law, all of Lenders rights and remedies shall be
cumulative and may be exercised singularly or concurrently. Election by Lender
to pursue any remedy shall not exclude pursuit of any other remedy, and an
election to make expenditures or to take action to perform an obligation of
Borrower or of any Grantor shall not affect Lenders right to declare a default
and to exercise its rights and remedies.

ADDITIONAL PROVISIONS AND WARRANTIES. Borrower represents and warrants to Lender
that Borrower will provide to Lender financial information in a form acceptable
to Lender, and that all such financial information which currently has been,
and all future information which will be provided to Lender is and will be true
and correct in all material respects and fairly present Borrowers financial
condition, as of the dates the financial information is provided.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a
part of this Agreement:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Amendments. This Agreement, together with any Related Documents, constitutes the
 entire understanding and agreement of the parties as to the matters set
 forth in this Agreement. No alteration of or amendment to this Agreement
 shall be effective unless given in writing and signed by the party or parties
 sought to be charged or bound by the alteration or amendment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Arbitration. Borrower and Lender agree that all disputes,
 claims and controversies between them whether individual, joint, or class in
 nature, arising from this Agreement or otherwise, including without
 limitation contract and tort disputes, shall be arbitrated pursuant to the
 Rules of the American Arbitration Association in effect at the time the claim
 is filed, upon request of either party. No act to take or dispose of any
 Collateral shall constitute a waiver of this arbitration agreement or be
 prohibited by this arbitration agreement. This includes, without limitation,
 obtaining injunctive relief or a temporary restraining order; invoking a
 power of sale under any deed of trust or mortgage: obtaining a writ of
 attachment or imposition of a receiver; or exercising any rights relating to
 personal property, including taking or disposing of such property with or
 without judicial process pursuant to Article 9 of the Uniform Commercial
 Code. Any disputes, claims, or controversies concerning the lawfulness or
 reasonableness of any act, or exercise of any right, concerning any
 Collateral, including any claim to rescind, reform, or otherwise modify any
 agreement relating to the Collateral, shall also be arbitrated, provided
 however that no arbitrator shall have the right or the power to enjoin or
 restrain any act of any party. Borrower and Lender agree that in the event of
 an action for judicial foreclosure pursuant to California Code of Civil
 Procedure Section 726, or any similar provision in any other state, the
 commencement of such an action will not constitute a waiver of the right to
 arbitrate and the court shall refer to arbitration as much of such action,
 including counterclaims, as lawfully may be referred to arbitration. Judgment
 upon any award rendered by any arbitrator may be entered in any court having
 jurisdiction. Nothing in this Agreement shall preclude any party from seeking
 equitable relief from a court of competent jurisdiction. The statute of
 limitations, estoppel, waiver, laches, and similar doctrines which would
 otherwise be applicable in an action brought by a party shall be applicable
 in any arbitration proceeding, and the commencement of an arbitration
 proceeding shall be deemed the commencement of an action for these purposes.
 The Federal Arbitration Act shall apply to the construction, interpretation,
 and enforcement of this arbitration provision.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Attorneys Fees; Expenses. Borrower agrees to pay upon demand all of
 Lenders costs and expenses, including Lenders attorneys fees and Lenders
 legal expenses, incurred in connection with the enforcement of this
 Agreement. Lender may hire or pay someone else to help enforce this
 Agreement, and Borrower shall pay the costs and expenses of such enforcement.
 Costs and expenses include Lenders attorneys fees and legal expenses
 whether or not there is a lawsuit, including attorneys fees and legal
 expenses for bankruptcy proceedings (including efforts to modify or vacate
 any automatic stay or injunction), appeals, and any anticipated post-judgment
 collection services. Borrower also shall pay all court costs and such
 additional fees as may be directed by the court.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Caption
 Headings. Caption
 headings in this Agreement are for convenience purposes only and are not to be
 used to interpret or define the provisions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Consent to Loan Participation. Borrower agrees and consents to Lenders
 sale or transfer, whether now or later, of one or more participation
 interests in the Loan to one or more purchasers, whether related or unrelated
 to Lender. Lender may provide, without any limitation whatsoever, to any one
 or more purchasers, or potential purchasers, any information or knowledge
 Lender may have about Borrower or about any other matter relating to the Loan,
 and Borrower hereby waives any rights to privacy Borrower may have with
 respect to such matters. Borrower additionally waives any and all notices of
 sale of participation interests, as well as all notices of any repurchase of
 such participation interests. Borrower also agrees that the purchasers of any
 such participation interests will be considered as the absolute owners of
 such interests in the Loan and will have all the rights granted under the
 participation agreement or agreements governing the sale of such
 participation interests. Borrower further waives all rights of offset or
 counterclaim that it may have now or later against Lender or against any
 purchaser of such a participation interest and unconditionally agrees that
 either Lender or such purchaser may enforce Borrowers obligation under the
 Loan irrespective of the failure or insolvency of any holder of any interest
 in the Loan. Borrower further agrees that the purchaser of any such
 participation interests may enforce its interests irrespective of any
 personal claims or defenses that Borrower may have against Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Governing Law. This Agreement will be governed by federal
 law applicable to Lender and, to the extent not preempted by federal law, the
 laws of the State of California without regard to its conflicts of law
 provisions. This Agreement has been accepted by Lender in the State of
 California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Choice of Venue. If there is a lawsuit, Borrower agrees upon Lenders request to
 submit to the jurisdiction of the courts of Riverside County, State of
 California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | No Waiver by Lender. Lender shall not be deemed to have waived
 any rights under this Agreement unless such waiver is given in writing and
 signed by Lender. No delay or omission on the part of Lender in exercising
 any right shall operate as a waiver of such right or any other right. A
 waiver by Lender of a provision of this Agreement shall not prejudice or
 constitute a waiver of Lenders right otherwise to demand strict compliance
 with that provision or any other provision of this Agreement. No prior waiver
 by Lender, nor any course of dealing between Lender and Borrower, or between
 Lender and any Grantor, shall constitute a waiver of any of Lenders rights
 or of any of Borrowers or any Grantors obligations as to any future
 transactions. Whenever the consent of Lender is required under this
 Agreement, the granting of such consent by Lender in any instance shall not
 constitute continuing consent to subsequent instances where such consent is
 required and in all cases such consent may be granted or withheld in the sole
 discretion of Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Notices. Any notice required to be given under this Agreement shall be given
 in writing, and shall be effective when actually delivered, when actually
 received by telefacsimile (unless otherwise required by law), when deposited
 with a nationally recognized overnight courier, or, if mailed, when deposited
 in the United States mail, as first class, certified or registered mail
 postage prepaid, directed to the addresses shown near the beginning of this
 Agreement. Any party may change its address for notices under this Agreement
 by giving formal written notice to the other parties, specifying that the
 purpose of the notice is to change the partys address. For notice purposes,
 Borrower agrees to keep Lender informed at all times of Borrowers current
 address. Unless otherwise provided or required by law, if there is more than
 one Borrower, any notice given by Lender to any Borrower is deemed to be
 notice given to all Borrowers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|                        |             |       
|----------------------- | ----------- | ------
|BUSINESS LOAN AGREEMENT
|Loan No: 20000606       | (Continued) | Page 6
|                        |             |       

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Severability. If a court of competent jurisdiction finds any provision of this
 Agreement to be illegal, invalid, or unenforceable as to any circumstance,
 that finding shall not make the offending provision illegal, invalid, or
 unenforceable as to any other circumstance. If feasible, the offending
 provision shall be considered modified so that it becomes legal, valid and
 enforceable. If the offending provision cannot be so modified, it shall be
 considered deleted from this Agreement. Unless otherwise required by law, the
 illegality, invalidity, or unenforceability of any provision of this
 Agreement shall not affect the legality, validity or enforceability of any
 other provision of this Agreement.                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions
 of this Agreement makes it appropriate, including without limitation any
 representation, warranty or covenant, the word Borrower as used in this
 Agreement shall include all of Borrowers subsidiaries and affiliates.
 Notwithstanding the foregoing however, under no circumstances shall this
 Agreement be construed to require Lender to make any Loan or other financial
 accommodation to any of Borrowers subsidiaries or affiliates.                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Successors and Assigns. All covenants and agreements by or on
 behalf of Borrower contained in this Agreement or any Related Documents shall
 bind Borrowers successors and assigns and shall inure to the benefit of
 Lender and its successors and assigns. Borrower shall not, however, have the
 right to assign Borrowers rights under this Agreement or any interest
 therein, without the prior written consent of Lender.                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Survival of Representations and Warranties. Borrower understands and agrees that in
 making the Loan, Lender is relying on all representations, warranties, and
 covenants made by Borrower in this Agreement or in any certificate or other
 instrument delivered by Borrower to Lender under this Agreement or the
 Related Documents. Borrower further agrees that regardless of any
 investigation made by Lender, all such representations, warranties and
 covenants will survive the making of the Loan and delivery to Lender of the
 Related Documents, shall be continuing in nature, and shall remain in full
 force and effect until such time as Borrowers Indebtedness shall be paid in
 full, or until this Agreement shall be terminated in the manner provided
 above, whichever is the last to occur.                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Time is of the Essence. Time is of the essence in the performance
 of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Waive Jury. To the extent permitted by applicable law, all
 parties to this Agreement hereby waive the right to any jury trial in any
 action, proceeding, or counterclaim brought by any party against any other
 party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|DEFINITIONS. The`following capitalized words and terms shall have the following
 meanings when used in this Agreement. Unless specifically stated to the
 contrary, all references to dollar amounts shall mean amounts in lawful money
 of the United States of America. Words and terms used in the singular shall
 include the plural, and the plural shall include the singular, as the context
 may require. Words and terms not otherwise defined in this Agreement shall
 have the meanings attributed to such terms in the Uniform Commercial Code.
 Accounting words and terms not otherwise defined in this Agreement shall have
 the meanings assigned to them in accordance with generally accepted
 accounting principles as in effect on the date of this Agreement:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Advance. The word Advance means a disbursement of Loan funds made, or to be
 made, to Borrower or on Borrowers behalf on a line of credit or multiple
 advance basis under the terms and conditions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Agreement. The word Agreement means this Business Loan Agreement, as this
 Business Loan Agreement may be amended or modified from time to time,
 together with all exhibits and schedules attached to this Business Loan
 Agreement from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Borrower. The word Borrower means NEW WORLD MORTGAGE, INC. and includes all
 co-signers and co-makers signing the Note and all their successors and
 assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Collateral. The word Collateral means all property and assets granted as
 collateral security for a Loan, whether real or personal property, whether
 granted directly or indirectly, whether granted now or in the future, and
 whether granted in the form of a security interest, mortgage, collateral
 mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage,
 collateral chattel mortgage, chattel trust, factors lien, equipment trust,
 conditional sale, trust receipt, lien, charge, lien or title retention
 contract, lease or consignment intended as a security device, or any other
 security or lien interest whatsoever, whether created by law, contract, or
 otherwise.                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Environmental Laws. The words Environmental Laws mean any and
 all state, federal and local statutes, regulations and ordinances relating to
 the protection of human health or the environment, including without
 limitation the Comprehensive Environmental Response, Compensation, and
 Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
 (CERCLA), the Superfund Amendments and Reauthorization Act of 1986, Pub. L.
 No. 99-499 (SARA), the Hazardous Materials Transportation Act, 49 U.S.C.
 Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
 Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the
 California Health and Safety Code, Section 25100, et seq., or other
 applicable state or federal laws, rules, or regulations adopted pursuant
 thereto.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Event of Default. The words Event of Default mean any of the events of default set
 forth in this Agreement in the default section of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | GAAP. The word GAAP means generally accepted accounting principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Grantor. The word Grantor means each and all of the persons or entities
 granting a Security Interest in any Collateral for the Loan, including
 without limitation all Borrowers granting such a Security Interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Guarantor. The word Guarantor means any guarantor, surety, or accommodation
 party of any or all of the Loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Guaranty. The word Guaranty means the guaranty from Guarantor to Lender,
 including without limitation a guaranty of all or part of the Note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Hazardous Substances. The words Hazardous Substances mean
 materials that, because of their quantity, concentration or physical,
 chemical or infectious characteristics, may cause or pose a present or
 potential hazard to human health or the environment when improperly used,
 treated, stored, disposed of, generated, manufactured, transported or
 otherwise handled. The words Hazardous Substances are used in their very
 broadest sense and include without limitation any and all hazardous or toxic
 substances, materials or waste as defined by or listed under the
 Environmental Laws. The term Hazardous Substances also includes, without
 limitation, petroleum and petroleum by-products or any fraction thereof and
 asbestos.                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Indebtedness. The word Indebtedness means the indebtedness evidenced by the Note
 or Related Documents, including all principal and interest together with all
 other indebtedness and costs and expenses for which Borrower is responsible
 under this Agreement or under any of the Related Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Lender. The word Lender means CommerceWest Bank, its successors and
 assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Loan. The word Loan means any and all loans and financial accommodations
 from Lender to Borrower whether now or hereafter existing, and however
 evidenced, including without limitation those loans and financial
 accommodations described herein or described on any exhibit or schedule
 attached to this Agreement from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Note.
 The word Note means the Note executed by NEW WORLD MORTGAGE, INC. in the
 principal amount of $211,424.00 dated October 10, 2006, together with all
 renewals of, extensions of, modifications of, refinancings of, consolidations
 of, and substitutions for                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

|                        |             |       
|----------------------- | ----------- | ------
|BUSINESS LOAN AGREEMENT
|Loan No: 20000606       | (Continued) | Page 7
|                       

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the
 note or credit agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Permitted Liens.The words Permitted Liens mean (1) liens and security interests
 securing Indebtedness owed by Borrower to Lender; (2) liens for taxes,
 assessments, or similar charges either not yet due or being contested in good
 faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or
 other like liens arising in the ordinary course of business and securing
 obligations which are not yet delinquent; (4) purchase money liens or
 purchase money security interests upon or in any property acquired or held by
 Borrower in the ordinary course of business to secure indebtedness
 outstanding on the date of this Agreement or permitted to be incurred under
 the paragraph of this Agreement titled Indebtedness and Liens; (5) liens
 and security interests which, as of the date of this Agreement, have been
 disclosed to and approved by the Lender in writing; and (6) those liens and
 security interests which in the aggregate constitute an immaterial and
 insignificant monetary amount with respect to the net value of Borrowers
 assets.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Related Documents.The words Related Documents mean all
 promissory notes, credit agreements, loan agreements, environmental
 agreements, guaranties, security agreements, mortgages, deeds of trust,
 security deeds, collateral mortgages, and all other instruments, agreements
 and documents, whether now or hereafter existing, executed in connection with
 the Loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Security Agreement.The words Security Agreement mean and
 include without limitation any agreements, promises, covenants, arrangements,
 understandings or other agreements, whether created by law, contract, or
 otherwise, evidencing, governing, representing, or creating a Security
 Interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Security Interest.The words Security Interest mean, without
 limitation, any and all types of collateral security, present and future,
 whether in the form of a lien, charge, encumbrance, mortgage, deed of trust,
 security deed, assignment, pledge, crop pledge, chattel mortgage, collateral
 chattel mortgage, chattel trust, factors lien, equipment trust, conditional
 sale, trust receipt, lien or title retention contract, lease or consignment
 intended as a security device, or any other security or lien interest
 whatsoever whether created by law, contract, or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN
AGREEMENT IS DATED OCTOBER 10, 2006.

BORROWER:

|                         |                                                                 | 
|------------------------ | --------------------------------------------------------------- | 
|NEW WORLD MORTGAGE, INC.
|                         |                                                                 | 
|By:                      | -s- Melissa Waylett Leonard                                     | 
|                         | MELISSA WAYLETT LEONARD, Secretary of NEW  WORLD MORTGAGE, INC. | 

LENDER:

|                  |                   | 
|----------------- | ----------------- | 
|COMMERCEWEST BANK
|                  |                   | 
|By:               | -s- Alyson Drago  | 
|                  | Authorized Signer | 

|                                                                                                                                                                
|----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                
|                                                                                                                                                                
|LASER PRO Lending, Ver. 5.32, 10.003 Copr. Harland Financial Solutions, Inc. 1997, 2006. All Rights
 Reserved. - CA F:\APPS\LASERPRO\CFI\LPL\C40.FC TR-1078 PR-4

---

COMMERCIAL SECURITY AGREEMENT

|                                                                                                                                                                                                                               |                     |                       |                   |                  |                   |              |                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------- | --------------------- | ----------------- | ---------------- | ----------------- | ------------ | --------------------
|                                                                                                                                                                                                                              
|Principal
$211,424.00                                                                                                                                                                                                          | Loan Date10-10-2006 | Maturity 
 10-10-2013 | Loan No 
20000606 | Call / Coll
 144 | Account 
 N000157 | Officer 
 AD | Initials (SIGNATURE)
|                                                                                                                                                                                                                              
|References in the shaded area are for Lender s use only and do not limit the applicability of this document to any particular loan or
item.Any item above containing  ***  has been omitted due to text length limitations.
|                                                                                                                                                                                                                              

|          |                                                        |  |         |                              
|--------- | ------------------------------------------------------ |  | ------- | -----------------------------
|Borrower: | NEW WORLD
 MORTGAGE. INC.                              |  | Lender: | CommerceWest
 Bank           
|          | 41655
 DATE STREET                                     |  |         | Inland Empire Business Center
|          | MURRIETA,
 CA 92562                                    |  |         | 1611 Pomona Road             
|          |                                                        |  |         | Corona, CA 92880             
|          |                                                        |  |         | (951) 582-9405               
|          |                                                        |  |         |                              
|Grantor:  | KEVIN LEONARD37765 AVENIDA LA CRESTAMURRIETA, CA 92562 |  |         |                              
|          |                                                        |  |         |                              
|         

THIS COMMERCIAL SECURITY AGREEMENT dated October 10, 2006, is
made and executed among KEVIN LEONARD (Grantor); NEW WORLD MORTGAGE, INC.
(Borrower); and CommerceWest Bank (Lender).

GRANT OF SECURITY INTEREST. For valuable consideration,
Grantor grants to Lender a security interest in the Collateral to secure the
Indebtedness and agrees that Lender shall have the rights stated in this
Agreement with respect to the Collateral, in addition to all other rights which
Lender may have by law.

COLLATERAL DESCRIPTION.The word Collateral as used in this
Agreement means the following described property in which Grantor is giving to
Lender a security interest for the payment of the Indebtedness and performance
of all other obligations under the Note and this Agreement:

2004
ROLLS ROYCE PHANTOM (VIN SCA 1S68424UX07261)

In addition, the word
Collateral also includes all the following;

| |                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A)
 All accessions, attachments, accessories, replacements of and additions to
 any of the collateral described herein, whether added now or later.                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                         
| | (B)
 All products and produce of any of the property described in this Collateral
 section.                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                         
| | (C)
 All accounts, general intangibles, instruments, rents, monies, payments, and
 all other rights, arising out of a sale, lease, consignment or other disposition
 of any of the property described in this Collateral section.                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                         
| | (D)
 All proceeds (including insurance proceeds) from the sale, destruction, loss,
 or other disposition of any of the property described in this Collateral
 section, and sums due from a third party who has damaged or destroyed the
 Collateral or from that partys insurer, whether due to judgment, settlement
 or other process.                                                
| |                                                                                                                                                                                                                                                                                                                                                                                         
| | (E)
 All records and data relating to any of the property described in this
 Collateral section, whether in the form of a writing, photograph, microfilm,
 microfiche, or electronic media, together with all of Grantors right, title,
 and interest in and to all computer software required to utilize, create,
 maintain, and process any such records or data on electronic media.

BORROWERS WAIVERS AND RESPONSIBILITIES.Except as otherwise required under this
Agreement or by applicable law, (A) Borrower agrees that Lender need not tell
Borrower about any action or inaction Lender takes in connection with this
Agreement; (B) Borrower assumes the responsibility for being and keeping
informed about the Collateral; and (C) Borrower waives any defenses that may
arise because of any action or inaction of Lender, including without limitation
any failure of Lender to realize upon the Collateral or any delay by Lender in
realizing upon the Collateral; and Borrower agrees to remain liable under the
Note no matter what action Lender takes or fails to take under this Agreement.

GRANTORS REPRESENTATIONS AND WARRANTIES.Grantor warrants that: (A) this Agreement is
executed at Borrowers request and not at the request of Lender; (B) Grantor
has the full right, power and authority to enter into this Agreement and to
pledge the Collateral to Lender; (C) Grantor has established adequate means of
obtaining from Borrower on a continuing basis information about Borrowers
financial condition; and (D) Lender has made no representation to Grantor about
Borrower or Borrowers creditworthiness.

GRANTORS WAIVERS.Except as prohibited by applicable law, Grantor waives any right to
require Lender to (A) make any presentment, protest, demand, or notice of any
kind, including notice of change of any terms of repayment of the Indebtedness,
default by Borrower or any other guarantor or surety, any action or nonaction
taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the
creation of new or additional Indebtedness; (B) proceed against any person,
including Borrower, before proceeding against Grantor; (C) proceed against any
collateral for the Indebtedness, including Borrowers collateral, before
proceeding against Grantor; (D) apply any payments or proceeds received against
the Indebtedness in any order; (E) give notice of the terms, time, and place of
any sale of any collateral pursuant to the Uniform Commercial Code or any other
law governing such sale; (F) disclose any information about the Indebtedness,
the Borrower, any collateral, or any other guarantor or surety, or about any
action or nonaction of Lender; or (G) pursue any remedy or course of action in
Lenders power whatsoever.

Grantor
also waives any and all rights or defenses arising by reason of (A) any
disability or other defense of Borrower, any other guarantor or surety or any
other person; (B) the cessation from any cause whatsoever, other than payment
in full, of the Indebtedness; (C) the application of proceeds of the
Indebtedness by Borrower for purposes other than the purposes understood and
intended by Grantor and Lender; (D) any act of omission or commission by Lender
which directly or indirectly results in or contributes to the discharge of
Borrower or any other guarantor or surety, or the Indebtedness, or the loss or
release of any collateral by operation of law or otherwise; (E) any statute of
limitations in any action under this Agreement or on the Indebtedness; or (F)
any modification or change in terms of the Indebtedness, whatsoever, including
without limitation, the renewal, extension, acceleration, or other change in
the time payment of the Indebtedness is due and any change in the interest
rate.

Grantor
waives all rights and defenses arising out of an election of remedies by Lender
even though that election of remedies, such as a non-judicial foreclosure with
respect to security for a guaranteed obligation, has destroyed Grantors rights
of subrogation and reimbursement against Borrower by operation of Section 580d
of the California Code of Civil Procedure or otherwise.

Grantor waives all rights
and defenses that Grantor may have because Borrowers obligation is secured by
real property. This means among other things: (1) Lender may collect from
Grantor without first foreclosing on any real property collateral pledged by
Borrower; and (2) If Lender

---

|                   |                                             |       
|------------------ | ------------------------------------------- | ------
|Loan No:
 20000606 | COMMERCIAL
 SECURITY AGREEMENT
 (Continued) | Page 2
|                   |                                             |       

forecloses on any real property collateral pledged by the
Borrower: (A) The amount of the Borrowers obligation may be reduced only by
the price for which the
collateral is sold at the foreclosure sale, even if the collateral is worth
more than the sale price; (B) The Lender may collect from the Grantor even if
the Lender, by foreclosing on the real property collateral, has destroyed any
right the Grantor may have to collect from the
borrower. This is an unconditional and irrevocable waiver of any rights and
defenses the Grantor may have because the Borrowers obligation is
secured by real property. These rights and defenses include, but are not
limited to, any rights and defenses based upon Sections 580a, 580b, 580d, or 726 of the Code of Civil Procedure.

Grantor understands and agrees that the foregoing waivers
are unconditional and irrevocable waivers of substantive rights and defenses to
which
Grantor might otherwise be entitled under state and federal law. The rights and
defenses waived include, without limitation, those provided by California
laws of suretyship and guaranty, anti-deficiency laws, and the Uniform
Commercial Code. Grantor further understands and agrees that this Agreement is a separate and
independent contract between Grantor and Lender, given for full and ample
consideration, and is enforceable
on its own terms. Grantor acknowledges that Grantor has provided these waivers
of rights and defenses with the intention that they be fully relied upon by Lender. Until all Indebtedness is paid in
full, Grantor waives any right to enforce any remedy Grantor may have against Borrower or any other guarantor, surety,
or other person, and further, Grantor waives any right to participate in any
collateral for the Indebtedness now
or hereafter held by Lender.

GRANTORS REPRESENTATIONS AND
WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the
Collateral, Grantor represents and promises to Lender that:

Perfection of Security Interest. Grantor agrees to take
whatever actions are requested by Lender to perfect and continue Lenders
security interest in the Collateral. Upon request of Lender, Grantor will
deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Grantor will note Lenders
interest upon any and all chattel paper and instruments if not delivered to
Lender for possession by Lender.

Notices to Lender. Grantor will promptly
notify Lender in writing at Lenders address shown above (or such other
addresses as Lender may designate from time to time) prior to any (1) change in
Grantors name; (2) change in Grantors assumed business name(s); (3) change in
the authorized signer(s); (4) change in Grantors principal office address; (5)
change in Grantors principal residence; (6) conversion of Grantor to a new or
different type of business entity; or (7) change in any other aspect of Grantor
that directly or indirectly relates to any agreements between Grantor and Lender. No
change in Grantors name or principal residence will take effect until after
Lender has received
notice.

No Violation. The execution and
delivery of this Agreement will not violate any law or agreement governing
Grantor or to which Grantor is a party.

Enforceabillty of Collateral. To the extent the
Collateral consists of accounts, chattel paper, or general intangibles, as
defined by the Uniform Commercial Code, the Collateral is enforceable in accordance
with its terms, is genuine, and fully complies with all applicable laws and regulations
concerning form, content and manner of preparation and execution, and all
persons appearing to be obligated on the Collateral have authority and capacity to contract and are in fact
obligated as they appear to be on the Collateral. There shall be no setoffs or counterclaims against any of the Collateral,
and no agreement shall have been made under which any deductions or discounts
may be claimed concerning the Collateral except those disclosed to Lender in
writing.

Location of the Collateral. Except for vehicles, and except otherwise in
the ordinary course of Grantors business, Grantor agrees to keep the Collateral at Grantors address shown above or
at such other locations as are acceptable to Lender. If the Collateral is a
vehicle, Grantor will keep the
Collateral at those addresses except for routine travel. Upon Lenders request,
Grantor will deliver to Lender in form satisfactory to Lender a schedule of
real properties and Collateral locations relating to Grantors operations, including
without limitation the following: (1)
all real property Grantor owns or is purchasing; (2) all real property Grantor
is renting or leasing; (3) all storage facilities Grantor owns, rents,
leases, or uses; and (4) all other properties where Collateral is or may be
located.

Removal of the Collateral. Except in the ordinary course of Grantors
business, Grantor shall not remove the Collateral from its existing location
without Lenders prior written consent. To the extent that the Collateral
consists of vehicles, or other titled property, Grantor shall not take or
permit any action which would require application for certificates of title for
the vehicles outside the State of California, without Lenders prior written
consent. Grantor shall, whenever requested, advise Lender of the exact location
of the Collateral.

Transactions Involving Collateral. Except for inventory
sold or accounts collected in the ordinary course of Grantors business, or as otherwise provided for in
this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or
dispose of the Collateral. Grantor shall not pledge, mortgage, encumber or
otherwise permit the Collateral to be subject to any lien, security interest,
encumbrance, or charge, other
than the security interest provided for in this Agreement, without the prior
written consent of Lender. This includes security interests even if junior in
right to the security interests granted under this Agreement. Unless waived by
Lender, all proceeds from any disposition of
the Collateral (for whatever reason) shall be held in trust for Lender and
shall not be commingled with any other funds; provided however, this
requirement shall not constitute consent by Lender to any sale or other
disposition. Upon receipt, Grantor shall immediately
deliver any such proceeds to Lender.

Title. Grantor represents and
warrants to Lender that Grantor holds good and marketable title to the
Collateral, free and clear of all liens and encumbrances except for the lien of this
Agreement. No financing statement covering any of the Collateral is on file in
any public office
other than those which reflect the security interest created by this Agreement
or to which Lender has specifically consented. Grantor shall defend Lenders rights in the
Collateral against the claims and demands of all other persons.

Repairs and Maintenance. Grantor agrees to keep and maintain, and to
cause others to keep and maintain, the Collateral in good order, repair and condition at all times while this
Agreement remains in effect. Grantor further agrees to pay when due all claims
for work done on, or services rendered or material furnished in connection with
the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral.

Inspection of Collateral. Lender and Lenders
designated representatives and agents shall have the right at all reasonable
times to examine and inspect the Collateral wherever located.

Taxes, Assessments and Liens. Grantor will pay when
due all taxes, assessments and liens upon the Collateral, its use or operation,
upon this
Agreement, upon any promissory note or notes evidencing the Indebtedness, or
upon any of the other Related Documents. Grantor may withhold any such payment or may elect to
contest any lien if Grantor is in good faith conducting an appropriate
proceeding to contest the obligation to pay and so long as Lenders interest in the Collateral
is not jeopardized in Lenders sole opinion. If the Collateral is subjected to a lien which
is not discharged within fifteen (15) days, Grantor shall deposit with Lender
cash, a sufficient corporate surety bond or other security satisfactory to Lender in an
amount adequate to provide for the discharge of the lien plus any interest,
costs, attorneys
fees or other charges that could accrue as a result of foreclosure or sale of
the Collateral. In any contest Grantor shall defend itself and Lender and
shall satisfy any final adverse judgment before enforcement against the
Collateral. Grantor shall name Lender as an additional obligee under any surety bond furnished
in the contest proceedings. Grantor further agrees to furnish Lender with
evidence that such
taxes, assessments, and governmental and other charges have been paid in full
and in a timely manner. Grantor may withhold any

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|------------------ | ------------------------------------------- | ------
|Loan No:
 20000606 | COMMERCIAL
 SECURITY AGREEMENT
 (Continued) | Page 3
|                   |                                             |       

such
payment or may elect to contest any lien if Grantor is in good faith conducting
an appropriate proceeding to contest the obligation to pay and so long as Lenders interest in the Collateral is not
jeopardized.

Compliance with Governmental
Requirements. Grantor shall comply promptly with all laws, ordinances,
rules and regulations of all governmental
authorities, now or hereafter in effect, applicable to the ownership,
production, disposition, or use of the Collateral, including all laws or regulations relating to the undue
erosion of highly-erodible land or relating to the conversion of wetlands for
the production of an agricultural
product or commodity. Grantor may contest in good faith any such law, ordinance
or regulation and withhold compliance during
any proceeding, including appropriate appeals, so long as Lenders interest in
the Collateral, in Lenders opinion, is not jeopardized.

Hazardous Substances. Grantor represents and
warrants that the Collateral never has been, and never will be so long as this
Agreement remains a lien on the Collateral, used in violation of any
Environmental Laws or for the generation, manufacture, storage, transportation,
treatment, disposal, release or threatened release of any Hazardous Substance.
The representations and warranties contained herein are based on Grantors due diligence in
investigating the Collateral for Hazardous Substances. Grantor hereby (1)
releases and waives any future claims
against Lender for indemnity or contribution in the event Grantor becomes
liable for cleanup or other costs under any Environmental Laws, and (2) agrees to indemnify, defend, and hold
harmless Lender against any and all claims and losses resulting from a breach of this provision of this Agreement. This
obligation to indemnify and defend shall survive the payment of the
Indebtedness and the satisfaction of this Agreement.

Maintenance of Casualty Insurance. Grantor shall procure and
maintain all risks insurance, including without limitation fire, theft and liability coverage
together with such other insurance as Lender may require with respect to the
Collateral, in form, amounts, coverages and basis reasonably acceptable to Lender and issued by
a company or companies reasonably acceptable to Lender. Grantor, upon request
of Lender, will deliver to Lender
from time to time the policies or certificates of insurance in form satisfactory
to Lender, including stipulations that
coverages will not be cancelled or diminished without at least sixty (60) days
prior written notice to Lender and not including any disclaimer of the insurers liability for failure
to give such a notice. Each insurance policy also shall include an endorsement
providing that coverage in favor of Lender will not be impaired in any
way by any act, omission or default of Grantor or any other person. In
connection with all policies covering assets
in which Lender holds or is offered a security interest, Grantor will provide
Lender with such loss payable or other endorsements as Lender may require. If
Grantor at any time fails to obtain or maintain any insurance as required under
this Agreement, Lender may (but shall
not be obligated to) obtain such insurance as Lender deems appropriate,
including if Lender so chooses single interest insurance, which will
cover only Lenders interest in the Collateral.

Application of Insurance Proceeds. Grantor shall promptly
notify Lender of any loss or damage to the Collateral if the estimated cost of repair or replacement exceeds $10,000.00,
whether or not such casualty or loss is covered by insurance. Lender may make
proof of loss if Grantor fails to do so
within fifteen (15) days of the casualty. All proceeds of any insurance on the
Collateral, including accrued proceeds thereon,
shall be held by Lender as part of the Collateral. If Lender consents to repair
or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay or
reimburse Grantor from the proceeds for the reasonable cost of repair or
restoration. If Lender does not consent to repair or replacement of the
Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the Indebtedness, and
shall pay the balance to Grantor. Any proceeds which have not been disbursed
within six (6) months after their receipt and which Grantor has not
committed to the repair or restoration of the Collateral shall be used to prepay
the Indebtedness.

Insurance Reserves. Lender may require
Grantor to maintain with Lender reserves for payment of insurance premiums,
which reserves shall be created by monthly payments from Grantor of a sum estimated by Lender
to be sufficient to produce, at least fifteen (15) days before the premium due date,
amounts at least equal to the insurance premiums to be paid. If fifteen (15)
days before payment is due, the reserve funds are insufficient, Grantor shall upon demand pay any deficiency to
Lender. The reserve funds shall be held by Lender as a general deposit and shall constitute a
non-interest-bearing account which Lender may satisfy by payment of the
insurance premiums required to be paid
by Grantor as they become due. Lender does not hold the reserve funds in trust
for Grantor, and Lender is not the agent of Grantor for payment of the insurance premiums required to
be paid by Grantor. The responsibility for the payment of premiums shall remain
Grantors sole responsibility.

Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender reports on
each existing policy of insurance showing such information as Lender may reasonably request including the following: (1)
the name of the insurer; (2) the risks insured; (3) the amount of the policy;
(4) the property insured; (5) the then current value on the basis of which
insurance has been obtained and the manner of determining
that value; and (6) the expiration date of the policy. In addition, Grantor
shall upon request by Lender (however not more often than annually) have
an independent appraiser satisfactory to Lender determine, as applicable, the
cash value or replacement cost of the
Collateral.

Financing Statements. Grantor authorizes Lender to file a UCC
financing statement, or alternatively, a copy of this Agreement to perfect Lenders security interest. At Lenders request,
Grantor additionally agrees to sign all other documents that are necessary to
perfect, protect, and continue Lenders security interest in the
Property. Grantor will pay all filing fees, title transfer fees, and other fees
and costs involved unless prohibited by law
or unless Lender is required by law to pay such fees and costs. Grantor
irrevocably appoints Lender to execute documents necessary to transfer
title if there is a default. Lender may file a copy of this Agreement as a
financing statement. If Grantor changes
Grantors name or address, or the name or address of any person granting a
security interest under this Agreement changes, Grantor will promptly
notify the Lender of such change.

GRANTORS RIGHT TO POSSESSION. Until default, Grantor
may have possession of the tangible personal property and beneficial use of all
the Collateral and may use it in
any lawful manner not inconsistent with this Agreement or the Related
Documents, provided that Grantors right to possession
and beneficial use shall not apply to any Collateral where possession of the
Collateral by Lender is required by law to perfect Lenders security interest in such Collateral. If
Lender at any time has possession of any Collateral, whether before or after an
Event of Default, Lender shall be deemed to have exercised reasonable care in
the custody and preservation of the Collateral if Lender takes such action for
that purpose as Grantor shall request or as Lender, in Lenders sole
discretion, shall deem appropriate under the circumstances, but failure to
honor any request by Grantor shall not of itself be deemed to be a failure to
exercise reasonable care. Lender shall not be required to take any steps necessary
to preserve any rights in the Collateral against prior parties, nor to protect,
preserve or maintain any security interest given to secure the Indebtedness.

LENDERS
EXPENDITURES. If any action or proceeding is commenced that
would materially affect Lenders interest in the Collateral or if Grantor fails to comply with any provision of this
Agreement or any Related Documents, including but not limited to Grantors
failure to discharge or pay when due
any amounts Grantor is required to discharge or pay under this Agreement or any
Related Documents, Lender on Grantors behalf may (but shall not be
obligated to) take any action that Lender deems appropriate, including but not
limited to discharging or paying all taxes,
liens, security interests, encumbrances and other claims, at any time levied or
placed on the Collateral and paying all costs for insuring, maintaining and
preserving the Collateral. All such expenditures incurred or paid by Lender for
such purposes will then bear interest at the rate charged under the Note from
the date incurred or paid by Lender to the date of repayment by Grantor. All
such expenses will become a part of the Indebtedness and, at Lenders
option, will (A) be payable on demand; (B) be added to the balance of the Note
and be apportioned among and be payable with any installment payments to become
due during either (1) the term of any applicable insurance policy; or (2) the

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|----------------------------- | ----------- | ------
|COMMERCIAL SECURITY AGREEMENT
|Loan No: 20000606             | (Continued) | Page 4
|                             
|                             

|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|remaining term of the Note; or (C) be treated as a
 balloon payment which will be due and payable at the Notes maturity. The
 Agreement also will secure payment of these amounts. Such right shall be in
 addition to all other rights and remedies to which Lender may be entitled
 upon Default.                            
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|DEFAULT. Each of the following
shall constitute an Event of Default under this Agreement:                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Payment Default. Borrower
fails to make any payment when due under the Indebtedness.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Other Defaults. Borrower or Grantor fails to comply with or to perform any other
 term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or
 to comply with or to perform any term, obligation, covenant or condition
 contained in any other agreement
 between Lender and Borrower or Grantor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Default in Favor of Third Parties. Should Borrower or any
 Grantor default under any loan, extension of credit, security agreement,
 purchase or
 sales agreement, or any other agreement, in favor of any other creditor or
 person that may materially affect any of Grantors property or Borrowers or any
 Grantors ability to repay the Indebtedness or perform their respective
 obligations under this Agreement or any of the Related Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | False Statements. Any warranty,
 representation or statement made or furnished to Lender by Borrower or
 Grantor or on Borrowers or Grantors behalf under this Agreement or the
 Related Documents is false or misleading in any material respect, either now
 or at the time made or furnished or becomes false or misleading at any time
 thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Defective Collateralization. This Agreement or any
 of the Related Documents ceases to be in full force and effect (including
 failure of any collateral document to create a valid and perfected security interest
 or lien) at any time and for any reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Death or Insolvency. The death of Borrower
 or Grantor or the dissolution or termination of Borrowers or Grantors
 existence as a going business, the insolvency of Borrower or Grantor, the appointment of a
 receiver for any part of Borrowers or Grantors property, any assignment for the
 benefit of creditors, any type of creditor workout, or the commencement of
 any proceeding under any bankruptcy or insolvency laws by or against Borrower or
 Grantor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Creditor or Forfeiture Proceedings. Commencement of
 foreclosure or forfeiture proceedings, whether by judicial proceeding,
 self-help, repossession
 or any other method, by any creditor of Borrower or Grantor or by any
 governmental agency against any collateral securing the Indebtedness. This
 includes a garnishment of any of Borrowers or Grantors accounts, including
 deposit accounts, with Lender. However, this Event of Default shall not apply if there
 is a good faith dispute by Borrower or Grantor as to the validity or
 reasonableness of the claim
 which is the basis of the creditor or forfeiture proceeding and if Borrower
 or Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
 monies or a surety bond for the creditor or forfeiture proceeding, in an
 amount determined by Lender, in its sole discretion, as being an adequate reserve
 or bond for the dispute.                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Events Affecting Guarantor. Any of the preceding
 events occurs with respect to any Guarantor of any of the Indebtedness or
 Guarantor dies
 or becomes incompetent or revokes or disputes the validity of, or liability
 under, any Guaranty of the Indebtedness.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Adverse Change. A material adverse
 change occurs in Borrowers or Grantors financial condition, or Lender
 believes the prospect of payment or performance of the Indebtedness is impaired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Cure Provisions. If any default, other
 than a default in payment is curable and if Grantor has not been given a
 notice of a breach of the same provision of this Agreement within the preceding
 twelve (12) months, it may be cured if Grantor, after receiving written notice
 from Lender
 demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if
 the cure requires more than fifteen (15) days, immediately initiates steps which Lender
 deems in Lenders sole discretion to be sufficient to cure the default and
 thereafter continues
 and completes all reasonable and necessary steps sufficient to produce
 compliance as soon as reasonably practical.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default
 occurs under this Agreement, at any time thereafter, Lender shall have all
 the rights
 of a secured party under the California Uniform Commercial Code. In addition
 and without limitation, Lender may exercise any one or more of the following
 rights and remedies:
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Accelerate Indebtedness. Lender may declare the
 entire Indebtedness, including any prepayment penalty which Borrower would be
 required to pay, immediately due and payable, without notice of any kind to
 Borrower or Grantor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Assemble Collateral. Lender may require
 Grantor to deliver to Lender all or any portion of the Collateral and any and
 all certificates of title and other documents relating to the Collateral.
 Lender may require Grantor to assemble the Collateral and make it available
 to Lender at a place to be designated by Lender. Lender also shall have full power to
 enter upon the property of Grantor to take possession of and remove the Collateral.
 If the Collateral contains other goods not covered by this Agreement at the
 time of repossession, Grantor agrees Lender may take such other goods, provided that
 Lender makes reasonable efforts to return them to Grantor after repossession.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Sell the Collateral. Lender shall have full
 power to sell, lease, transfer, or otherwise deal with the Collateral or
 proceeds thereof in Lenders own name or that of Grantor. Lender may sell the
 Collateral at public auction or private sale. Unless the Collateral threatens
 to decline speedily
 in value or is of a type customarily sold on a recognized market. Lender will
 give Grantor, and other persons as required by law, reasonable notice of
 the time and place of any public sale, or the time after which any private
 sale or any other disposition of the Collateral is to be made. However, no
 notice need be provided to any person who, after Event of Default occurs,
 enters into and authenticates an agreement waiving that persons right to
 notification of sale. The requirements of reasonable notice shall be met if
 such notice is given at least ten (10) days before the time of the sale or
 disposition. All expenses relating to the disposition of the Collateral,
 including without limitation the expenses of retaking, holding, insuring, preparing for
 sale and selling the Collateral, shall become a part of the Indebtedness secured by this
 Agreement and shall be payable on demand, with interest at the Note rate from
 date of expenditure until repaid.
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Appoint Receiver. Lender shall have the
 right to have a receiver appointed to take possession of all or any part of
 the Collateral, with the power to protect and preserve the Collateral, to operate
 the Collateral preceding foreclosure or sale, and to collect the Rents from
 the Collateral
 and apply the proceeds, over and above the cost of the receivership, against
 the Indebtedness. The receiver may serve without bond if permitted by law.
 Lenders right to the appointment of a receiver shall exist whether or not
 the apparent value of the Collateral exceeds the Indebtedness by a
 substantial amount. Employment by Lender shall not disqualify a person from
 serving as a receiver.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | Collect Revenues, Apply Accounts. Lender,
either itself or through a receiver, may collect the payments, rents, income,
and revenues from the Collateral. Lender may at any time in Lenders discretion transfer
any Collateral into Lenders own name or that of Lenders nominee and receive the
payments, rents, income, and revenues therefrom and hold the same as security
for the Indebtedness or apply it to payment of the Indebtedness in such order of
preference as Lender may determine. Insofar as the Collateral consists of
accounts, general intangibles, insurance policies, instruments, chattel paper, choses in
action, or similar property, Lender may demand, collect, receipt for, settle, compromise,
adjust, sue for, foreclose, or realize on the Collateral as Lender may
determine, whether or not Indebtedness or Collateral is then due. For these
purposes, Lender may, on behalf of and in the name of Grantor, receive, open
and dispose of mail addressed to Grantor; change any address to which mail and payments
are to be sent; and endorse notes, checks, drafts, money orders, documents of title,
instruments and items pertaining to payment, shipment, or storage of any
Collateral. To facilitate collection, Lender                                                      

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|----------------------------- | ----------- | ------
|COMMERCIAL SECURITY AGREEMENT
|Loan No: 20000606             | (Continued) | Page 5
|                             
|                             

|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                | may notify account debtors and obligors on any
 Collateral to make payments directly to Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                | Obtain Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may
 obtain a judgment against Borrower for any deficiency remaining on the Indebtedness due to Lender after application of all
 amounts received from the exercise of the rights provided in this Agreement. Borrower shall be liable for a
 deficiency even if the transaction described in this subsection is a sale of
 accounts or chattel paper.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                | Other Rights and Remedies. Lender shall have all
 the rights and remedies of a secured creditor under the provisions of the
 Uniform Commercial Code, as may be amended from time to time. In addition,
 Lender shall have and may exercise any or all other rights and remedies it may have
 available at law, in equity, or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                | Election of Remedies. Except as may be
 prohibited by applicable law, all of Lenders rights and remedies, whether
 evidenced by this Agreement, the Related Documents, or by any other writing, shall be
 cumulative and may be exercised singularly or concurrently. Election by
 Lender to pursue any remedy shall not exclude pursuit of any other remedy,
 and an election to make expenditures or to take action to perform an
 obligation of Grantor under this Agreement, after Grantors failure to
 perform, shall not affect Lenders right to declare a default and exercise its
 remedies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|MISCELLANEOUS PROVISIONS. The following
 miscellaneous provisions are a part of this Agreement:
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                | Amendments. This Agreement,
 together with any Related Documents, constitutes the entire understanding and
 agreement of the parties as to the matters set forth in this Agreement. No
 alteration of or amendment to this Agreement shall be effective unless given
 in writing and
 signed by the party or parties sought to be charged or bound by the
 alteration or amendment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                | Arbitration. Borrower and Grantor and
 Lender agree that all disputes, claims and controversies between them whether
 Individual, joint, orclass in nature, arising from
 this Agreement or otherwise, including without limitation contract and tort
 disputes, shall be arbitratedpursuant to the Rules of the
 American Arbitration Association in effect at the time the claim is filed,
 upon request of either party. No act totake or dispose of any Collateral shall constitute a
 waiver of this arbitration agreement or be prohibited by this arbitration
 agreement. This includes, without
 limitation, obtaining injunctive relief or a temporary restraining order;
 invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or
 imposition of a receiver; or exercising any rights relating to personal
 property, including taking or
 disposing of such property with or without judicial process pursuant to
 Article 9 of the Uniform Commercial Code. Any disputes, claims, or
 controversies concerning the lawfulness or reasonableness of any act, or
 exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify
 any agreement relating to the Collateral, shall also be arbitrated, provided
 however that no arbitrator shall have the right or the power to enjoin or restrain
 any act of any party. Borrower and Grantor and Lender agree that in the event
 of an action for judicial foreclosure pursuant to California Code of Civil
 Procedure Section 726, or any similar provision in any other state, the commencement of such an action will
 not constitute a waiver of the right to arbitrate and the court shall refer
 to arbitration as much of such action, including counterclaims, as lawfully
 may be referred to arbitration. Judgment upon any award rendered by any arbitrator may be entered in any court having
 jurisdiction. Nothing in this Agreement shall preclude any party from seeking
 equitable relief from a court of competent jurisdiction. The statute of
 limitations, estoppel, waiver, laches, and similar doctrines which would otherwise
 be applicable in an action brought
 by a party shall be applicable in any arbitration proceeding, and the
 commencement of an arbitration proceeding
 shall be deemed the commencement of an action for these purposes. The Federal
 Arbitration Act shall apply to the construction,
 interpretation, and enforcement of this arbitration provision.
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                | Attorneys Fees; Expenses. Grantor agrees to pay
 upon demand all of Lenders costs and expenses, including Lenders attorneys
 fees and Lenders
 legal expenses, incurred in connection with the enforcement of this
 Agreement. Lender may hire or pay someone else to help enforce this Agreement,
 and Grantor shall pay the costs and expenses of such enforcement. Costs and
 expenses include Lenders attorneys fees and legal expenses whether or not there
 is a lawsuit, including attorneys fees and legal expenses for bankruptcy proceedings (including
 efforts to modify or vacate any automatic stay or injunction), appeals, and
 any anticipated post-judgment collection services. Grantor also shall pay all court costs
 and such additional fees as may be directed by the court.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                | Caption Headings. Caption headings in
 this Agreement are for convenience purposes only and are not to be used to
 interpret or define the provisions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                | Governing Law. This Agreement will be
 governed by federal law applicable to Lender and, to the extent not preempted
 by federal law, the laws of the State of California without regard to its conflicts of law
 provisions. This Agreement has been accepted by Lender in the State of California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                | Choice of Venue. If there is a lawsuit,
 Grantor agrees upon Lenders request to submit to the jurisdiction of the
 courts of Riverside County, State
 of California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                | Joint and Several Liability. All obligations of
 Borrower and Grantor under this Agreement shall be joint and several, and all
 references to Grantor shall mean each and every Grantor, and all references to
 Borrower shall mean each and every Borrower. This means that each Borrower and Grantor
 signing below is responsible for all obligations in this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|                                                                                                | Preference Payments. Any monies Lender pays
 because of an asserted preference claim in Borrowers or Grantors bankruptcy
 will become a
 part of the Indebtedness and, at Lenders option, shall be payable by
 Borrower and Grantor as provided in this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                | No Waiver by Lender. Lender shall not be
 deemed to have waived any rights under this Agreement unless such waiver is
 given in writing and signed by Lender. No delay or omission on the part of Lender in
 exercising any right shall operate as a waiver of such right or any other right. A waiver by
 Lender of a provision of this Agreement shall not prejudice or constitute a
 waiver of Lenders right otherwise to demand strict compliance with that provision or
 any other provision of this Agreement. No prior waiver by Lender, nor any
 course of dealing
 between Lender and Grantor, shall constitute a waiver of any of Lenders
 rights or of any of Grantors obligations as to any future transactions. Whenever
 the consent of Lender is required under this Agreement, the granting of such
 consent by Lender in any instance shall not constitute continuing consent to
 subsequent instances where such consent is required and in all cases such
 consent may be granted or withheld in the sole discretion of Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|                                                                                                | Notices. Any notice required to
 be given under this Agreement shall be given in writing, and shall be
 effective when actually delivered, when actually received by telefacsimile (unless
 otherwise required by law), when deposited with a nationally recognized
 overnight courier, or, if mailed, when deposited in the United States mail,
 as first class, certified or registered mail postage prepaid, directed to the
 addresses shown near the beginning of this Agreement. Any party may change
 its address for notices under this Agreement by giving formal written notice to the other
 parties, specifying that the purpose of the notice is to change the partys
 address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantors
 current address. Unless otherwise provided or required by law, if there is
 more than one Grantor, any notice given by Lender to any Grantor is deemed to
 be notice given to all Grantors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|                                                                                                | Power
 of Attorney. Grantor hereby appoints Lender as Grantors
 irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend, or to continue the
 security interest granted in this Agreement or to demand termination of
 filings of other secured parties.
 Lender may at any time, and without further authorization from Grantor, file
 a carbon, photographic or other reproduction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

|                              |             |       
|----------------------------- | ----------- | ------
|COMMERCIAL SECURITY AGREEMENT
|Loan No: 20000606             | (Continued) | Page 6
|                             

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | of any financing statement or of this Agreement
 for use as a financing statement. Grantor will reimburse Lender for all
 expenses for the perfection and the continuation of the perfection of
 Lenders security interest in the Collateral.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Waiver of Co-Obligors Rights. If more than one person is obligated for the Indebtedness,
Grantor
 irrevocably waives, disclaims and relinquishes all claims against such other
 person which Grantor has or would otherwise have by virtue of payment of the
 Indebtedness or any part thereof, specifically including but not limited to
 all rights of indemnity, contribution or exoneration.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Severability. If a court of competent jurisdiction
 finds any provision of this Agreement to be illegal, invalid, or
 unenforceable as to any circumstance, that finding shall not make the
 offending provision illegal, invalid, or unenforceable as to any other
 circumstance. If feasible, the offending
 provision shall be considered modified so that it becomes legal, valid and
 enforceable. If the offending provision cannot be so modified, it
 shall be considered deleted from this Agreement. Unless otherwise required by
 law, the illegality, invalidity, or unenforceability of any provision of this
 Agreement shall not affect the legality, validity or enforceability of any
 other provision of this Agreement.                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of
 Grantors interest, this Agreement shall be binding upon and inure
 to the benefit of the parties, their successors and assigns. If ownership of
 the Collateral becomes vested in a person other than
 Grantor, Lender, without notice to Grantor, may deal with Grantors
 successors with reference to this Agreement and the Indebtedness by way of
 forbearance or extension without releasing Grantor from the obligations of
 this Agreement or liability under the Indebtedness.                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Survival of Representations and
 Warranties. All representations, warranties, and
 agreements made by Grantor in this Agreement shall survive the
 execution and delivery of this Agreement, shall be continuing in nature, and
 shall remain in full force and effect until such time as Borrowers Indebtedness shall be paid in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Time is of the Essence. Time is of the
 essence in the performance of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Waive Jury. To the extent permitted by applicable law, all
 parties to this Agreement hereby waive the right to any jury trial in any
 action, proceeding, or counterclaim brought by any party against any other
 party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|DEFINITIONS. The following capitalized words and terms shall have the following
 meanings when used in this Agreement. Unless specifically stated to the
 contrary, all references to dollar amounts shall mean amounts in lawful money
 of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall
 include the singular, as the context may require. Words and terms not
 otherwise defined in this Agreement shall have the meanings attributed to
 such terms in the Uniform Commercial Code:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Agreement. The word Agreement means this Commercial Security Agreement, as
 this Commercial Security Agreement may be amended or modified from
 time to time, together with all exhibits and schedules attached to this
 Commercial Security Agreement from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Borrower. The word Borrower means NEW WORLD MORTGAGE, INC. and includes all
 co-signers and co-makers signing the Note and all their successors and
 assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Collateral. The word Collateral means all of
 Grantors right, title and interest in and to all the Collateral as described
 in the Collateral Description section of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Default. The word Default means the Default set forth in this Agreement in
 the section titled Default.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Environmental Laws. The words Environmental Laws mean any and all state, federal and
 local statutes, regulations and ordinances relating to the
 protection of human health or the environment, including without limitation
 the Comprehensive Environmental Response, Compensation, and Liability Act of
 1980, as amended, 42 U.S.C. Section 9601, et seq. (CERCLA), the Superfund
 Amendments and Reauthorization Act of 1986, Pub, L. No. 99-499 (SARA), the
 Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
 Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.,
 Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety
 Code, Section 25100, et seq., or other applicable state or federal laws,
 rules, or regulations adopted pursuant thereto.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Event of Default. The words Event of Default mean any of the events of default set
 forth in this Agreement in the default section of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Grantor. The word Grantor means KEVIN LEONARD.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Guarantor. The word Guarantor means any
 guarantor, surety, or accommodation party of any or all of the Indebtedness.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Guaranty. The word Guaranty means the guaranty
 from Guarantor to Lender, including without limitation a guaranty of all or
 part of the Note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Hazardous Substances. The words
 Hazardous Substances mean materials that, because of their quantity,
 concentration or physical, chemical or
 infectious characteristics, may cause or pose a present or potential hazard
 to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured,
 transported or otherwise handled. The words Hazardous Substances are
 used in their very broadest sense and include without limitation any and all
 hazardous or toxic substances, materials or waste
 as defined by or fisted under the Environmental Laws. The term Hazardous
 Substances also includes, without limitation, petroleum and petroleum
 by-products or any fraction thereof and asbestos.                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Indebtedness. The word Indebtedness means the indebtedness evidenced by the
 Note or Related Documents, including all principal and interest
 together with all other indebtedness and costs and expenses for which
 Borrower is responsible under this Agreement or under any of the Related Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Lender. The word Lender means CommerceWest Bank, its successors and
 assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Note. The word Note means the Note executed by NEW WORLD MORTGAGE, INC.
 in the principal amount of $211,424.00 dated October 10, 2006, together with
 all renewals of, extensions of, modifications of, refinancings of,
 consolidations of, and substitutions for the note or credit
 agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Property. The word Property means all of Grantors right, title and interest
 in and to all the Property as described in the Collateral Description
 section of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Related Documents. The words Related Documents mean all promissory notes, credit
 agreements, loan agreements, environmental agreements, security agreements,
 mortgages, deeds of trust, security deeds, collateral mortgages, and all
 other instruments, agreements and documents, whether now or hereafter
 existing, executed in connection with the Indebtedness.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|BORROWER AND GRANTOR HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF
 THIS COMMERCIAL SECURITY AGREEMENT ANDAGREE TO ITS TERMS. THIS AGREEMENT IS DATED OCTOBER 10, 2006.                                                                                                                                                                                                                                                                                                                                                                                   

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|                              |             |       
|----------------------------- | ----------- | ------
|COMMERCIAL SECURITY AGREEMENT
|Loan No:
 20000606            | (Continued) | Page 7
|                             

|                         |                                                                 | 
|------------------------ | --------------------------------------------------------------- | 
|GRANTOR                  |                                                                
|                         |                                                                 | 
|X                        | -s- Kevin Leonard                                               | 
|                         | KEVIN LEONARD, Individually                                     | 
|                         |                                                                 | 
|Borrower:                |                                                                
|                         |                                                                 | 
|NEW WORLD MORTGAGE, INC. |                                                                
|                         |                                                                 | 
|By:                      | -s- Melissa Waylett Leonard                                     | 
|                         | MELISSA WAYLET LEONARD, Secretary of NEW 
 WORLD MORTGAGE, INC. | 

|                                                                                                                                                           
|-----------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                           
|                                                                                                                                                           
|LASER PRO Lending, Ver, 5,32,10.003 Copr.
Harland Financial Solutions, Inc, 1997, 2008. All Right Reserved. CA F:\APPS\LASERPRO\CFI\LPL\E40.FC TR-1076 PR-4

---

POWER OF ATTORNEY

KEVIN
LEONARD of 37765 AVENIDA LA CRESTA, MURRIETA, CA 92562, the bona fide
registered owner of the following described property: 2004 ROLLS ROYCE PHANTOM
(VIN SCA1S68424UX07261), hereby irrevocably appoints CommerceWest Bank, with an
address of Inland Empire Business Center, 1611 Pomona Road, Corona, CA 92880, or
any officer thereof, as Grantors attorney with full authority to execute
and record any and all instruments, affidavits, certificates of title,
renewals, and other documents necessary to effect registration, transfer of
title, application for title and to evidence CommerceWest Banks security
interest in the above described motor vehicle and to do such other things as
may be proper pertaining to the title or licensing of the motor vehicle, in
Grantors place and stead. This Power of Attorney shall not terminate or
otherwise be affected by Grantors subsequent disability or incapacity.

The
undersigned certifies that the transfer of this vehicle is not in violation of
Article 5, Division 7, of the Vehicle Code relating to the suspension of
registration of motor vehicles involved in accidents.

I
further agree to guarantee and save the State of California, the Registrar of
Motor Vehicles, and the Director of Motor Vehicles from all responsibility
which might accrue from the issuance of California registration or transfer of
such vehicle.

Note: An attorney in fact cannot make an affidavit or certificate of
the truth of facts unknown to him.

Signed this October 10, 2006.

|         |                   | 
|-------- | ----------------- | 
|GRANTOR: |                  
|         |                   | 
|X        | -s- Kevin Leonard | 
|         | KEVIN LEONAND     | 

|                                                                                                                                                           
|-----------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                           
|                                                                                                                                                           
|LASER PRO Lending, Ver, 5,32,10.003 Copr. Harland
Financial Solutions, Inc, 1997, 2008. All Right Reserved. CA
F:\APPS\LASERPRO\CFI\LPL\E5O.FC TR-1078 PR-4

---

COMMERCIAL GUARANTY

|                                                                                                                                                                                                                               |           |          |         |                  |                   |              |                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------- | -------- | ------- | ---------------- | ----------------- | ------------ | --------------------
|                                                                                                                                                                                                                              
|Principal                                                                                                                                                                                                                      | Loan Date | Maturity | Loan No | Call / Coll
 144 | Account 
 L000164 | Officer 
 AD | Initials (SIGNATURE)
|                                                                                                                                                                                                                              
|References in the shaded area
are for Lenders use only and do not limit the applicability of this document
to any particular loan or item. Any item above containing * * * has been
omitted due to text length limitations.
|                                                                                                                                                                                                                              

|           |                          |         |                              
|---------- | ------------------------ | ------- | -----------------------------
|Borrower:  | NEW WORLD MORTGAGE, INC. | Lender: | CommerceWest Bank            
|           | 41655 DATE STREET        |         | Inland Empire Business Center
|           | MURRIETA, CA 92562       |         | 1611 Pomona Road             
|           |                          |         | Corona, CA 92880             
|           |                          |         | (951) 582-9405               
|           |                          |         |                              
|Guarantor: | FRANCIS LEONARD          |         |                              
|           | 33023 ROMERO             |         |                              
|           | DRIVE TEMECULA, CA 92592 |         |                              
|          

CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration,
Guarantor absolutely and unconditionally guarantees full and punctual payment
and satisfaction of the Indebtedness of Borrower to Lender, and the performance
and discharge of all Borrowers obligations under the Note and the Related
Documents. This is a guaranty of payment and performance and not of collection,
so Lender can enforce this Guaranty against Guarantor even when Lender has not
exhausted Lenders remedies against anyone else obligated to pay the
Indebtedness or against any collateral securing the Indebtedness, this Guaranty
or any other guaranty of the Indebtedness. Guarantor will make any payments to
Lender or its order, on demand, in legal tender of the United States of
America, in same-day funds, without set-off or deduction or counterclaim, and
will otherwise perform Borrowers obligations under the Note and Related
Documents. Under this Guaranty, Guarantors liability is unlimited and
Guarantors obligations are continuing.

INDEBTEDNESS.
The word Indebtedness as used in this Guaranty means all of the principal
amount outstanding from time to time and at any one or more times, accrued
unpaid interest thereon and all collection costs and legal expenses related
thereto permitted by law, attorneys fees, arising from any and all debts,
liabilities and obligations of every nature or form, now existing or hereafter
arising or acquired, that Borrower individually or collectively or
interchangeably with others, owes or will owe Lender. Indebtedness includes,
without limitation, loans, advances, debts, overdraft indebtedness, credit card
indebtedness, lease obligations, liabilities and obligations under any interest
rate protection apreements or foreign currency exchange agreements or commodity
price protection agreements, other obligations, and liabilities of Borrower,
and any present or future judgments against Borrower, future advances, loans or
transactions that renew, extend, modify, refinance, consolidate or substitute
these debts, liabilities and obligations whether: voluntarily or involuntarily
incurred; due or to become due by their terms or acceleration; absolute or
contingent; liquidated or unliquidated; determined or undetermined; direct or
indirect; primary or secondary in nature or arising from a guaranty or surety;
secured or unsecured; joint or several or joint and several; evidenced by a
negotiable or non-negotiable instrument or writing; originated by Lender or
another or others; barred or unenforceable against Borrower for any reason
whatsoever; for any transactions that may be voidable for any reason (such as
infancy, insanity, ultra vires or otherwise); and originated then reduced or
extinguished and then afterwards increased or reinstated.

If
Lender presently holds one or more guaranties, or hereafter receives additional
guaranties from Guarantor, Lenders rights under all guaranties shall be
cumulative. This Guaranty shall not (unless specifically provided below to the
contrary) affect or invalidate any such other guaranties. Guarantors liability
will be Guarantors aggregate liability under the terms of this Guaranty and
any such other unterminated guaranties.

CONTINUING GUARANTY. THIS IS A CONTINUING GUARANTY UNDER WHICH GUARANTOR AGREES TO
GUARANTEE
THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS
OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN
OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS
WILL NOT DISCHARGE OR DIMINISH GUARANTORS OBLIGATIONS AND LIABILITY UNDER THIS
GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF
THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME.

DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the
necessity of any acceptance by Lender, or any notice to Guarantor or to
Borrower, and will continue in full force until all the Indebtedness incurred
or contracted before receipt by Lender of any notice of revocation shall have
been fully and finally paid and satisfied and all of Guarantors other
obligations under this Guaranty shall have been performed in full. If Guarantor
elects to revoke this Guaranty, Guarantor may only do so in writing.
Guarantors written notice of revocation must be mailed to Lender, by certified
mail, at Lenders address listed above or such other place as Lender may
designate in writing. Written revocation of this Guaranty will apply only to
advances or new Indebtedness created after actual receipt by Lender of
Guarantors written revocation. For this purpose and without limitation, the
term new Indebtedness does not include the Indebtedness which at the time of
notice of revocation is contingent, unliquidated, undetermined or not due and
which later becomes absolute, liquidated, determined or due. This Guaranty will
continue to bind Guarantor for all the Indebtedness incurred by Borrower or
committed by Lender prior to receipt of Guarantors written notice of
revocation, including any extensions, renewals, substitutions or modifications
of the Indebtedness. All renewals, extensions, substitutions, and modifications
of the Indebtedness granted after Guarantors revocation, are contemplated
under this Guaranty and, specifically will not be considered to be new
Indebtedness. This Guaranty shall bind Guarantors estate as to the
Indebtedness created both before and after Guarantors death or incapacity,
regardless of Lenders actual notice of Guarantors death. Subject to the
foregoing, Guarantors executor or administrator or other legal representative
may terminate this Guaranty in the same manner in which Guarantor might have
terminated it and with the same effect. Release of any other guarantor or
termination of any other guaranty of the Indebtedness shall not affect the
liability of Guarantor under this Guaranty. A revocation Lender receives from
any one or more Guarantors shall not affect the liability of any remaining
Guarantors under this Guaranty. Guarantors obligations under this Guaranty
shall be in addition to any of Guarantors obligations, or any of them, under
any other guaranties of the Indebtedness or any other person heretofore or
hereafter given to Lender unless such other guaranties are modified or revoked
in writing; and this Guarantor shall not, unless provided in this Guaranty,
affect, invalidate, or supersede any such other guaranty. It is anticipated
that fluctuations may occur in the aggregate amount of the Indebtedness covered
by this Guaranty, and Guarantor specifically acknowledges and agrees that
reductions in the amount of the Indebtedness, even to zero dollars ($0.00),
prior to Guarantors written revocation of this Guaranty shall not constitute a
termination of this Guaranty. This Guaranty is binding upon Guarantor and
Guarantors heirs, successors and assigns so long as any of the Indebtedness
remains unpaid and even though the Indebtedness may from time to time be zero
dollars ($0.00).

OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this Guaranty hereby expressly
agrees
that recourse under this Guaranty may be had against both his or her separate
property and community property.

GUARANTORS
AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either
before or after any revocation hereof, without notice or demand and without
lessening Guarantors liability under this Guaranty, from time to time: (A)
prior to revocation as set forth above, to make one or more additional secured
or unsecured loans to Borrower, to lease equipment or other goods to Borrower,
or otherwise to extend additional credit to Borrower; (B) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment

---

|                    |             |       
|------------------- | ----------- | ------
|COMMERCIAL GUARANTY
|Loan No:
 20000606  | (Continued) | Page 2
|                   

or other terms of the Indebtedness or any part of the
Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and
may be for longer than the original loan term; (C) to take and hold security
for the payment of this Guaranty or the Indebtedness, and exchange, enforce,
waive, subordinate, fail or decide not to perfect, and release any such
security, with or without the substitution of new collateral; (D) to release,
substitute, agree not to sue, or deal with any one or more of Borrowers
sureties, endorsers, or other guarantors on
any terms or in any manner Lender may choose; (E) to determine how, when and
what application of payments and credits shall be made on the
Indebtedness; (F) to apply such security and direct the order or manner of sale
thereof, including without limitation, any nonjudicial sale permitted by the
terms of the controlling security agreement or deed of trust, as Lender in its
discretion may determine; (G) to sell,
transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in
part.

GUARANTORS REPRESENTATIONS AND
WARRANTIES.Guarantor represents and warrants to Lender that (A) no representations
or agreements of any kind have been made to Guarantor which would limit or
qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrowers
request and not at the request of Lender; (C) Guarantor has full power, right
and authority to enter into this Guaranty; (0) the provisions of this Guaranty
do not conflict with or result in a default under any agreement or other
instrument binding upon Guarantor and
do not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease,
assign, encumber, hypothecate, transfer, or otherwise dispose of all or
substantially all of Guarantors
assets, or any interest therein; (F) upon Lenders request, Guarantor will
provide to Lender financial and credit information in form acceptable to
Lender, and all such financial information which currently has been, and all
future financial information which will be provided to Lender is and will be
true and correct in all material respects and fairly present Guarantors
financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in
Guarantors financial condition since the date of the most recent financial statements provided to Lender and no
event has occurred which may materially adversely affect Guarantors financial
condition; (H) no litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the
creditworthiness of Borrower; and (J) Guarantor has established adequate means
of obtaining from Borrower on a continuing basis information regarding Borrowers
financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or
circumstances which might in any way affect Guarantors risks under this Guaranty,
and Guarantor further agrees that, absent a request for information, Lender
shall have no obligation to disclose to Guarantor any information or documents
acquired by Lender in the course of its relationship with Borrower.

GUARANTORS WAIVERS.Except as prohibited by
applicable law, Guarantor waives any right to require Lender to (A) make any
presentment, protest, demand, or
notice of any kind, including notice of change of any terms of repayment of the
Indebtedness, default by Borrower or any other
guarantor or surety, any action or nonaction taken by Borrower, Lender, or any
other guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (B) proceed
against any person, including Borrower, before proceeding against Guarantor;
(C) proceed against any collateral for the Indebtedness, including Borrowers
collateral, before proceeding against Guarantor; (D) apply any payments or
proceeds received against the
Indebtedness in any order; (E) give notice of the terms, time, and place of any
sale of the collateral pursuant to the Uniform
Commercial Code or any other law governing such sale; (F) disclose any
information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or
about any action or nonaction of Lender; or (G) pursue any remedy or course of
action in Lenders power whatsoever.

Guarantor also waives any and all rights or defenses
arising by reason of (H) any disability or other defense of Borrower, any other
guarantor or surety or any other person; (I) the cessation from any cause whatsoever,
other than payment in full, of the Indebtedness; (J) the application of proceeds of the
Indebtedness by Borrower for purposes other than the purposes understood and
intended by Guarantor and Lender; (K) any act of omission or commission by Lender which directly or indirectly
results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or
release of any collateral by operation of law or otherwise; (L) any statute of
limitations in any action under this
Guaranty or on the Indebtedness; or (M) any modification or change in terms of
the Indebtedness, whatsoever, including without limitation, the renewal,
extension, acceleration, or other change in the time payment of the
Indebtedness is due and any change in the interest
rate, and including any such modification or change in terms after revocation
of this Guaranty on the Indebtedness incurred prior to such revocation.

Guarantor waives all rights and any defenses arising out
of an election of remedies by Lender even though that the election of remedies,
such as a non-judicial foreclosure with respect to security for a guaranteed
obligation, has destroyed Guarantors rights of subrogation and reimbursement against
Borrower by operation of Section 580d of the California Code of Civil Procedure
or otherwise.

Guarantor waives all rights and defenses that Guarantor
may have because Borrowers obligation is secured by real property. This means
among other things: (1) Lender may collect from Guarantor without first
foreclosing on any real or personal property collateral pledged by Borrower. (2) If Lender
forecloses on any real property collateral pledged by Borrower: (a) the amount
of Borrowers obligation may be reduced only by the price for which the collateral is sold
at the foreclosure sale, even if the collateral is worth more than the sale
price. (b) Lender
may collect from Guarantor even if Lender, by foreclosing on the real property
collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an
unconditional and irrevocable waiver of any rights and defenses Guarantor may
have because Borrowers obligation is secured by real property. These rights
and defenses include, but are not limited to, any rights and defenses based
upon Section 580a, 580b, 580d, or 726 of the
Code of Civil Procedure.

Guarantor
understands and agrees that the foregoing waivers are unconditional and
irrevocable waivers of substantive rights and defenses to which Guarantor might otherwise be entitled under
state and federal law. The rights and defenses waived include, without
limitation, those provided by
California laws of suretyship and guaranty, anti-deficiency laws, and the
Uniform Commercial Code, Guarantor acknowledges that Guarantor has
provided these waivers of rights and defenses with the intention that they be
fully relied upon by Lender. Guarantor further understands and agrees that this Guaranty is a separate and independent
contract between Guarantor and Lender, given for full and ample consideration, and is enforceable on its own terms.
Until all of the Indebtedness is paid in full, Guarantor waives any right to
enforce any remedy Guarantor may
have against the Borrower or any other guarantor, surety, or other person, and
further, Guarantor waives any right to participate in any collateral for the
Indebtedness now or hereafter held by Lender.

GUARANTORS UNDERSTANDING WITH
RESPECT TO WAIVERS.Guarantor warrants and agrees that each of the waivers
set forth above is made with
Guarantors full knowledge of its significance and consequences and that, under
the circumstances, the waivers are reasonable and not contrary to public policy
or law. If any such waiver is determined to be contrary to any applicable law
or public policy, such waiver shall be effective
only to the extent permitted by law or public policy.

SUBORDINATION OF BORROWERS DEBTS
TO GUARANTOR.Guarantor agrees that the Indebtedness, whether now
existing or hereafter created, shall be superior to any claim that Guarantor may now have or
hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor
hereby expressly subordinates any claim Guarantor may have against Borrower,
upon any account whatsoever, to any claim that Lender may now or hereafter have
against Borrower. In the event of insolvency and consequent liquidation of the
assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by
voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness. Guarantor does hereby
assign to Lender all claims which it may have or acquire against Borrower or
against any assignee or trustee in

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|                    |             |       
|------------------- | ----------- | ------
|COMMERCIAL GUARANTY
|Loan No:
 20000606  | (Continued) | Page 3
|                   

bankruptcy
of Borrower; provided however, that such assignment shall be effective only for
the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or
credit agreements now or hereafter evidencing any debts or obligations of Borrower
to Guarantor shall be marked with a legend that the same are subject to this
Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is
hereby authorized, in the name of Guarantor, from time to time to file
financing statements and continuation statements and to execute documents and to take such other actions as Lender deems
necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty.

MISCELLANEOUS PROVISIONS.The following
miscellaneous provisions are a part of this Guaranty:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Amendments.This Guaranty,
 together with any Related Documents, constitutes the entire understanding and
 agreement of the parties as to the matters
 set forth in this Guaranty. No alteration of or amendment to this Guaranty
 shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the
 alteration or amendment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Arbitration. Borrower and Guarantor and Lender agree that all
 disputes, claims and controversies between them whether individual, joint,or class in nature, arising
 from this Guaranty or otherwise, including without limitation contract and
 tort disputes, shall be arbitrated pursuant
 to the Rules of the American Arbitration Association in effect at the time
 the claim is filed, upon request of either party. No act to take or dispose
 of any Collateral shall constitute a waiver of this arbitration agreement or
 be prohibited by this arbitration agreement. This includes, without limitation, obtaining
 injunctive relief or a temporary restraining order; invoking apower of sale under any deed of trust
 or mortgage; obtaining a writ of
 attachment or imposition of a receiver; or exercising any rights relating to
 personal property, including taking or disposing of such property with or
 without judicial process pursuant to Article 9 of the Uniform Commercial
 Code. Any disputes, claims, or controversies concerning the lawfulness or
 reasonableness of any act, or exercise of any right, concerning any
 Collateral, including any claim to
 rescind, reform, or otherwise modify any agreement relating to the
 Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to
 enjoin or restrain any act of any party. Borrower and Guarantor and Lender
 agree that in the event of an action for judicial foreclosure pursuant to
 California Code of Civil Procedure Section 728, or any similar provision in
 any other state, the commencement
 of such an action will not constitute a waiver of the right to arbitrate and
 the court shall refer to arbitration as much of such action, including
 counterclaims, as lawfully may be referred to arbitration. Judgment upon any
 award rendered by any arbitrator may be entered
 In any court having jurisdiction. Nothing in this Guaranty shall preclude any
 party from seeking equitable relief from
 a court of competent jurisdiction. The statute of limitations, estoppel,
 waiver, laches, and similar doctrines which would otherwise be applicable
 in an action brought by a party shall be applicable in any arbitration
 proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these
 purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of
 this arbitration provision.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Attorneys Fees; Expenses.Guarantor agrees to pay upon demand all of
 Lenders costs and expenses, including Lenders attorneys fees and Lenders
 legal expenses, incurred in connection with the enforcement of this Guaranty.
 Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay
 the costs and expenses of such enforcement. Costs and expenses include
 Lenders attorneys
 fees and legal expenses whether or not there is a lawsuit, including
 attorneys fees and legal expenses for bankruptcy proceedings (including
 efforts to modify or vacate any automatic stay or injunction), appeals, and
 any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional
 fees as may be directed by the court.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Caption Headings.Caption headings in this Guaranty are for
 convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Governing
 Law. This Guaranty will be governed by federal law applicable to Lender and,
 to the extent not preempted by federal law, the laws of the State of California without regard toIts conflicts
 of law provisions. This Guaranty has been accepted by Lender in the State ofCalifornia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Choice of Venue.If there is a lawsuit, Guarantor agrees upon
 Lenders request to submit to the jurisdiction of the courts of Riverside County, State of
 California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Integration.Guarantor further agrees that Guarantor has read and
 fully understands the terms of this Guaranty; Guarantor has had the
 opportunity to be advised by Guarantors attorney with respect to this
 Guaranty; the Guaranty fully reflects Guarantors intentions and parol
 evidence is not required to interpret the terms of this Guaranty. Guarantor
 hereby indemnifies and holds Lender harmless from all losses, claims, damages, and
 costs (including Lenders attorneys fees) suffered or incurred by Lender as
 a result of any breach by Guarantor of the warranties, representations and agreements of
 this paragraph.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Interpretation.In all cases where
 there is more than one Borrower or Guarantor, then all words used in this
 Guaranty in the singular shall be deemed
 to have been used in the plural where the context and construction so
 require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is
 executed by more than one Guarantor, the words Borrower and Guarantor respectively shall mean all and any
one or more
 of them. The words Guarantor, Borrower, and Lender include the heirs,
 successors, assigns, and transferees
 of each of them. If a court finds that any provision of this Guaranty is not
 valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not
 be valid or enforced. Therefore, a court will enforce the rest of the
 provisions of this Guaranty even if a provision of this Guaranty may be found
 to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations,
 partnerships, limited liability companies, or similar entities, it is not
 necessary for Lender to inquire into
 the powers of Borrower or Guarantor or of the officers, directors, partners,
 managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or
 created in reliance upon the professed exercise of such powers shall be
 guaranteed under this Guaranty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Notices.Any notice required to be given under this Guaranty
 shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered,
 when actually received by telefacsimile (unless otherwise required by law),
 when deposited with a nationally
 recognized overnight courier, or, if mailed, when deposited in the United
 States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown
 near the beginning of this Guaranty. All revocation notices by Guarantor
 shall be in writing and shall be effective upon delivery to Lender as
 provided in the section of this Guaranty entitled DURATION OF GUARANTY. Any
 party may change its address for notices under this Guaranty by giving formal
 written notice to the other parties, specifying that the purpose of the
 notice is to change the partys address. For notice purposes, Guarantor
 agrees to keep Lender informed at all times of Guarantors current address. Unless otherwise provided or required by
 law, if there is more than one Guarantor, any notice given by Lender to any Guarantor
 is deemed to be notice given to all Guarantors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | No Waiver by Lender.Lender shall not be deemed to have waived any
 rights under this Guaranty unless such waiver is given in writing and signed by Lender. No
 delay or omission on the part of Lender in exercising any right shall operate
 as a waiver of such right or any other right. A waiver by Lender of a
 provision of this Guaranty shall not prejudice or constitute a waiver of
 Lenders right otherwise to demand strict compliance with that provision or any
 other provision of this Guaranty. No prior waiver by Lender, nor any course
 of dealing between Lender and
 Guarantor, shall constitute a waiver of any of Lenders rights or of any of
 Guarantors obligations as to any future transactions. Whenever the consent of Lender is required under
 this Guaranty, the granting of such consent by Lender in any instance shall
 not constitute continuing consent to subsequent instances where such
 consent is required and in all cases such consent may be granted or withheld
 in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

---

|                    |             |       
|------------------- | ----------- | ------
|COMMERCIAL GUARANTY
|Loan No:
 20000606  | (Continued) | Page 4
|                   

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the
 sole discretion of Lender.                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Successors and Assigns.Subject to any limitations stated in this
 Guaranty on transfer of Guarantors interest, this Guaranty shall be binding upon and inure
 to the benefit of the parties, their successors and assigns.                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Waive Jury. To the extant permitted by applicable law, Lander and
 Guarantor hereby waive the right to any jury trial in any action,proceeding,
 or counterclaim brought by either Lender or Borrower against the other.                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                     
|DEFINITIONS.The following
 capitalized words and terms shall have the following meanings when used in
 this Guaranty. Unless specifically stated to the contrary, all references to
 dollar amounts shall mean amounts in lawful money of the United States of
 America. Words and terms used in the
 singular shall include the plural, and the plural shall include the singular,
 as the context may require. Words and terms not otherwise defined in this
 Guaranty shall have the meanings attributed to such terms in the Uniform
 Commercial Code:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Borrower.The word Borrower means NEW WORLD MORTGAGE, INC. and
 includes all co-signers and co-makers signing the Note and all their successors and
 assigns.                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Guarantor.The word Guarantor
 means everyone signing this Guaranty, including without limitation FRANCIS
 LEONARD, and in each case, any signers
 successors and assigns.                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Guaranty.The word Guaranty
 means this guaranty from Guarantor to Lender.                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Indebtedness.The word Indebtedness means Borrowers indebtedness
 to Lender as more particularly described in this Guaranty.                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Lender.The word Lender means CommerceWest Bank, its
 successors and assigns.                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Note.The word Note means and includes without
 limitation all of Borrowers promissory notes and/or credit agreements
 evidencing Borrowers loan obligations in favor of Lender, together with all
 renewals of, extensions of, modifications of, refinancings of, consolidations
 of and substitutions for promissory notes or credit agreements.                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Related Documents.The words Related Documents mean all
 promissory notes, credit agreements, loan agreements, environmental
 agreements, guaranties, security agreements, mortgages, deeds of trust,
 security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or
 hereafter existing, executed in connection with the Indebtedness.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                     
|EACH
 UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
 GUARANTY AND AGREES TO ITS TERMS. IN
 ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON
 GUARANTORS EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE
 GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED DURATION OF GUARANTY. NO
 FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED OCTOBER 10,
 2006.                                       

|           |                     | 
|---------- | ------------------- | 
|GUARANTOR: |                    
|           |                    
|X          | -s- Francis Leonard | 
|           | FRANCIS
 LEONARD    | 

|                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                            
|                                                                                                                                                            
|LASER PRO Lending, Ver, 5,32.10.003 Copr. Harland Financial Solutions,
Inc. 1997, 2008. All Rights Reserved. CA F:\APPS\LASERPRO\CFI\LPL\E20.FC TR-1076 PR-4



---

COMMERCIAL GUARANTY

|                                                                                                                                                                                                                               |           |          |         |                  |                   |              |                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------- | -------- | ------- | ---------------- | ----------------- | ------------ | --------------------
|                                                                                                                                                                                                                              
|Principal                                                                                                                                                                                                                      | Loan Date | Maturity | Loan No | Call / Coll
 144 | Account 
 L000161 | Officer 
 AD | Initials (SIGNATURE)
|                                                                                                                                                                                                                              
|References in the shaded
area are for Lenders use only and do not limit the applicability of this document
to any particular loan or item. Any item above containing * * * has been omitted due
to text length limitations.
|                                                                                                                                                                                                                              

|           |                          |         |                              
|---------- | ------------------------ | ------- | -----------------------------
|Borrower:  | NEW WORLD MORTGAGE, INC. | Lender: | CommerceWest Bank            
|           | 41655 DATE STREET        |         | Inland Empire Business Center
|           | MURRIETA, CA 92562       |         | 1611 Pomona Road             
|           |                          |         | Corona, CA 92880             
|           |                          |         | (951) 582-9405               
|           |                          |         |                              
|Guarantor: | MELISSAWAYLETT
 LEONARD  |         |                              
|           | 37765 AVENIDA LA CRESTA  |         |                              
|           | MURRIETA, CA 92562       |         |                              
|          

CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration,
Guarantor absolutely and unconditionally guarantees full and punctual payment
and satisfaction of the Indebtedness of Borrower to Lender, and the performance
and discharge of all Borrowers obligations under the Note and the Related
Documents. This is a guaranty of payment and performance and not of collection,
so Lender can enforce this Guaranty against Guarantor even when Lender has not
exhausted Lenders remedies against anyone else obligated to pay the
Indebtedness or against any collateral securing the Indebtedness, this Guaranty
or any other guaranty of the Indebtedness. Guarantor will make any payments to
Lender or its order, on demand, in legal tender of the United States of
America, in same-day funds, without set-off or deduction or counterclaim, and
will otherwise perform Borrowers obligations under the Note and Related
Documents. Under this Guaranty, Guarantors liability is unlimited and
Guarantors obligations are continuing.

INDEBTEDNESS.
The word Indebtedness as used in this Guaranty means all of the principal
amount outstanding from time to time and at any one or more times, accrued
unpaid interest thereon and all collection costs and legal expenses related
thereto permitted by law, attorneys fees, arising from any and all debts,
liabilities and obligations of every nature or form, now existing or hereafter
arising or acquired, that Borrower individually or collectively or
interchangeably with others, owes or will owe Lender. Indebtedness includes,
without limitation, loans, advances, debts, overdraft indebtedness, credit card
indebtedness, lease obligations, liabilities and obligations under any interest
rate protection apreements or foreign currency exchange agreements or commodity
price protection agreements, other obligations, and liabilities of Borrower,
and any present or future judgments against Borrower, future advances, loans or
transactions that renew, extend, modify, refinance, consolidate or substitute
these debts, liabilities arid obligations whether: voluntarily or involuntarily
incurred; due or to become due by their terms or acceleration; absolute or
contingent; liquidated or unliquidated; determined or undetermined; direct or
indirect; primary or secondary in nature or arising from a guaranty or surety;
secured or unsecured; joint or several or joint and several; evidenced by a
negotiable or non-negotiable instrument or writing; originated by Lender or
another or others; barred or unenforceable against Borrower for any reason
whatsoever; for any transactions that may be voidable for any reason (such as
infancy, insanity, ultra vires or otherwise); and originated then reduced or
extinguished and then afterwards increased or reinstated.

If
Lender presently holds one or more guaranties, or hereafter receives additional
guaranties from Guarantor, Lenders rights under all guaranties shall be
cumulative. This Guaranty shall not (unless specifically provided below to the
contrary) affect or invalidate any such other guaranties. Guarantors liability
will be Guarantors aggregate liability under the terms of this Guaranty and
any such other unterminated guaranties.

CONTINUING GUARANTY. THIS IS A CONTINUING GUARANTY UNDER WHICH GUARANTOR AGREES TO
GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE
INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR
ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON
THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTORS OBLIGATIONS AND
LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS
EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE
FROM TIME TO TIME.

DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the
necessity of any acceptance by Lender, or any notice to Guarantor or to
Borrower, and will continue in full force until all the Indebtedness incurred
or contracted before receipt by Lender of any notice of revocation shall have
been fully and finally paid and satisfied and all of Guarantors other obligations
under this Guaranty shall have been performed in full. If Guarantor elects to
revoke this Guaranty, Guarantor may only do so in writing. Guarantors written
notice of revocation must be mailed to Lender, by certified mail, at Lenders
address listed above or such other place as Lender may designate in writing.
Written revocation of this Guaranty will apply only to advances or new
Indebtedness created after actual receipt by Lender of Guarantors written
revocation. For this purpose and without limitation, the term new
Indebtedness does not include the Indebtedness which at the time of notice of
revocation is contingent, unliquidated, undetermined or not due and which later
becomes absolute, liquidated, determined or due. This Guaranty will continue to
bind Guarantor for all the Indebtedness incurred by Borrower or committed by
Lender prior to receipt of Guarantors written notice of revocation, including
any extensions, renewals, substitutions or modifications of the Indebtedness.
All renewals, extensions, substitutions, and modifications of the Indebtedness
granted after Guarantors revocation, are contemplated under this Guaranty and,
specifically will not be considered to be new Indebtedness. This Guaranty shall
bind Guarantors estate as to the Indebtedness created both before and after
Guarantors death or incapacity, regardless of Lenders actual notice of
Guarantors death. Subject to the foregoing, Guarantors executor or
administrator or other legal representative may terminate this Guaranty in the
same manner in which Guarantor might have terminated it and with the same
effect. Release of any other guarantor or termination of any other guaranty of
the Indebtedness shall not affect the liability of Guarantor under this
Guaranty. A revocation Lender receives from any one or more Guarantors shall
not affect the liability of any remaining Guarantors under this Guaranty.
Guarantors obligations under this Guaranty shall be in addition to any of
Guarantors obligations, or any of them, under any other guaranties of the
Indebtedness or any other person heretofore or hereafter given to Lender unless
such other guaranties are modified or revoked in writing; and this Guarantor
shall not, unless provided in this Guaranty, affect, invalidate, or supersede
any such other guaranty. It Is anticipated that fluctuations may occur in the
aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor
specifically acknowledges and agrees that reductions in the amount of the
Indebtedness, even to zero dollars ($0.00), prior to Guarantors written
revocation of this Guaranty shall not constitute a termination of this
Guaranty. This Guaranty is binding upon Guarantor and Guarantors heirs,
successors and assigns so long as any of the Indebtedness remains unpaid and
even though the Indebtedness may from time to time be zero dollars ($0.00).

OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this Guaranty hereby expressly
agrees
that recourse under this Guaranty may be had against both his or her separate
property and community property.

GUARANTORS AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before
or after any revocation hereof, without notice or demand and without lessening
Guarantors liability under this Guaranty, from time to time: (A) prior to
revocation as set forth above, to make one or more additional secured or
unsecured loans to Borrower, to lease equipment or other goods to Borrower, or
otherwise to extend additional credit to Borrower; (B) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment

---

|                    |             |       
|------------------- | ----------- | ------
|COMMERCIAL GUARANTY
|Loan No:
 20000606  | (Continued) | Page 2
|                   

or
other terms of the Indebtedness or any part of the Indebtedness, including
increases and decreases of the rate of interest on the Indebtedness; extensions
may be repeated and may be for longer than the original loan term; (C) to take
and hold security for the payment of this Guaranty or the Indebtedness, and
exchange, enforce, waive, subordinate, fail or decide not to perfect, and
release any such security, with or without the substitution of new collateral;
(D) to release, substitute, agree not to sue, or deal with any one or more of
Borrowers sureties, endorsers, or other guarantors on any terms or in any
manner Lender may choose; (E) to determine how, when and what application of
payments and credits shall be made on the Indebtedness; (F) to apply such
security and direct the order or manner of sale thereof, including without
limitation, any nonjudicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine;
(G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.

GUARANTORS REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender
that (A) no representations or agreements of any kind have been made to
Guarantor which would limit or qualify in any way the terms of this Guaranty; (B)
this Guaranty is executed at Borrowers request and not at the request of
Lender; (C) Guarantor has full power, right and authority to enter into this
Guaranty; (0) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate,
transfer, or otherwise dispose of all or substantially all of Guarantors
assets, or any interest therein; (F) upon Lenders request, Guarantor will
provide to Lender financial and credit information in form acceptable to
Lender, and all such financial information which currently has been, and all
future financial information which will be provided to Lender is and will be
true and correct in all material respects and fairly present Guarantors
financial condition as of the dates the financial information is provided; (G)
no material adverse change has occurred in Guarantors financial condition
since the date of the most recent financial statements provided to Lender and
no event has occurred which may materially adversely affect Guarantors
financial condition; (H) no litigation, claim, investigation, administrative
proceeding or similar action (including those for unpaid taxes) against
Guarantor is pending or threatened; (I) Lender has made no representation to
Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has
established adequate means of obtaining from Borrower on a continuing basis
information regarding Borrowers financial condition. Guarantor agrees to keep
adequately informed from such means of any facts, events, or circumstances
which might in any way affect Guarantors risks under this Guaranty, and
Guarantor further agrees that, absent a request for information, Lender shall
have no obligation to disclose to Guarantor any information or documents acquired
by Lender in the course of its relationship with Borrower.

GUARANTORS WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to
require Lender to (A) make any presentment, protest, demand, or notice of any
kind, including notice of change of any terms of repayment of the Indebtedness,
default by Borrower or any other guarantor or surety, any action or nonaction
taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the
creation of new or additional Indebtedness; (B) proceed against any person,
including Borrower, before proceeding against Guarantor; (C) proceed against
any collateral for the Indebtedness, including Borrowers collateral, before
proceeding against Guarantor; (D) apply any payments or proceeds received
against the Indebtedness in any order; (E) give notice of the terms, time, and
place of any sale of the collateral pursuant to the Uniform Commercial Code or
any other law governing such sale; (F) disclose any information about the
Indebtedness, the Borrower, the collateral, or any other guarantor or surety,
or about any action or nonaction of Lender; or (G) pursue any remedy or course
of action in Lenders power whatsoever.

Guarantor
also waives any and all rights or defenses arising by reason of (H) any
disability or other defense of Borrower, any other guarantor or surety or any
other person; (I) the cessation from any cause whatsoever, other than payment
in full, of the Indebtedness; (J) the application of proceeds of the
Indebtedness by Borrower for purposes other than the purposes understood and
intended by Guarantor and Lender; (K) any act of omission or commission by
Lender which directly or indirectly results in or contributes to the discharge
of Borrower or any other guarantor or surety, or the Indebtedness, or the loss
or release of any collateral by operation of law or otherwise; (L) any statute
of limitations in any action under this Guaranty or on the Indebtedness; or (M)
any modification or change in terms of the Indebtedness, whatsoever, including
without limitation, the renewal, extension, acceleration, or other change in
the time payment of the Indebtedness is due and any change in the interest
rate, and including any such modification or change in terms after revocation
of this Guaranty on the Indebtedness incurred prior to such revocation.

Guarantor
waives all rights and any defenses arising out of an election of remedies by
Lender even though that the election of remedies, such as a non-judicial
foreclosure with respect to security for a guaranteed obligation, has destroyed
Guarantors rights of subrogation and reimbursement against Borrower by
operation of Section 580d of the California Code of Civil Procedure or
otherwise.

Guarantor
waives all rights and defenses that Guarantor may have because Borrowers
obligation is secured by real property. This means among other things: (1)
Lender may collect from Guarantor without first foreclosing on any real or
personal property collateral pledged by Borrower. (2) If Lender forecloses on
any real property collateral pledged by Borrower: (a) the amount of Borrowers
obligation may be reduced only by the price for which the collateral is sold at
the foreclosure sale, even if the collateral is worth more than the sale price,
(b) Lender may collect from Guarantor even if Lender, by foreclosing on the
real property collateral, has destroyed any right Guarantor may have to collect
from Borrower. This is an unconditional and irrevocable waiver of any rights
and defenses Guarantor may have because Borrowers obligation is secured by
real property. These rights and defenses include, but are not limited to, any
rights and defenses based upon Section 580a, 580b, 580d, or 726 of the Code of
Civil Procedure.

Guarantor
understands and agrees that the foregoing waivers are unconditional and
irrevocable waivers of substantive rights and defenses to which Guarantor might
otherwise be entitled under state and federal law. The rights and defenses
waived include, without limitation, those provided by California laws of
suretyship and guaranty, anti-deficiency laws, and the Uniform Commercial Code,
Guarantor acknowledges that Guarantor has provided these waivers of rights and
defenses with the intention that they be fully relied upon by Lender. Guarantor
further understands and agrees that this Guaranty is a separate and independent
contract between Guarantor and Lender, given for full and ample consideration,
and is enforceable on its own terms. Until all of the Indebtedness is paid in
full, Guarantor waives any right to enforce any remedy Guarantor may have
against the Borrower or any other guarantor, surety, or other person, and
further, Guarantor waives any right to participate in any collateral for the
Indebtedness now or hereafter held by Lender.

GUARANTORS UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each
of
the waivers set forth above is made with Guarantors full knowledge of its
significance and consequences and that, under the circumstances, the waivers
are reasonable and not contrary to public policy or law. If any such waiver is
determined to be contrary to any applicable law or public policy, such waiver
shall be effective only to the extent permitted by law or public policy.

SUBORDINATION OF BORROWERS DEBTS
TO GUARANTOR. Guarantor agrees that the Indebtedness, whether
now existing or hereafter created, shall be superior to any claim that
Guarantor may now have or hereafter acquire against Borrower, whether or not
Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim
Guarantor may have against Borrower, upon any account whatsoever, to any claim
that Lender may now or hereafter have against Borrower. In the event of
insolvency and consequent liquidation of the assets of Borrower, through
bankruptcy, by an assignment for the benefit of creditors, by voluntary
liquidation, or otherwise, the assets of Borrower applicable to the payment of
the claims of both Lender and Guarantor shall be paid to Lender and shall be
first applied by Lender to the Indebtedness. Guarantor does hereby assign to
Lender all claims which it may have or acquire against Borrower or against any
assignee or trustee in

---

|                  |                     |       
|----------------- | ------------------- | ------
|                  | COMMERCIAL GUARANTY |       
|Loan No: 20000606 | (Continued)         | Page 3
|                  |                     |       

bankruptcy
of Borrower; provided however, that such assignment shall be effective only for
the purpose of assuring to Lender full payment in legal tender of the
Indebtedness. If Lender so requests, any notes or credit agreements now or
hereafter evidencing any debts or obligations of Borrower to Guarantor shall be
marked with a legend that the same are subject to this Guaranty and shall be
delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the
name of Guarantor, from time to time to file financing statements and
continuation statements and to execute documents and to take such other actions
as Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

MISCELLANEOUS PROVISIONS.The following miscellaneous provisions are a
part of this Guaranty:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Amendments.This Guaranty, together with any Related Documents, constitutes the
 entire understanding and agreement of the parties as to the matters set forth
 in this Guaranty. No alteration of or amendment to this Guaranty shall be
 effective unless given in writing and signed by the party or parties sought
 to be charged or bound by the alteration or amendment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Arbitration. Borrower and Guarantor and Lender agree that
 all disputes, claims and controversies between them whether individual,
 joint, or class in nature, arising from this Guaranty or otherwise,
 including without limitation contract and tort disputes, shall be arbitrated
 pursuant to the Rules of the American Arbitration Association in effect at
 the time the claim is filed, upon request of either party. No act to take or
 dispose of any Collateral shall constitute a waiver of this arbitration
 agreement or be prohibited by this arbitration agreement. This includes,
 without limitation, obtaining injunctive relief or a temporary restraining
 order; invoking a power of sale under any deed of trust or mortgage;
 obtaining a writ of attachment or imposition of a receiver; or exercising any
 rights relating to personal property, including taking or disposing of such
 property with or without judicial process pursuant to Article 9 of the
 Uniform Commercial Code. Any disputes, claims, or controversies concerning
 the lawfulness or reasonableness of any act, or exercise of any right,
 concerning any Collateral, including any claim to rescind, reform, or
 otherwise modify any agreement relating to the Collateral, shall also be
 arbitrated, provided however that no arbitrator shall have the right or the
 power to enjoin or restrain any act of any party. Borrower and Guarantor and
 Lender agree that in the event of an action for judicial foreclosure pursuant
 to California Code of Civil Procedure Section 726, or any similar provision
 in any other state, the commencement of such an action will not constitute a
 waiver of the right to arbitrate and the court shall refer to arbitration as
 much of such action, including counterclaims, as lawfully may be referred to
 arbitration. Judgment upon any award rendered by any arbitrator may be
 entered in any court having jurisdiction. Nothing in this Guaranty shall
 preclude any party from seeking equitable relief from a court of competent
 jurisdiction. The statute of limitations, estoppel, waiver, laches, and
 similar doctrines which would otherwise be applicable in an action brought by
 a party shall be applicable in any arbitration proceeding, and the
 commencement of an arbitration proceeding shall be deemed the commencement of
 an action for these purposes. The Federal Arbitration Act shall apply to the
 construction, interpretation, and enforcement of this arbitration provision.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Attorneys Fees; Expenses.Guarantor agrees to pay upon demand all of
 Lenders costs and expenses, including Lenders attorneys fees and Lenders
 legal expenses, incurred in connection with the enforcement of this Guaranty.
 Lender may hire or pay someone else to help enforce this Guaranty, and
 Guarantor shall pay the costs and expenses of such enforcement. Costs and
 expenses include Lenders attorneys fees and legal expenses whether or not
 there is a lawsuit, including attorneys fees and legal expenses for
 bankruptcy proceedings (including efforts to modify or vacate any automatic
 stay or injunction), appeals, and any anticipated post-judgment collection
 services. Guarantor also shall pay all court costs and such additional fees
 as may be directed by the court.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Caption
 Headings.Caption
 headings in this Guaranty are for convenience purposes only and are not to be
 used to interpret or define the provisions of this Guaranty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Governing
 Law. This Guaranty will be governed by federal law applicable to Lender and,
 to the extent not preempted by federal law, the laws of the State of
 California without regard to its conflicts of law provisions. This Guaranty
 has been accepted by Lender in the State of California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Choice of Venue.If there is a lawsuit, Guarantor agrees upon Lenders request to
 submit to the jurisdiction of the courts of Riverside County, State of
 California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Integration.Guarantor further agrees that Guarantor has read and fully understands
 the terms of this Guaranty; Guarantor has had the opportunity to be advised
 by Guarantors attorney with respect to this Guaranty; the Guaranty fully
 reflects Guarantors intentions and parol evidence is not required to
 interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds
 Lender harmless from all losses, claims, damages, and costs (including
 Lenders attorneys fees) suffered or incurred by Lender as a result of any
 breach by Guarantor of the warranties, representations and agreements of this
 paragraph.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Interpretation.In all cases where there is more than one Borrower or Guarantor, then
 all words used in this Guaranty in the singular shall be deemed to have been
 used in the plural where the context and construction so require; and where
 there is more than one Borrower named in this Guaranty or when this Guaranty
 is executed by more than one Guarantor, the words Borrower and Guarantor
 respectively shall mean all and any one or more of them. The words
 Guarantor, Borrower, and Lender include the heirs, successors, assigns,
 and transferees of each of them. If a court finds that any provision of this
 Guaranty is not valid or should not be enforced, that fact by itself will not
 mean that the rest of this Guaranty will not be valid or enforced. Therefore,
 a court will enforce the rest of the provisions of this Guaranty even if a
 provision of this Guaranty may be found to be invalid or unenforceable. If
 any one or more of Borrower or Guarantor are corporations, partnerships,
 limited liability companies, or similar entities, it is not necessary for
 Lender to inquire into the powers of Borrower or Guarantor or of the
 officers, directors, partners, managers, or other agents acting or purporting
 to act on their behalf, and any indebtedness made or created in reliance upon
 the professed exercise of such powers shall be guaranteed under this
 Guaranty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Notices.Any notice required to be given under this Guaranty shall be given in
 writing, and, except for revocation notices by Guarantor, shall be effective
 when actually delivered, when actually received by telefacsimile (unless
 otherwise required by law), when deposited with a nationally recognized overnight
 courier, or, if mailed, when deposited in the United States mail, as first
 class, certified or registered mail postage prepaid, directed to the
 addresses shown near the beginning of this Guaranty. All revocation notices
 by Guarantor shall be in writing and shall be effective upon delivery to
 Lender as provided in the section of this Guaranty entitled DURATION OF
 GUARANTY. Any party may change its address for notices under this Guaranty
 by giving formal written notice to the other parties, specifying that the
 purpose of the notice is to change the partys address. For notice purposes,
 Guarantor agrees to keep Lender informed at all times of Guarantors current
 address. Unless otherwise provided or required by law, if there is more than
 one Guarantor, any notice given by Lender to any Guarantor is deemed to be
 notice given to all Guarantors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | No Waiver by Lender.Lender shall not be deemed to have waived
 any rights under this Guaranty unless such waiver is given in writing and
 signed by Lender. No delay or omission on the part of Lender in exercising
 any right shall operate as a waiver of such right or any other right. A
 waiver by Lender of a provision of this Guaranty shall not prejudice or
 constitute a waiver of Lenders right otherwise to demand strict compliance
 with that provision or any other provision of this Guaranty. No prior waiver
 by Lender, nor any course of dealing between Lender and Guarantor, shall
 constitute a waiver of any of Lenders rights or of any of Guarantors
 obligations as to any future transactions. Whenever the consent of Lender is
 required under this Guaranty, the granting of such consent by Lender in any
 instance shall not constitute continuing consent to subsequent instances
 where such consent is required and in all cases such consent may be granted
 or withheld in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

|                  |                     |       
|----------------- | ------------------- | ------
|                  | COMMERCIAL GUARANTY |       
|Loan No: 20000606 | (Continued)         | Page 4
|                  |                     |       

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the
 sole discretion of Lender.                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Successors and Assigns. Subject to any limitations stated in this
 Guaranty on transfer of Guarantors interest, this Guaranty shall be binding
 upon and inure to the benefit of the parties, their successors and assigns.                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Waive Jury. To the extent permitted by applicable law,
 Lender and Guarantor hereby waive the right to any jury trial in any action,
 proceeding, or counterclaim brought by either Lender or Borrower against the
 other.                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                      
|DEFINITIONS. The following capitalized words and terms shall have the following
 meanings when used in this Guaranty. Unless specifically stated to the
 contrary, all references to dollar amounts shall mean amounts in lawful money
 of the United States of America. Words and terms used in the singular shall
 include the plural, and the plural shall include the singular, as the context
 may require. Words and terms not otherwise defined in this Guaranty shall
 have the meanings attributed to such terms in the Uniform Commercial Code:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Borrower. The word Borrower means NEW WORLD MORTGAGE, INC. and includes all
 co-signers and co-makers signing the Note and all their successors and
 assigns.                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Guarantor. The word Guarantor means everyone signing this Guaranty, including
 without limitation MELISSA WAYLETT LEONARD, and in each case, any signers
 successors and assigns.                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Guaranty. The word Guaranty means this guaranty from Guarantor to Lender.                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Indebtedness. The word Indebtedness means Borrowers indebtedness to Lender as
 more particularly described in this Guaranty.                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Lender. The word Lender means CommerceWest Bank, its successors and
 assigns.                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Note. The word Note means and includes without limitation all of
 Borrowers promissory notes and/or credit agreements evidencing Borrowers
 loan obligations in favor of Lender, together with all renewals of,
 extensions of, modifications of, refinancings of, consolidations of and
 substitutions for promissory notes or credit agreements.                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Related Documents. The words Related Documents mean all promissory notes, credit
 agreements, loan agreements, environmental agreements, guaranties, security
 agreements, mortgages, deeds of trust, security deeds, collateral mortgages,
 and all other instruments, agreements and documents, whether now or hereafter
 existing, executed in connection with the Indebtedness.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                      
|EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE
 PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH
 GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTORS
 EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL
 CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED
 DURATION OF GUARANTY. NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE
 THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED OCTOBER 10, 2006.                                       

|          |                             | 
|--------- | --------------------------- | 
|GUARANTOR |                            
|X         | -s- Melissa Waylett Leonard | 
|          | MELISSA WAYLETT LEONARD     | 

|                                                                                                                                                                
|----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                
|                                                                                                                                                                
|LASER PRO Lending, Ver. 5.32, 10.003 Copr. Howland Financial Solutions, Inc. 1997, 2006. All Rights
 Reserved. - CA F:\APPS\LASERPRO\CFI\LPL\E20.FC TR-1076 PR-4

---

COMMERCIAL GUARANTY

|                                                                                                                                                                                                                             |           |          |         |                          |                   |              |                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | -------- | ------- | ------------------------ | ----------------- | ------------ | --------------------
|                                                                                                                                                                                                                            
|Principal                                                                                                                                                                                                                    | Loan Date | Maturity | Loan No | Call / Coll
         144 | Account 
 L000163 | Officer 
 AD | Initials (SIGNATURE)
|                                                                                                                                                                                                                            
|References in the shaded area are for Lenders use only and do not limit the applicability of this document to any particular loan or
item. Any item above containing *** has been omitted due to text length limitations.
|                                                                                                                                                                                                                            

|           |                                                        |  |         |                              
|---------- | ------------------------------------------------------ |  | ------- | -----------------------------
|Borrower:  | NEW WORLD
 MORTGAGE, INC.                              |  | Lender: | CommerceWest
 Bank           
|           | 41655
 DATE STREET                                     |  |         | Inland Empire Business Center
|           | MURRIETA,
 CA 92562                                    |  |         | 1611 Pomona Road             
|           |                                                        |  |         | Corona, CA 92880             
|           |                                                        |  |         | (951) 582-9405               
|           |                                                        |  |         |                              
|Guarantor: | KEVIN LEONARD37765 AVENIDA LA CRESTAMURRIETA, CA 92562 |  |         |                              
|           |                                                        |  |         |                              
|          

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration,
 Guarantor absolutely and unconditionally guarantees full and punctual payment
 and satisfaction of the Indebtedness of Borrower to Lender, and the
 performance and discharge of all Borrowers obligations under the Note and
 the Related Documents. This is a guaranty of payment and performance and not
 of collection, so Lender can enforce this Guaranty against Guarantor even
 when Lender has not exhausted Lenders remedies against anyone else obligated
 to pay the Indebtedness or against any collateral securing the Indebtedness,
 this Guaranty or any other guaranty of the Indebtedness. Guarantor will make
 any payments to Lender or its order, on demand, in legal tender of the United
 States of America, in same-day funds, without set-off or deduction or
 counterclaim, and will otherwise perform Borrowers obligations under the
 Note and Related Documents. Under this Guaranty, Guarantors liability is
 unlimited and Guarantors obligations are continuing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|INDEBTEDNESS. The word Indebtedness as used in this Guaranty means all of the
 principal amount outstanding from time to time and at any one or more times,
 accrued unpaid interest thereon and all collection costs and legal expenses
 related thereto permitted by law, attorneys fees, arising from any and all
 debts, liabilities and obligations of every nature or form, now existing or
 hereafter arising or acquired, that Borrower individually or collectively or
 interchangeably with others, owes or will owe Lender. Indebtedness
 includes, without limitation, loans, advances, debts, overdraft indebtedness,
 credit card indebtedness, lease obligations, liabilities and obligations
 under any interest rate protection agreements or foreign currency exchange
 agreements or commodity price protection agreements, other obligations, and
 liabilities of Borrower, and any present or future judgments against
 Borrower, future advances, loans or transactions that renew, extend, modify,
 refinance, consolidate or substitute these debts, liabilities and obligations
 whether: voluntarily or involuntarily incurred; due or to become due by their
 terms or acceleration; absolute or contingent; liquidated or unliquidated;
 determined or undetermined; direct or indirect; primary or secondary in
 nature or arising from a
 guaranty or surety; secured or unsecured; joint or several or joint and
 several; evidenced by a negotiable or non-negotiable instrument or writing;
 originated by Lender or another or others; barred or unenforceable against
 Borrower for any reason whatsoever; for any transactions that may be voidable
 for any reason (such as infancy, insanity, ultra vires or otherwise); and
 originated then reduced or extinguished and then afterwards increased or
 reinstated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|If
 Lender presently holds one or more guaranties, or hereafter receives
 additional guaranties from Guarantor, Lenders rights under all guaranties
 shall be cumulative. This Guaranty shall not (unless specifically provided
 below to the contrary) affect or invalidate any such other guaranties.
 Guarantors liability will be Guarantors aggregate liability under the terms
 of this Guaranty and any such other unterminated guaranties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|CONTINUING GUARANTY. THIS IS A CONTINUING GUARANTY UNDER WHICH
 GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND
 SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR
 HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY,
 ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH
 GUARANTORS OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING
 AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING
 INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|DURATION OF GUARANTY. This Guaranty will take effect when
received by Lender without the necessity of any acceptance by Lender, or any
notice to Guarantor or to Borrower, and will continue in full force until all
the Indebtedness incurred or contracted before receipt by Lender of any
notice of revocation shall have been fully and finally paid and satisfied and
all of Guarantors other obligations under this Guaranty shall have been
performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may
only do so in writing. Guarantors written notice of revocation must be
mailed to Lender, by certified mail, at Lenders address listed above or such
other place as Lender may designate in writing. Written revocation of this
Guaranty will apply only to advances or new Indebtedness created after actual
receipt by Lender of Guarantors written revocation. For this purpose and
without limitation, the term new Indebtedness does not include the
Indebtedness which at the time of notice of revocation is contingent,
unliquidated, undetermined or not due and which later becomes absolute,
liquidated, determined or due. This Guaranty will continue to bind Guarantor
for all the Indebtedness incurred by Borrower or committed by Lender prior to
receipt of Guarantors written notice of revocation, including any
extensions, renewals, substitutions or modifications of the Indebtedness. All
renewals, extensions, substitutions, and modifications of the Indebtedness
granted after Guarantors revocation, are contemplated under this Guaranty
and, specifically will not be considered to be new Indebtedness. This
Guaranty shall bind Guarantors estate as to the Indebtedness created both
before and after Guarantors death or incapacity, regardless of Lenders
actual notice of Guarantors death. Subject to the foregoing, Guarantors
executor or administrator or other legal representative may terminate this
Guaranty in the same manner in which Guarantor might have terminated it and
with the same effect. Release of any other guarantor or termination of any
other guaranty of the Indebtedness shall not affect the liability of
Guarantor under this Guaranty. A revocation Lender receives from any one or
more Guarantors shall not affect the liability of any remaining Guarantors
under this Guaranty. Guarantors obligations under this Guaranty shall be in
addition to any of Guarantors obligations, or any of them, under any other
guaranties of the Indebtedness or any other person heretofore or hereafter
given to Lender unless such other guaranties are modified or revoked in
writing; and this Guarantor shall not, unless provided in this Guaranty,
affect, invalidate, or supersede any such other guaranty. It is anticipated
that fluctuations may occur In the aggregate amount of the Indebtedness
covered by this Guaranty, and Guarantor specifically acknowledges and agrees
that reductions in the amount of the Indebtedness, even to zero dollars
($0.00), prior to Guarantors written revocation of this Guaranty shall not
constitute a termination of this Guaranty. This Guaranty is binding upon
Guarantor and Guarantors heirs, successors and assigns so long as any of the
Indebtedness remains unpaid and even though the Indebtedness may from time to
time be zero dollars ($0.00).
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|OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this Guaranty
 hereby expressly agrees that recourse under this Guaranty may be had against
 both his or her separate property and community property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|GUARANTORS AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before
or after any revocation hereof, without notice or demand and without
lessening Guarantors liability under this Guaranty, from time to time: (A)
prior to revocation as set forth above, to make one or more additional
secured or unsecured loans to Borrower, to lease equipment or other goods to
Borrower, or otherwise to extend additional credit to Borrower; (B) to alter,
compromise, renew, extend, accelerate, or otherwise change one or more times
the time for payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|                  | COMMERCIAL GUARANTY |       
|Loan No: 20000606 | (Continued)         | Page 2
|                 

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|or
 other terms of the Indebtedness or any part of the Indebtedness, including
 increases and decreases of the rate of interest on the Indebtedness;
 extensions may be repeated and may be for longer than the original loan term;
 (C) to take and hold security for the payment of this Guaranty or the
 Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not
 to perfect, and release any such security, with or without the substitution
 of new collateral; (D) to release, substitute, agree not to sue, or deal with
 any one or more of Borrowers sureties, endorsers, or other guarantors on any
 terms or in any manner Lender may choose; (E) to determine how, when and what
 application of payments and credits shall be made on the Indebtedness; (F) to
 apply such security and direct the order or manner of sale thereof, including
 without limitation, any nonjudicial sale permitted by the terms of the
 controlling security agreement or deed of trust, as Lender in its discretion
 may determine; (G) to sell, transfer, assign or grant participations in all
 or any part of the Indebtedness; and (H) to assign or transfer this Guaranty
 in whole or in part.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|GUARANTORS REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender
 that (A) no representations or agreements of any kind have been made to
 Guarantor which would limit or qualify in any way the terms of this Guaranty;
 (B) this Guaranty is executed at Borrowers request and not at the request of
 Lender; (C) Guarantor has full power, right and authority to enter into this
 Guaranty; (D) the provisions of this Guaranty do not conflict with or result
 in a default under any agreement or other instrument binding upon Guarantor
 and do not result in a violation of any law, regulation, court decree or
 order applicable to Guarantor; (E) Guarantor has not and will not, without
 the prior written consent of Lender, sell, lease, assign, encumber,
 hypothecate, transfer, or otherwise dispose of all or substantially all of
 Guarantors assets, or any interest therein; (F) upon Lenders request.
 Guarantor will provide to Lender financial and credit information in form
 acceptable to Lender, and all such financial information which currently has
 been, and all future financial information which will be provided to Lender
 is and will be true and correct in all material respects and fairly present
 Guarantors financial condition as of the dates the financial information is
 provided; (G) no material adverse change has occurred in Guarantors
 financial condition since the date of the most recent financial statements
 provided to Lender and no event has occurred which may materially adversely
 affect Guarantors financial condition; (H) no litigation, claim,
 investigation, administrative proceeding or similar action (including those
 for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has
 made no representation to Guarantor as to the creditworthiness of Borrower;
 and (J) Guarantor has established adequate means of obtaining from Borrower
 on a continuing basis information regarding Borrowers financial condition.
 Guarantor agrees to keep adequately informed from such means of any facts,
 events, or circumstances which might in any way affect Guarantors risks
 under this Guaranty, and Guarantor further agrees that, absent a request for
 information. Lender shall have no obligation to disclose to Guarantor any information
 or documents acquired by Lender in the course of its relationship with
 Borrower.
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|GUARANTORS WAIVERS. Except as prohibited by applicable law,
 Guarantor waives any right to require Lender to (A) make any presentment,
 protest, demand, or notice of any kind, including notice of change of any
 terms of repayment of the Indebtedness, default by Borrower or any other
 guarantor or surety, any action or nonaction taken by Borrower, Lender, or
 any other guarantor or surety of Borrower, or the creation of new or
 additional Indebtedness; (B) proceed against any person, including Borrower,
 before proceeding against Guarantor; (C) proceed against any collateral for
 the Indebtedness, including Borrowers collateral, before proceeding against
 Guarantor; (D) apply any payments or proceeds received against the
 Indebtedness in any order; (E) give notice of the terms, time, and place of
 any sale of the collateral pursuant to the Uniform Commercial Code or any
 other law governing such sale; (F) disclose any information about the
 Indebtedness, the Borrower, the collateral, or any other guarantor or surety,
 or about any action or nonaction of Lender; or (G) pursue any remedy or
 course of action in Lenders power whatsoever.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|Guarantor
 also waives any and all rights or defenses arising by reason of (H) any
 disability or other defense of Borrower, any other guarantor or surety or any
 other person; (I) the cessation from any cause whatsoever, other than payment
 in full, of the Indebtedness; (J) the application of proceeds of the
 Indebtedness by Borrower for purposes other than the purposes understood and
 intended by Guarantor and Lender; (K) any act of omission or commission by
 Lender which directly or indirectly results in or contributes to the
 discharge of Borrower or any other guarantor or surety, or the Indebtedness,
 or the loss or release of any collateral by operation of law or otherwise;
 (L) any statute of limitations in any action under this Guaranty or on the
 Indebtedness; or (M) any modification or change in terms of the Indebtedness,
 whatsoever, including without limitation, the renewal, extension,
 acceleration, or other change in the time payment of the Indebtedness is due
 and any change in the interest rate, and including any such modification or
 change in terms after revocation of this Guaranty on the Indebtedness
 incurred prior to such revocation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|Guarantor
 waives all rights and any defenses arising out of an election of remedies by
 Lender even though that the election of remedies, such as a non-judicial
 foreclosure with respect to security for a guaranteed obligation, has
 destroyed Guarantors rights of subrogation and reimbursement against
 Borrower by operation of Section 580d of the California Code of Civil
 Procedure or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Guarantor
 waives all rights and defenses that Guarantor may have because Borrowers
 obligation is secured by real property. This means among other things: (1)
 Lender may collect from Guarantor without first foreclosing on any real or
 personal property collateral pledged by Borrower. (2) If Lender forecloses on
 any real property collateral pledged by Borrower: (a) the amount of
 Borrowers obligation may be reduced only by the price for which the
 collateral is sold at the foreclosure sale, even if the collateral is worth more
 than the sale price. (b) Lender may collect from Guarantor even if Lender, by
 foreclosing on the real property collateral, has destroyed any right
 Guarantor may have to collect from Borrower. This is an unconditional and
 irrevocable waiver of any rights and defenses Guarantor may have because
 Borrowers obligation is secured by real property. These rights and defenses
 include, but are not limited to, any rights and defenses based upon Section
 580a, 580b, 580d, or 726 of the Code of Civil Procedure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Guarantor
 understands and agrees that the foregoing waivers are unconditional and
 irrevocable waivers of substantive rights and defenses to which Guarantor
 might otherwise be entitled under state and federal law. The rights and
 defenses waived include, without limitation, those provided by California
 laws of suretyship and guaranty, anti-deficiency laws, and the Uniform
 Commercial Code. Guarantor acknowledges that Guarantor has provided these
 waivers of rights and defenses with the intention that they be fully relied
 upon by Lender. Guarantor further understands and agrees that this Guaranty
 is a separate and independent contract between Guarantor and Lender, given
 for full and ample consideration, and is enforceable on its own terms. Until
 all of the Indebtedness is paid in full. Guarantor waives any right to
 enforce any remedy Guarantor may have against the Borrower or any other
 guarantor, surety, or other person, and further, Guarantor waives any right
 to participate in any collateral for the Indebtedness now or hereafter held
 by Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|GUARANTORS UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each
of
 the waivers set forth above is made with Guarantors full knowledge of its
 significance and consequences and that, under the circumstances, the waivers
 are reasonable and not contrary to public policy or law. If any such waiver
 is determined to be contrary to any applicable law or public policy, such
 waiver shall be effective only to the extent permitted by law or public policy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|SUBORDINATION
 OF BORROWERS DEBTS TO GUARANTOR. Guarantor agrees that the
 Indebtedness, whether now existing or hereafter created, shall be superior to
 any claim that Guarantor may now have or hereafter acquire against Borrower,
 whether or not Borrower becomes insolvent. Guarantor hereby expressly
 subordinates any claim Guarantor may have against Borrower, upon any account
 whatsoever, to any claim that Lender may now or hereafter have against
 Borrower. In the event of insolvency and consequent liquidation of the assets
 of Borrower, through bankruptcy, by an assignment for the benefit of
 creditors, by voluntary liquidation, or otherwise, the assets of Borrower
 applicable to the payment of the claims of both Lender and Guarantor shall be
 paid to Lender and shall be first applied by Lender to the Indebtedness.
 Guarantor does hereby assign to Lender all claims which it may have or
 acquire against Borrower or against any assignee or trustee in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|                  | COMMERCIAL GUARANTY |       
|Loan No: 20000606 | (Continued)         | Page 3
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bankruptcy
of Borrower; provided however, that such assignment shall be effective only for
the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so
requests, any notes or credit agreements now or hereafter evidencing any debts
or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor,
from time to time to file financing statements and continuation statements and to execute documents and to take such other
actions as Lender deems necessary or appropriate to perfect, preserve and
enforce its rights under this Guaranty.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part
of this Guaranty:

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| | Amendments.
 This Guaranty, together with any Related Documents, constitutes the entire
 understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or
 amendment to this Guaranty shall be effective unless given in writing and signed
 by the party or parties sought to be charged or bound by the alteration or
 amendment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Arbitration. Borrower and Guarantor and Lender agree that
 all disputes, claims and controversies between them whether individual,
 joint, or class in nature, arising from this Guaranty or otherwise,
 including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American
 Arbitration Association in effect at the time the claim is filed, upon
 request of either party. No act to take
 or dispose of any Collateral shall constitute a waiver of this arbitration
 agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining
 Injunctive relief or a temporary restraining order; invoking a power of sale
 under any deed of trust or mortgage;
 obtaining a writ of attachment or imposition of a receiver; or exercising any
 rights relating to personal property, including taking or disposing of such property with or without
 judicial process pursuant to Article 9 of the Uniform Commercial Code. Any
 disputes, claims, or controversies
 concerning the lawfulness or reasonableness of any act, or exercise of any
 right, concerning any Collateral, including any claim to rescind, reform, or
 otherwise modify any agreement relating to the Collateral, shall also be
 arbitrated, provided however that no arbitrator
 shall have the right or the power to enjoin or restrain any act of any party.
 Borrower and Guarantor and Lender agree that in the event of an action for judicial foreclosure
 pursuant to California Code of Civil Procedure Section 726, or any similar
 provision in any other state, the commencement of such an action will
 not constitute a waiver of the right to arbitrate and the court shall refer
 to arbitration as much of such action, including counterclaims, as lawfully
 may be referred to arbitration. Judgment upon any award rendered by any arbitrator may be entered in any court having
 jurisdiction. Nothing in this Guaranty shall preclude any party from seeking
 equitable relief from a court of
 competent jurisdiction. The statute of limitations, estoppel, waiver, laches,
 and similar doctrines which would otherwise be applicable in an action
 brought by a party shall be applicable in any arbitration proceeding, and the
 commencement of an arbitration proceeding
 shall be deemed the commencement of an action for these purposes. The Federal
 Arbitration Act shall apply to the construction,
 interpretation, and enforcement of this arbitration provision.
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| | Attorneys Fees; Expenses. Guarantor agrees to pay upon demand all of
 Lenders costs and expenses, including Lenders attorneys fees and Lenders
 legal expenses, incurred in connection with the enforcement of this Guaranty.
 Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses
 of such enforcement. Costs and expenses include Lenders attorneys fees and legal expenses whether or
 not there is a lawsuit, including attorneys fees and legal expenses for
 bankruptcy proceedings (including
 efforts to modify or vacate any automatic stay or injunction), appeals, and
 any anticipated post-judgment collection services. Guarantor also
 shall pay all court costs and such additional fees as may be directed by the
 court.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Caption Headings. Caption headings in this Guaranty are for convenience purposes only
 and are not to be used to interpret or define the provisions of this Guaranty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Governing
 Law. This Guaranty will be governed by federal law applicable to Lender and,
 to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of
 law provisions. This Guaranty has been accepted by Lender in the State of California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lenders request to
 submit to the jurisdiction of the courts of Riverside County, State of California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Integration. Guarantor further agrees that Guarantor has read and fully
 understands the terms of this Guaranty; Guarantor has had the opportunity to
 be advised by Guarantors attorney with respect to this Guaranty; the
 Guaranty fully reflects Guarantors intentions and parol evidence is not
 required to interpret the terms of this Guaranty. Guarantor hereby
 indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lenders
 attorneys fees) suffered or incurred by Lender as a result of any breach by
 Guarantor of the warranties,
 representations and agreements of this paragraph.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Interpretation.
 In all cases where there is more than one Borrower or Guarantor, then all
 words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and
 construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is
 executed by more than one Guarantor, the words Borrower and Guarantor respectively shall mean all and any
one or more
 of them. The words Guarantor, Borrower, and Lender include the heirs,
 successors, assigns, and transferees
 of each of them. If a court finds that any provision of this Guaranty is not
 valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not
 be valid or enforced. Therefore, a court will enforce the rest of the
 provisions of this Guaranty even if a provision of this Guaranty may be found
 to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations,
 partnerships, limited liability companies, or similar entities, it is not
 necessary for Lender to inquire into
 the powers of Borrower or Guarantor or of the officers, directors, partners,
 managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or
 created in reliance upon the professed exercise of such powers shall be
 guaranteed under this Guaranty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Notices. Any notice required to be given under this Guaranty shall be given in
 writing, and, except for revocation notices by Guarantor, shall be
 effective when actually delivered, when actually received by telefacsimile
 (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or,
 if mailed, when deposited in the United States mail, as first class,
 certified or registered mail postage
 prepaid, directed to the addresses shown near the beginning of this Guaranty.
 All revocation notices by Guarantor shall be in writing and shall be
 effective upon delivery to Lender as provided in the section of this Guaranty
 entitled DURATION OF GUARANTY. Any party may change its address for
 notices under this Guaranty by giving formal written notice to the other
 parties, specifying that the purpose of the notice is to change the partys
 address. For notice purposes, Guarantor agrees to keep Lender informed at all
 times of Guarantors current address.
 Unless otherwise provided or required by law, if there is more than one
 Guarantor, any notice given by Lender to any Guarantor is deemed to be notice
 given to all Guarantors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | No
 Waiver by Lender. Lender shall not be deemed to have waived
 any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the
 part of Lender in exercising any right shall operate as a waiver of such
 right or any other right. A waiver by Lender of a provision of this Guaranty
 shall not prejudice or constitute a waiver of Lenders right otherwise to
 demand strict compliance with that provision or any other provision of
 this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver
 of any of Lenders rights or of any of Guarantors obligations as to any
 future transactions. Whenever the consent of Lender is required under
 this Guaranty, the granting of such consent by Lender in any instance shall
 not constitute continuing consent to subsequent instances where such consent
 is required and in all cases such consent may be granted or withheld in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

|                  |                     |       
|----------------- | ------------------- | ------
|                  | COMMERCIAL GUARANTY |       
|Loan No: 20000606 | (Continued)         | Page 4
|                 
|                  |                     |       

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the
 sole discretion of Lender.                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Successors and Assigns. Subject to any limitations stated in this
 Guaranty on transfer of Guarantors interest, this Guaranty shall be binding upon and inure to the benefit of the
 parties, their successors and assigns.                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Waive
 Jury. To the extent permitted by applicable law, Lender and Guarantor hereby
 waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower
 against the other.                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     
|DEFINITIONS. The following capitalized words and terms shall have the following
 meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar
 amounts shall mean amounts in lawful money of the United States of America.
 Words and terms used in the
 singular shall include the plural, and the plural shall include the singular,
 as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings
 attributed to such terms in the Uniform Commercial Code:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Borrower. The word Borrower means NEW WORLD MORTGAGE, INC. and includes all
 co-signers and co-makers signing the Note and all their successors and
 assigns.                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Guarantor. The word Guarantor means everyone signing this Guaranty, including
 without limitation KEVIN LEONARD, and in each case, any signers successors and assigns.                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Guaranty. The word Guaranty means this guaranty from Guarantor to Lender.                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Indebtedness. The word Indebtedness means Borrowers indebtedness to Lender as
 more particularly described in this Guaranty.                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Lender.
 The word Lender means CommerceWest Bank, its successors and assigns.                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Note.
 The word Note means and includes without limitation all of Borrowers
 promissory notes and/or credit agreements evidencing Borrowers loan obligations in favor of Lender,
 together with all renewals of, extensions of, modifications of, refinancings
 of, consolidations of and substitutions for promissory notes or credit
 agreements.                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Related Documents. The words Related Documents mean all promissory notes, credit
 agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of
 trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or
 hereafter existing, executed in connection with the Indebtedness.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     
|EACH
 UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
 GUARANTY AND AGREES TO ITS TERMS. IN
 ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON
 GUARANTORS EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE
 GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED DURATION OF GUARANTY. NO
 FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.
 THIS GUARANTY IS DATED OCTOBER 10, 2006.                                      

|           |                   | 
|---------- | ----------------- | 
|GUARANTOR: |                  
|           |                   | 
|X          | -s- Kevin Leonard | 
|           | KEVIN LEONARD     | 

|                                                                                                                                                         
|---------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                         
|LASER PRO Lending, Ver, 5.32.10.003 Copr. Harland Financial Solutions, Inc. 1997,
 2008. All Rights Reserved. CA F;\APPS\LASERPRO\CFI\E20.FC TR-1076 PR-4

---

AGREEMENT TO PROVIDE INSURANCE

|                                                                                                                                                                                                                               |                     |                       |                    |                            |                   |              |                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------- | --------------------- | ------------------ | -------------------------- | ----------------- | ------------ | -------------------
|                                                                                                                                                                                                                              
|Principal
 $211,424.00                                                                                                                                                                                                         | Loan Date10-10-2006 | Maturity 
 10-10-2013 | Loan No 
 20000606 | Call / Coll            144 | Account 
 N000157 | Officer 
 AD | Initials(SIGNATURE)
|                                                                                                                                                                                                                              
|References in the boxes above are for Lenders use only and do not limit the
 applicability of this document to any particular loan or item.Any item above containing * * * has been omitted due to text length limitations.
|                                                                                                                                                                                                                              

|          |                           |         |                              
|--------- | ------------------------- | ------- | -----------------------------
|Borrower: | NEW WORLD
 MORTGAGE, INC. | Lender: | CommerceWest
 Bank           
|          | 41655 DATE STREET         |         | Inland Empire Business Center
|          | MURRIETA, CA 92562        |         | 1611 Pomona Road             
|          |                           |         | Corona, CA 92880             
|          |                           |         | (951) 582-9405               
|          |                           |         |                              
|Grantor:  | KEVIN LEONARD             |         |                              
|          | 37765 AVENIDA LA CRESTA   |         |                              
|          | MURRIETA,
 CA 92562       |         |                              
|          |                           |         |                              
|          |                           |         |                              

INSURANCE REQUIREMENTS. Grantor, KEVIN LEONARD
(Grantor), understands that insurance coverage is required in connection with
the extending
of a loan or the providing of other financial accommodations to NEW WORLD
MORTGAGE, INC. (Borrower) by Lender. These requirements are set forth in the security documents
for the loan. The following minimum insurance coverages must be provided on the
following described collateral
(the Collateral):

| |             |                                                                                                                                                                           
| | ----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Collateral: | 2004 ROLLS ROYCE PHANTOM (VIN SCA1S68424UX07261). Type: Comprehensive and collision. Amount: Full Insurable Value. Basis: Replacement value.                              
| |             | Endorsements: Lender loss payable clause with stipulation that
 coverage will not be cancelled or diminished without a minimum of 60 days prior written notice to
 Lender.
| |             | Deductibles: $1,000.00.                                                                                                                                                   
| |             | Latest
 Delivery Date: By
 the loan closing date.                                                                                                                         

INSURANCE COMPANY. Grantor may obtain insurance from any insurance company Grantor may
choose that is reasonably acceptable to Lender.
Grantor understands that credit may not be denied solely because insurance was
not purchased through Lender.

INSURANCE MAILING ADDRESS. All documents and other
materials relating to insurance for this loan should be mailed, delivered or directed
to the following address:

| |                                                            
| | -----------------------------------------------------------
| | CommerceWest Bank2111 Business Center DriveIrvine, CA 92612

FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the
latest delivery date stated above, evidence of the required insurance as provided above, with an effective
date of October 10, 2006, or earlier. Grantor acknowledges and agrees that if
Grantor fails to provide any
required insurance or fails to continue such insurance in force, Lender may do
so at Grantors expense as provided in the applicable security document. The cost of any such insurance,
at the option of Lender, shall be added to the indebtedness as provided in the
security document. GRANTOR
ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL
PROVIDE LIMITED PROTECTION AGAINST
PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1)
THE UNPAID BALANCE OF THE DEBT,
EXCLUDING ANY UNEARNED FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL;
HOWEVER, GRANTORS EQUITY IN THE
COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY
PUBLIC LIABILITY OR PROPERTY DAMAGE
INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL
RESPONSIBILITY LAWS.

AUTHORIZATION. For purposes of
insurance coverage on the Collateral, Grantor authorizes Lender to provide to
any person (including any insurance agent or company) all information Lender deems
appropriate, whether regarding the Collateral, the loan or other financial accommodations, or both.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE
PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITSTERMS.
THIS AGREEMENT IS DATED OCTOBER 10, 2006.

|         |                   | 
|-------- | ----------------- | 
|GRANTOR: |                  
|         |                   | 
|X        | -s- Kevin Leonard | 
|         | KEVIN LEONARD     | 

---

|                  |                                             |       
|----------------- | ------------------------------------------- | ------
|Loan No: 20000606 | AGREEMENT TO PROVIDE INSURANCE
 (Continued) | Page 2
|                  |                                             |       

| |                                               |  |  |                        |  |  |  |  |  | 
| | --------------------------------------------- |  |  | ---------------------- |  |  |  |  |  | 
|
| | FOR
LENDER USE ONLY                           | 
| | INSURANCE VERIFICATION                        | 
| |                                               | 
| | DATE:                                         |  |  | PHONE   (949) 489-1510 | 
| |                                               |  | 
| | AGENTS
NAME: SHARON WALTERAGENCY:
STATE FARM | 
| | ADDRESS:                                      |  | 
| | INSURANCE
 COMPANY:                           |  | 
| | POLICY
 NUMBER:                               |  | 
| | EFFECTIVE
 DATES:                             |  | 
| |                                               | 
| | COMMENTS:                                     |  | 
| |                                               | 
|

|                                                                                                                                                                 
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                 
|LASER PRO Lending, Ver.
 5.32, 10.003 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights
 Reserved. - CA F:\APPS\LASERPRO\CFI\LPL\I10.FC TR-1076 PR-4

---

NOTICE OF INSURANCE REQUIREMENTS

|                                                                                                                                                                                                                                  |                     |          |                    |                              |                   |              |                     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | -------- | ------------------ | ---------------------------- | ----------------- | ------------ | --------------------
|                                                                                                                                                                                                                                 
|Principal                                                                                                                                                                                                                         | Loan Date10-10-2006 | Maturity | Loan No 
 20000606 | Call / Coll
             144 | Account 
 N000157 | Officer 
 AD | Initials (SIGNATURE)
|                                                                                                                                                                                                                                 
|References in the shaded
 area are for Lenders use only and do not limit the applicability of this
 document to any particular loan or item. 
 Any item above containing *** has been omitted due to text length
 limitations.
|                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                 

|          |                                                        |         |                               
|--------- | ------------------------------------------------------ | ------- | ------------------------------
|Borrower: | NEW WORLD
 MORTGAGE, INC.                              | Lender: | CommerceWest
 Bank            
|          | 41655
 DATE STREET                                     |         | Inland
 Empire Business Center
|          | MURRIETA,
 CA 92562                                    |         | 1611
 Pomona Road             
|          |                                                        |         | Corona, CA
 92880             
|          |                                                        |         | (951)
 582-9405               
|          |                                                        |         |                               
|Grantor:  | KEVIN LEONARD37765 AVENIDA LA CRESTAMURRIETA, CA 92562 |         |                               
|         

|    |                     |                        | 
|--- | ------------------- | ---------------------- | 
|TO: |                     |                        | 
|    | STATE FARM          |                       
|    | ATTN: SHARON WALTER | DATE: October 10, 2006
|    |                     |                       
|    |                     |                       

|    |                                                 
|--- | ------------------------------------------------
|RE: | Policy
 Number(s):
 Insurance Companies/Company:

Dear
SHARON WALTER:

NEW
WORLD MORTGAGE, INC. (Borrower), is obtaining a loan from CommerceWest Bank. Please send appropriate evidence
of insurance to CommerceWest Bank, together with the requested endorsements, on
the following property, which Grantor, KEVIN LEONARD (Grantor) is giving as
security for the loan.

|            |                                                                                                                                                                                                                                                                                                                                                                                             
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Collateral: | 2004 ROLLS ROYCE PHANTOM (VIN SCA1S68424UX07261). Type: Comprehensive and collision. Amount: Full Insurable
Value. Basis: Replacement
value.Endorsements: Lender loss
payable clause with stipulation that coverage will not be cancelled or
diminished without a minimum of 60 days prior written notice to Lender. Deductibles: $1,000.00. Latest Delivery Date: By the
loan
closing date.

GRANTOR:

|  |                  
|- | -----------------
|X | -s- Kevin Leonard
|  | KEVIN LEONARD    

RETURN TO:

| |                            |  |                                                                                                                                                                  
| | -------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                            |  |                                                                                                                                                                  
| | CommerceWest Bank          |  |                                                                                                                                                                  
| | 2111 Business Center Drive |  |                                                                                                                                                                  
| | Irvine, CA 92612           |  | LASER PRO Lending, Ver.
 5.32, 10.003 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights
 Reserved. - CA F:\APPS\LASERPRO\CFI\LPL\I11.FC TR-1076 PR-4
| |                            |  |                                                                                                                                                                  

---

LOAN CHECKLIST

|                                                                                                                                                                                                                               |                     |                      |                   |             |         |           |                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------- | -------------------- | ----------------- | ----------- | ------- | --------- | -------------------
|                                                                                                                                                                                                                              
|Principal
 $211,424.00                                                                                                                                                                                                         | Loan Date10-10-2006 | Maturity
 10-10-2013 | Loan No
 20000606 | Call / Coll | Account | OfficerAD | Initials(SIGNATURE)
|                                                                                                                                                                                                                              
|References in the shaded area are for Lenders use
only and do not limit the applicability of this document to any particular loan
or item.
Any item above containing * * * has been omitted due to text length
limitations.
|                                                                                                                                                                                                                              

|          |                          |         |                              
|--------- | ------------------------ | ------- | -----------------------------
|Borrower: | NEW WORLD MORTGAGE, INC. | Lender: | CommerceWest Bank            
|          | 41655 DATE STREET        |         | Inland Empire Business Center
|          | MURRIETA, CA 92562       |         | 1611 Pomona Road             
|          |                          |         | Corona, CA 92880             
|          |                          |         | (951) 582-9405               

| | 
| | 
|

DESCRIPTION

____ Loan Type: This is a
Fixed Rate (6.690%) Nondisclosable Loan to a Corporation for $211,424.00 due on
October 10, 2013.

____ Transaction Number:
1076.

____ Collateral: This
transaction is secured by Titled Collateral.

____ Officer: AD Drago,
Alyson

____ Processor: MB
Bakkelo, Mira

____ Standard
Product: 4 - Other Secured Loans - Promissory Note.

____ Standard Policy:
Commercial Loan Policy.

____ Branch Number
and Name: 20  Inland Empire Business Center.

____ General lending
Policy for this transaction is governed by California law. Collateral documents
printed through LASER PRO for this transaction will be governed by the
collateral law state as specified on the Collateral Summary Screen for each
piece of collateral.

____ LASER PRO has
identified this as a California Constitution transaction.

|
|
|

|               |                                                                                                     |  |   |                                                                                    
|-------------- | --------------------------------------------------------------------------------------------------- |  | - | -----------------------------------------------------------------------------------
|LOAN DOCUMENTS
|               |                                                                                                     |  |   |                                                                                    
|þ              | Loan Checklist                                                                                      |  | þ | Loan Request Summary                                                               
|þ              | Amortization Schedule                                                                               |  | þ | Corporate Resolution: NEW WORLD MORTGAGE, INC.                                     
|þ              | Business Loan Agreement                                                                             |  | þ | Customer Information Profile: NEW WORLD MORTGAGE,
 INC.                            
|þ              | Promissory Note                                                                                     |  | þ | CA Commercial Guaranty: MELISSA LEONARD                                            
|þ              | CA Commercial Guaranty: FRANCIS LEONARD                                                             |  | þ | CA Commercial Security Agreement: 2004 ROLLS                                       
|þ              | CA Commercial Guaranty: KEVIN LEONARD                                                               |  | þ | ROYCE PHANTOM (VIN SCA1S68424UX07261); owned by LEONARD                            
|þ              | Power of Attorney: 2004
 ROLLS ROYCE PHANTOM (VIN SCA1S68424UXO7261)                                |  | þ | Notice of Insurance Requirements: 2004 ROLLS ROYCE
 PHANTOM (VIN SCA1S68424UX07261)
|þ              | Agreement to Provide
 Insurance: 2004 ROLLS ROYCE PHANTOM (VIN SCA1S68424UX07261); owned by LEONARD |  | þ | Disbursement Request and Authorization                                             
|þ              | Notice of Final Agreement                                                                           |  | þ | Boarding Data Sheet: Transaction 1076                                              
|þ              | COMMERCEWEST SIMPLIFIED
 PRIVACY POLICY: FRANCIS LEONARD                                            |  | þ | COMMERCEWEST SIMPLIFIED PRIVACY POLICY: NEW WORLD
 MORTGAGE, INC.                  
|þ              | COMMERCEWEST SIMPLIFIED
 PRIVACY POLICY: MELISSA LEONARD                                            |  | þ | COMMERCEWEST SIMPLIFIED
 PRIVACY POLICY: KEVIN LEONARD                             

This list of documents may not include all the
documents needed for this transaction. Applications, verifications, and other
specialized documents may be needed.

|
|
|

ENTRY OMISSION WARNINGS TO LENDER

In processing this loan, any omission warnings in this
Entry Omissions section should be reviewed as provided below.

|
|
|

ADVISORY WARNINGS TO LENDER

þ NO
LOCATION. The Collateral Location for the California Titled Motor
Vehicle collateral described as 2004 ROLLS ROYCE PHANTOM (VIN
SCA1S68424UX07261) has not been entered on the appropriate Collateral Details
Screen. Therefore, the Grantors address is assumed to be the location of the
collateral.3CPRAS0011S

þ JURY
WAIVER. You have selected a jury waiver provision to be included in
your loan document when California law governs either a document in which the
provision is included or governs the transaction as a whole. The California
Supreme Court has held that predispute jury waiver provisions are not
enforceable under California law. Consult your legal counsel if you have
questions. 3BLEAS1323S

In processing this loan, any warnings in this
Advisory Warnings section should be reviewed as provided below.

|
|
|

CRITICAL WARNINGS TO LENDER

In processing this loan, any warnings in this
Critical Warnings section should be reviewed as provided below.

|
|
|

CHECKLIST WARNINGS

---

|                   |             |       
|------------------ | ----------- | ------
|LOAN
 CHECKLIST   
|Loan No:
 20000606 | (Continued) | Page 2
|                  

In
processing this loan, all warnings appearing above should be reviewed. All
closing documents should be reviewed by your compliance officer or legal
counsel as specified in the LASER PRO Loan Administrators Guide. If you have
questions about why LASER PRO has generated any warning, call HFS. If you have
legal questions about these warnings or this loan or what action to take, you
should seek the advice of your compliance officer or legal counsel.

|                                                                                                                                                                 
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                 
|LASER PRO Lending, Ver.
 5.32. 10.003 Copr. Harland Financial Solutions. Inc. 1997, 2006. All Rights Reserved. - CA F:\APPS\LASERPRO\CFI\LPL\A05.FC
 TR-1076 PR-4

---

LOAN REQUEST SUMMARY

|                                                                                                                                                                                                                               |                     |                       |                    |             |         |              |         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------- | --------------------- | ------------------ | ----------- | ------- | ------------ | --------
|                                                                                                                                                                                                                              
|Principal
 $211,424.00                                                                                                                                                                                                         | Loan Date10-10-2006 | Maturity 
 10-10-2013 | Loan No 
 20000606 | Call / Coll | Account | Officer 
 AD | Initials
|                                                                                                                                                                                                                              
|References in the shaded area are for Lenders use only and do not limit the
 applicability of this document to any particular loan or item.Any item above containing * * * has been omitted due to text length limitations.
|                                                                                                                                                                                                                              

|          |                          |         |                              
|--------- | ------------------------ | ------- | -----------------------------
|Borrower: | NEW WORLD MORTGAGE, INC. | Lender: | CommerceWest Bank            
|          | 41655 DATE STREET        |         | Inland Empire Business Center
|          | MURRIETA, CA 92562       |         | 1611 Pomona Road             
|          |                          |         | Corona, CA 92880             
|          |                          |         | (951) 582-9405               

| | 
| | 
|

INSTALLMENT
LOAN
(Fixed Rate)


|                           |  |          |             |         |  |         | 
|-------------------------- |  | -------- | ----------- | ------- |  | ------- | 
|                           |  | Financed |             | In Cash | 
|                           |  |          |             |         |  |         | 
|AMOUNT REQUESTED:          |  |          | $211,424.00 |         |  |         | 
|                           |  |          |             |         |  |         | 
|PREPAID
 FINANCE CHARGES:  |  |          | 0.00        |         |  |         | 
|                           |  |          |             |         |  |         | 
|SECURITY INTEREST CHARGES: |  |          |             |         |  |         | 
|Loan
 Documentation Fee    |  |          |             |         |  | 500.00  | 
|Processing
 Fee            |  |          |             |         |  | 377.00  | 
|                           |  |          |             |         |  |         | 
|NOTE AMOUNT:               |  |          | $211,424.00 |         |  | $877.00 | 

|                       |           
|---------------------- | ----------
|PAYMENT CALCULATION:   |           
|Interest
 Method:      | 365/365   
|Disbursement
 Date:    | 10-10-2006
|First
 Payment Date:   | 11-10-2006
|Due
 Date:             | 10-10-2013
|Payment
 Period:       | Monthly   
|Total
 Number of Pmts: | 84        
|Interest
 Rate:        | 6.690     
|Credit
 Insurance:     | None      
|Amount
 of Reg Pmt:    | $3,159.55 
|Final
 Payment:        | $3,159.08 

Payment
Schedule.
Borrowers payment schedule consists of the following: 83 monthly consecutive
payments of $3,159.55 each, beginning November 10, 2006, with interest
calculated on the unpaid principal balances at an interest rate of 6.690% per
annum; and one payment of $3,159.08 on October 10, 2013, with interest
calculated on the unpaid principal balances at an interest rate of 6.690% per
annum. This estimated final payment is based on the assumption that all payments
will be made exactly as scheduled; the actual final payment will be for all
principal and accrued interest not yet paid, together with any other unpaid
amounts under the Note.

|          |                          |                            |                             
|--------- | ------------------------ | -------------------------- | ----------------------------
|APR6.695% | FINANCE CHARGE$53,977.73 | AMOUNT FINANCED$211,424.00 | TOTAL OF PAYMENTS$265,401.73

|                                  
|----------------------------------
|COLLATERAL:    Titled
 Collateral.
|                                  
|TRANSACTION NUMBER:      1076     

|        |                                                                                                                                                                                                                                                                                                 
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTICE: | This Loan Request Summary is for informational
 purposes only and does not obligate Lender in any way to make this loan or
 any other loan to Borrower. The fees and charges listed above are estimates
 only; and, if a loan is made, different or additional fees and charges may be
 imposed.

|                                                                                                                                                                
|----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                
|                                                                                                                                                                
|LASER PRO Lending, Ver. 5.32. 10.003 Copr. Harland Financial Solutions, Inc. 1997, 2006. All Rights
 Reserved. - CA F:\APPS\LASERPRO\CFI\LPL\A10.FC TR-1076 PR-4

---

BOARDING DATA SHEET

|                                                                                                                                                                                                                            |                     |                       |                    |             |         |           |                     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | --------------------- | ------------------ | ----------- | ------- | --------- | --------------------
|                                                                                                                                                                                                                           
|Principal
 $211,424.00                                                                                                                                                                                                      | Loan Date10-10-2006 | Maturity 
 10-10-2013 | Loan No 
 20000606 | Call / Coll | Account | OfficerAD | Initials (SIGNATURE)
|                                                                                                                                                                                                                           
|References in the shaded area are for Lenders use only and do not limit the applicability of this document to any particular loan or
item.Any item above containing *** has been omitted due to text length limitations.
|                                                                                                                                                                                                                           

|          |                           |         |                               
|--------- | ------------------------- | ------- | ------------------------------
|Borrower: | NEW WORLD
 MORTGAGE, INC. | Lender: | CommerceWest
 Bank            
|          | 41655
 DATE STREET        |         | Inland
 Empire Business Center
|          | MURRIETA,
 CA 92562       |         | 1611
 Pomona Road             
|          |                           |         | Corona, CA
 92880             
|          |                           |         | (951)
 582-9405               

|                      
|----------------------
|CUSTOMER
 DATA SUMMARY

|                                                                                            |  |                         |  |                                                                       |  |                                           |  |                            
|------------------------------------------------------------------------------------------- |  | ----------------------- |  | --------------------------------------------------------------------- |  | ----------------------------------------- |  | ---------------------------
|NEW WORLD MORTGAGE, INC.Street Address: 41655 DATE STREET
 Mailing Address:
 Primary Phone: |  | 33-0957773MURRIETAExt:  |  | CorporationCA 92562Instructions:                                      |  | BorrowerCounty: RIVERSIDECounty:          |  | Cust #:Phone:NAICS:
 522310
|                                                                                            |  |                         |  |                                                                       |  |                                           |  |                            
|Resolution: New Resolution                                                                  |  |                         |  |                                                                       |  |                                           |  |                            
|                                                                                            |  |                         |  |                                                                       |  |                                           |  |                            
|Officer of NEW
 WORLD MORTGAGE, INC.:                                                       |  |                         |  |                                                                       |  |                                           |  | Title: Secretary           
|                                                                                            |  |                         |  |                                                                       |  |                                           |  |                            
|MELISSA
 LEONARDStreet Address: 37765 AVENIDA LA
 CRESTAPrimary Phone:                      |  | ###-##-####MURRIETAExt: |  | IndividualCA 92562Instructions:                                       |  | OfficerCounty: SAN BERNADINO              |  | Cust #:Phone:              
|                                                                                            |  |                         |  |                                                                       |  |                                           |  |                            
|Officer of NEW
 WORLD MORTGAGE, INC.:                                                       |  |                         |  |                                                                       |  |                                           |  | Title: President           
|                                                                                            |  |                         |  |                                                                       |  |                                           |  |                            
|FRANCIS LEONARDStreet Address: 33023 ROMERO DRIVEPrimary Phone:                             |  | ###-##-####TEMECULAExt: |  | IndividualCA 92592Instructions:                                       |  | OfficerCounty:
 SAN BERNADINO             |  | Cust #:Phone:              
|                                                                                            |  |                         |  |                                                                       |  |                                           |  |                            
|MELISSA
 LEONARDStreet Address: 37765 AVENIDA LA
 CRESTAPrimary Phone:                      |  | ###-##-####MURRIETAExt: |  | IndividualGuaranty Amount:CA 92562Instructions:                       |  | GuarantorUnlimitedCounty:
 SAN BERNADINO  |  | Cust #:Phone:              
|                                                                                            |  |                         |  |                                                                       |  |                                           |  |                            
|KEVIN LEONARDStreet Address: 37765 AVENIDA LA
 CRESTAPrimary Phone:                         |  | ###-##-####MURRIETAExt: |  | Individual
Guaranty
Amount:CA 92562 

                 
Instructions: |  | Guarantor
 UnlimitedCounty: SAN BERNADINO |  | Cust #:Phone:              
|                                                                                            |  |                         |  |                                                                       |  |                                           |  |                            
|FRANCIS LEONARDStreet Address: 33023 ROMERO DRIVEPrimary Phone:                             |  | ###-##-####TEMECULAExt: |  | IndividualGuaranty
 Amount:CA 92592Instructions:                      |  | GuarantorUnlimitedCounty: SAN BERNADINO   |  | Cust #:Phone:              

|                   
|-------------------
|TRANSACTION SUMMARY

|                        |                                                                                               
|----------------------- | ----------------------------------------------------------------------------------------------
|Transaction
No.: 1076   | Product
Description: 4 - Other Secured Loans -
Promissory Note                                
|Product
Category: 2     | Purpose: Loan is not for Personal, Family, Household
Purposes or Personal Investment Purposes.
|Loan
Policy: Commercial | Specific
Loan Purpose: TO PURCHASE A VEHICLE                                                  

|                    
|--------------------
|CLASSIFICATION
 DATA

|                                               |  |                                               |  |                      
|---------------------------------------------- |  | --------------------------------------------- |  | ---------------------
|Application
No:                                |  | Branch:
20 Inland Empire Business Center      |  | Employee Loan: No    
|Application
Date:                              |  | Dept:                                         |  | Restricted
Access: No
|Loan
No: 20000606                              |  | Division:                                     |  | Reg O Loan: No       
|Loan
Date: 10-10-2006                          |  | Region:                                       |  | Comments:            
|Officer:
AD Drago, Alyson                      |  | Loan
Type: Installment (Direct - Installment) |  |                      
|Processor
No: MB Bakkelo, Mira                 |  | Loan
Class: New Loan                          |  |                      
|Collateral Code:                               |  | Purpose
Code:                                 |  | Portfolio Code:      
|Charge
Code:                                   |  | Class
Code:                                   |  | Host
System:         
|Call
Code:                                     |  | User
Code 1:                                  |  | User Code 2:         
|User Code 3:                                   |  | User Code 4:                                  |  | User Code 5:         
|User
Code 6:                                   |  | User
Code 7:                                  |  | User Code 8:         
|Automatic
Payments Account: 40200180, CHECKING |  |                                              

|                  
|------------------
|COLLATERAL SUMMARY

|                |  |                        |  |                                                   |  |         |  |             |  |               |  |               
|--------------- |  | ---------------------- |  | ------------------------------------------------- |  | ------- |  | ----------- |  | ------------- |  | --------------
|Type            |  | SubType                |  | Description                                       |  | State   |  | Value       |  | PurchaseMoney |  | CollateralCode
|TitledOwner(s): |  | Motor Vehicle          |  | 2004 ROLLS ROYCE
 PHANTOM (VIN SCA1S68424UX07261) |  | CA      |  | $247,000.00 |  | Y             |  |               
|                |  |                        |  |                                                   |  |         |  |             |  |               |  |               
|KEVIN LEONARD   |  | ###-##-#### Individual |  |                                                   |  | Cust #: |  |             |  |              

---

|                  |                     |       
|----------------- | ------------------- | ------
|                  | BOARDING DATA SHEET |       
|Loan No: 20000606 | (Continued)         | Page 2
|                 
|                  |                     |       

|                                        |  |          |  |               |  |                             
|--------------------------------------- |  | -------- |  | ------------- |  | ----------------------------
|Street Address: 37765 AVENIDA LA CRESTA |  | MURRIETA |  | CA 92562      |  | County:
 SAN BERNADINOPhone:
|Primary
 Phone:                         |  | Ext:     |  | Instructions: |  |                             

|            
|------------
|PAYMENT DATA

INSTALLMENT LOAN
(Fixed
Rate)

|                                                           |   |            |            |         |   |        | 
|---------------------------------------------------------- | - | ---------- | ---------- | ------- | - | ------ | 
|                                                           |   | Financed   |            | In Cash |  
|AMOUNT
 REQUESTED:                                         |   | $          | 211,424.00 |         |   |        | 
|PREPAID
 FINANCE CHARGES:                                  |   |            | 0.00       |         |   |        | 
|SECURITY
 INTEREST CHARGES:                                |   |            |            |         |   |        | 
|Loan Documentation Fee                                     |   |            |            |         |   | 500.00 | 
|Processing Fee                                             |   |            |            |         |   | 377.00 | 
|NOTE AMOUNT:                                               |   | $          | 211,424.00 |         | $ | 877.00 | 
|DISBURSEMENTS:                                             |   |            |            |         |   |        | 
|Payable:     EUROCAR,
 INC. (CASHIER CHECK ISSUED AT IEBC) | $ | 211,424.00 |           
|                                                           |   |            |           
|PAYMENT CALCULATION:                                       |   |            |           

|                          |  |        |          |         |            |                                 
|------------------------- |  | ------ | -------- | ------- | ---------- | --------------------------------
|No. of Pmts               |  | Amount |          |         | Due       
|83                        |  | $      | 3,159.55 |         |            | Monthly
 beginning 11-10-2006   
|1                         |  | $      | 3,159.08 |         |            | One Payment beginning 10-10-2013
|                          |  |        |          |         |           
|Disbursement Date:        |  |        |          |         | 10-10-2006
|Due Date:                 |  |        |          |         | 10-10-2013
|                          |  |        |          |         |           
|INTEREST
 RATE SELECTION: |  |        |         
|                          |  |        |          |         |           
|Interest Method:          |  |        |          | 365/365
|                          |  |        |          |         |           
|Interest Rate:            |  |        |          | 6.690  

|          |                          |                            |                             
|--------- | ------------------------ | -------------------------- | ----------------------------
|APR6.695% | FINANCE CHARGE$53,977.73 | AMOUNT FINANCED$211,424.00 | TOTAL OF PAYMENTS$265,401.73

|                     
|---------------------
|ADDITIONAL PROVISIONS

BOARDING DATA.OBTAIN INSURANCE, DEALER
WILL PROCESS DMV PAPER WORK, ADVANCE FULL LOAN AMOUNT, IEBC WILL DEBIT LOAN WIP TO ISSUE C/C.

|                                                                                                                                                               
|---------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                               
|                                                                                                                                                               
|LASER PRO Lending, Ver. 5.32.10.008 Copr. Harland Financial Solutions, Inc. 1997, 2006. All Rights
 Reserved. - CA F:\APPS\LASERPRO\CFI\LPL\I40.FC TR-1078 PR-4

---