dii_ex10ee.htm


    
      
        EXHIBIT 10.EE

        LOAN AND SECURITY
AGREEMENT

      

       

      This
Agreement is made this 20th day
of April, 2010 by and among Crestmark Bank, a Michigan banking corporation,
whose address is 5480 Corporate Drive, Suite 350, Troy, Michigan 48098 ("Crestmark"), and
Decorator Industries, Inc. a Pennsylvania corporation ("Borrower") whose
chief executive office is located at 10011 Pines Blvd., Pembroke Pines, FL 33024
and William Johnson with an address at 11304 Port Street, Cooper City, FL 33026
and Michael Solomon with and address at 1675 Lakeshore Circle, Weston, FL 33326
(collectively "Validity Guarantor").

       

      BACKGROUND:

       

      Borrower
desires to borrow, from time to time, certain sums of money from Crestmark on
the terms and conditions set forth in this Agreement;

       

      Crestmark
is willing to lend such sums to Borrower, provided Borrower complies with all of
the terms and conditions set forth in this Agreement; and

       

      The
repayment of the Loan will be secured by a security interest in certain personal
property of Borrower.

       

      NOW, THEREFORE, in
consideration of the mutual promises and covenants and subject to the terms and
conditions of this Agreement, the parties agree as follows:

       

      1.    DEFINITIONS:

       

      1.1 "Accounts
Receivable" or "Account" has the meaning ascribed
to such terms under the UCC, and, without limiting the foregoing, will also mean
and include any and all other forms of obligations now owned or hereafter
arising or acquired by Borrower evidencing any obligation for payment for goods
of any kind, nature, or description sold or leased or services rendered, and all
proceeds of any of the foregoing.

       

      1.2 "Account
Debtor" means any party liable
to Borrower for the payment of an Account.

       

      1.3 "Advance
Formula" means an amount which is
the lesser of:

       

      (a) TWO MILLION AND NO/100 DOLLARS
($2,000,000) (the "Maximum Amount");
OR

       

      (b) Up to EIGHTY-FIVE PERCENT (85%) of
Eligible Accounts Receivable.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      The
Advance Formula will be computed daily. Ineligible Accounts Receivable are
determined based on the most recent Accounts Receivable Aging Report and
Accounts Payable Aging Report received by Crestmark and at such times as
Crestmark deems necessary, but generally once per week, although they may be
determined more frequently

       

      The
amount that Borrower is otherwise entitled to borrow pursuant to this formula
may also be reduced by the reserve amount set forth in Section 2.7.

       

      1.4 "Agreement" means this Loan and
Security Agreement, and all amendments, modifications, extensions and renewals
hereof.

       

      1.5 "Borrower" is defined in the
preamble to this Agreement.

       

      1.6 "Cash
Collateral Account" is defined in Section
6.9.

       

      1.7 "Collateral" means all of Borrower's,
wherever located, and now owned or hereafter acquired: (a) Accounts; (b) Goods;
(c) Inventory; (d) Chattel Paper; (e) Instruments, including Promissory Notes;
(f) Documents; (g) Deposit Accounts; (h) money (i) Letter of Credit Rights; (j)
Supporting Obligations; and (k) to the extent not listed above as original
collateral, all proceeds and products of the foregoing. Capitalized terms used
in this paragraph or elsewhere in this Agreement, but not otherwise defined
herein, have the meanings given to them under Article 9 of the UCC, or absent
definition in Article 9, in any other article of the UCC.

       

      1.8 "Collateral
Documents" means any and all
documents, instruments, notes, and agreements, referred to in this Agreement or
executed in connection herewith, now existing or hereafter arising, including
the Note and all guaranties.

       

      1.9 "Crestmark" is defined in the
preamble to this Agreement.

       

      1.10 "Default" means and exists upon
the occurrence of any breach, omission, violation, misstatement, non-observance
or non-performance by Borrower or Validity Guarantor of any representation,
warranty, covenant, term, condition, obligation, provision or undertaking under
this Agreement or any of the Collateral Documents, including, Borrower's failure
to pay any Indebtedness immediately on demand by Crestmark.-

       

      1.11 "Eligible
Account Receivable" means the face value
stated on each Account of Borrower that arises in the ordinary course of
business and is represented by an invoice of Borrower, which invoice is due and
owing to Borrower, is free of any dispute, offset or counterclaim and which
invoice has all conditions precedent thereto completely fulfilled. Excluded from
an Eligible Account Receivable is any Account which meets any of the
following:

       

      (a) any Account that is unpaid more
than ninety (90) days after the date of the
invoice;

       

      (b) any Account in which the Account
Debtor is a parent, subsidiary or affiliate
of Borrower unless otherwise approved by Crestmark in its sole discretion,
determined in a
commercially reasonable fashion.

       

      (c) Accounts
due from any one Account Debtor to the extent such Accounts are in excess of the
lesser of One Hundred Fifty Thousand Dollars and no/100 ($150,000) or ten
percent (10%) of the total outstanding Accounts of Borrower, however, such
limits may be increased for specified accounts upon the request of Borrower
subject to the reasonable consent of Crestmark.

       

      (d) all
Accounts due from any Account Debtor from whom twenty percent (20%) or more of
the total accounts of said Account Debtor remain unpaid more than ninety (90)
days after the date of the invoice;

       

      (e) any
Account in which the Account Debtor is the United States government, any state
of the United States, any city, town, or municipality, or any foreign
government, non-United States company, or a United States company located
outside of the United States except for Accounts from Account Debtor's located
in Canada ("Canada Accounts") from which payment shall be made in US Dollars and
the aggregate of such Canada Accounts shall not exceed five percent (5%) of the
total outstanding Eligible Accounts Receivable of Borrower without Crestmark's
prior consent.

       

      (f) any
Account arising as a result of a sale to the Account Debtor on a bill-and-hold,
guaranteed sale, C.O.D., sale-and-return, sale-on-approval, consignment or any
other situation where payment by the Account Debtor may be
conditional;

      (g) any
Account which is a contra account or any Account from an Account Debtor who is
also Borrower's creditor or supplier, to the extent of the amount owing by
Borrower to the Account Debtor;

       

      (h) any Account arising from tooling;
and

       

      (i) any Account or Account Debtor that
is unacceptable to Crestmark in its sole
discretion, exercised in a commercially reasonable manner.

       

      1.12 "GAAP" means generally
accepted accounting principles as in effect in the United
States from time to time.

       

      1.13 "Indebtedness" means all indebtedness
of Borrower to Crestmark, now existing r
hereafter arising, including:

       

      (a) the Loan,
and all loans, indebtedness, expenses and liabilities of Borrower and/or
Validity Guarantor to Crestmark whether arising under this Agreement, any of the
Collateral Documents, or any other agreements or instruments of whatsoever kind,
nature and description, primary or secondary, direct, absolute or contingent,
due or to become due, and whether now existing or hereafter arising and
howsoever evidenced or acquired, and whether joint, several, or joint and
several;

       

      (b) all
advances made by Crestmark for the protection, maintenance or preservation of
the Collateral, including, advances for taxes, levies, assessments, insurance or
maintenance of the Collateral, and actual attorneys fees;

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (c) all
amounts owed under any modifications, renewals or extensions of any f the
foregoing;

       

      (d) all costs
and expenses, including actual attorneys' fees, incurred by Crestmark in
connection with or arising out of the Loan, the protection, enforcement and
collection of this Agreement, the Collateral Documents and the Indebtedness and
the disposition of the Collateral; and

       

      (e) any of
the foregoing that arises after the filing of a petition by or against Borrower
under the Bankruptcy Code, even if the obligations do not accrue because of the
automatic stay under Bankruptcy Code Section 362 or otherwise.

       

      1.14 "Loan" means the revolving line
of credit loan as described in Section 2, any Money Advances made thereunder,
and the Note, collectively.

       

      1.15 "Loan
Account" means the account set up
in Borrower's name on Crestmark's books in connection with the Loan and in which
all payments due to and from Borrower will be reflected.

       

      1.16 "Lockbox" is defined in Section
6.9.

       

      1.17 "Money
Advance" means a loan or
disbursement of money by Crestmark, or any other advance of credit by Crestmark,
including, amounts for the payment of interest, fees and expenses of Borrower
under the Loan or any loan.

       

      1.18 "Note" means the Promissory
Note (Line of Credit) and any other note executed by Borrower evidencing the
Loan or a loan by Crestmark to Borrower, including all renewals, extensions,
amendments, modifications, restatements, roll-overs or substitutions thereof,
from time to time.

       

      1.19 "Permitted
Encumbrance" means any of the
existing obligations set forth on Exhibit "A," if any, without increase,
amendment, or refinancing thereof. If Exhibit "A" is left blank, no Permitted
Encumbrances exist.

       

      1.20 "Person" means and includes an
individual, partnership, limited partnership, corporation, limited liability
company, trust, or governmental agency.

       

      1.21 "Subordinated
Debt" means
any and all indebtedness presently or in the future incurred by Borrower to any
creditor of Borrower entering into a written subordination agreement with
Crestmark.

       

      1.22 "Tangible
Net Worth" means, as of the date of
determination, total assets less total liabilities less the sum of (i) the
aggregate amount of non-trade Accounts Receivable, including Accounts Receivable
from affiliated or related Persons; (ii) prepaid expenses; (iii) deposits; (iv)
goodwill; and (v) any other asset which would be treated as an intangible asset
(with the exception of software) under GAAP plus Subordinated Debt.

       

      1.23 "UCC" means the Uniform
Commercial Code as currently in effect in Michigan and as amended.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      1.24 "Validity
Guarantor" is defined in the
preamble to this Agreement.

       

      1.25 "Working
Capital Ratio" means as of the date of
determination, current assets divided by current liabilities. Current
liabilities shall be reduced by the existing debt due to Wachovia Bank
("Wachovia") included in current liabilities.

       

      1.26 Accounting
Terms: Any
accounting terms used in this Agreement unless otherwise indicated, have the
meanings customarily given to them in accordance with GAAP.

       

      2.    LOAN
COMMITMENT:

       

      2.1  Line of Credit Loan
Commitment:

       

      (a) Commitment to Lend:
Subject to the terms and conditions contained in this Agreement, and upon the
condition that no Default exists or would result therefrom, and further provided
all conditions precedent have been met as of the date of any request for a Money
Advance, Crestmark agrees that it may, from time to time, make Money Advances to
Borrower pursuant to the terms of this Agreement. Any Money Advances by
Crestmark after a Default will not be a waiver of the requirement that no
Default exists, nor will Crestmark be prevented from refusing any subsequent
Borrower request for a Money Advance.

       

      (b) Maximum Commitment:
Notwithstanding the loan commitment made in Section 2.1(c), at no
time will the total of all Money Advances outstanding exceed the Advance
Formula. Any Money Advances outstanding in excess of the Advance Formula must be
immediately repaid to Crestmark by Borrower.

       

      (c) Repayment/Interest
Rate: Interest on the Note will be paid monthly. Crestmark may, in its
sole discretion, exercised in a commercially reasonable manner, collect any
Indebtedness, including any principal, interest, fees and expenses, due
Crestmark by (a) directly applying any funds in the lockbox and Cash Collateral
Account, (b) directly applying funds from any reserve established by Crestmark,
whether or not a Default exists, (c) collecting such amounts directly from
Borrower, or (d) otherwise collecting such amounts due. The interest rate on the
Loan and the default interest rate are both set forth in the Note.

       

      
        (d)  Use of Proceeds:
Borrower agrees to use the proceeds as working capital and to reduce its debt to
Wachovia.

      

       

      (e) Due on
Demand: This Note will be due in full on demand by Crestmark.


       

      2.2  Borrowing
Procedure: To request Money
Advances, Borrower must furnish to Crestmark
a borrowing certificate, in form and substance satisfactory to Crestmark (the
"Borrowing
Certificate"). The Borrowing Certificate must reflect the Advance Formula and
the Loan
Account as of the certificate date. A Borrowing Certificate may be submitted
daily to Crestmark,
but in all events, must be submitted at least on a weekly basis. Borrower may
request a
Money Advance under the Loan on any day Crestmark is open for business. Any
Borrowing
Certificate submitted after 10:30 a.m. will be treated as having been submitted
the following
business day. All activity occurring since the last Borrowing Certificate must
be supported
by invoices, credit memos, a sales journal, cash receipts journal, evidence of
delivery of goods,
proof of shipment, proof of performance of services, time sheets and any other
documentation
Crestmark requests in its sole discretion.  By submitting the
Borrowing

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Certificate,
Borrower is reaffirming that no Default exists to the best of its knowledge
after diligent inquiry as of the date of the requested borrowing and remaking
each of the representations and warranties set forth in this
Agreement.

       

      2.3 Disputes
with Account Debtors: Borrower will
immediately notify Crestmark of any invoices that have been rejected or the
amount thereof disputed, in whole or in part, by any Account Debtor. These
invoices will then be eliminated as an Eligible Account Receivable. Borrower
must also immediately inform Crestmark of Borrower's receipt of written or
verbal notice of the rejection of goods or services by any Account Debtor,
delays in delivery of goods, non-performance of contracts or services, and of
any assertion or threatened assertion of any claims, offsets or counterclaims by
Account Debtors. Borrower will also furnish to, and inform Crestmark of, to the
extent confirmed by Borrower, all material adverse information relating to the
financial condition of any Account Debtor.

       

      2.4 Commitment
Fee: At
closing, Borrower will pay Crestmark a non-refundable Commitment Fee in the
aggregate amount of one percent (1 %) of the Maximum Amount for the extension of
the Loan, which fee has been fully earned by Crestmark by its execution of this
Agreement. On each one year anniversary of this Agreement, if any Indebtedness
is still outstanding, or this Agreement is still in effect, Borrower will pay
Crestmark a renewal fee of one percent (1%) of the Maximum Amount, which fee
will be fully earned by Crestmark on each anniversary date. As a courtesy to
Borrower, the Commitment Fee may be paid in twelve (12) equal consecutive
monthly payments commencing on date of execution of this Agreement, or for any
later Commitment Fee, the anniversary of the date of execution of this
Agreement, and continuing on the first day of each month
thereafter.

       

      2.5 Monthly
Maintenance Fee: Each month Borrower will
pay Crestmark a monthly maintenance fee of FOUR-TENTHS OF ONE PERCENT (0.40%) of
the monthly average principal balance of the Loan outstanding from the preceding
month as a maintenance fee commencing on the tenth (10th) day of May, 2010 and
continuing on the tenth (10th) day
of each month thereafter until Borrower has no Indebtedness outstanding and this
Agreement is terminated. Notwithstanding the foregoing, the foregoing
maintenance fee will be a minimum of TWO-THOUSAND FIVE-HUNDRED DOLLARS AND
NO/100 ($2,500.00) per month until this Agreement is terminated and Crestmark is
repaid the Indebtedness in full, including any exit fee contained in the
Note.

       

      2.6 Exit
Fee: Borrower will pay
Crestmark an exit fee as set forth in the Note.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      2.7      Reserves
Against Availability: If Crestmark, in its
sole reasonable discretion, exercised
in a commercially reasonable manner, believes that the prospect for repayment of
any
Indebtedness is jmpaired, its Collateral margin is insufficient, or any other
issues, circumstances
or facts have arisen that could otherwise negatively impact Borrower, its
business,
financial condition or assets, Crestmark may establish reasonable cash reserves
and credit
balances to protect its interests and the repayment of the Indebtedness. In
addition, Crestmark
may also establish a Dilution Reserve, as defined below. The reserve may be
funded by
reducing the Advance Formula to achieve the target reserve level, withholding
monies
due Borrower from any collections Crestmark receives, from a cash payment from
Borrower
or any other method Crestmark chooses in its reasonable discretion after notice
to Borrower.
The reserve will be in such amounts as Crestmark, in its sole reasonable
discretion, deems
appropriate. Money in the reserve account will not earn interest for Borrower,
and Crestmark
may apply the funds in the Reserve to reduce the Indebtedness at any time
Crestmark
elects, regardless of whether a Default exists.

       

      "Dilution
Reserve" means the Dilution Percentage less the Base Dilution. The Dilution
Percentage is defined as: (i) uncollectable sales (as determined by Crestmark in
its sole discretion, exercised in a commercially reasonable manner, and
including all sales subject to a customer dispute) divided by (ii) total sales
and (iii) stated as a percentage, as reasonably determined by Crestmark. Base
Dilution means: five percent (5%). Crestmark shall reserve the advance rate for
Eligible Accounts by one percent (1%) for each percentage point, or part
thereof, that Base Dilution exceeds 5%.

       

      2.8 Late
Reporting Fee: Borrower will pay
Crestmark a fee ("Late
Reporting Fee") in an amount equal to One Hundred Fifty Dollars ($150.00)
per business day for any day in which any report, financial statement or
schedule required by this Agreement is delivered_late, unless Crestmark has
specifically granted in writing an extension of time within which to deliver
said report, financial statement or schedule.

       

      2.9 Lockbox
Fee. Each
month the Borrower will pay all costs in connection with the Lockbox and the
Cash Collateral Account, as determined by Crestmark from time to time. At
present time, the Lockbox Fee is $250.00 per month.

       

      2.10 Documentation
Fee. In
consideration of the extension of the Loan and the execution of this Agreement,
Borrower will pay Crestmark a documentation fee of $1,250.00 which fee is fully
earned as of the date hereof and is non-refundable.

       

      2.11 Over
Advance Fee. In the event Borrowers
Indebtedness exceeds the Advance Formula (the "Over Advance"), Crestmark may
charge an Over Advance Fee of the greater of Two-Hundred Fifty Dollars and
no/100 ($250.00) or 0.0493% per day on the amount of such Over Advance. Further
such Over Advance Fee shall not constitute a waiver of any rights Crestmark may
have as a result of an Over Advance.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      3.    LOAN
ACCOUNT:

       

      3.1 Loan
Account: All
Indebtedness under this Agreement will be charged to the Loan Account. Crestmark
will provide Borrower, a monthly statement of the Loan Account, which will be
deemed to be correct and accepted by and binding upon Borrower and Validity
Guarantor, unless Crestmark receives a written statement of exception within ten
(10) business days of mailing such statement.

       

      3.2 Payments
to Loan Account: Crestmark will debit the
Loan Account the amount of each Money Advance when made or incurred. Three (3)
business days after the occurrence of the last of the following (i) the
collection of checks and other credit instruments (and subject to final
collection) in the Cash Collateral Account and (ii) Borrower reporting the funds
on its Borrowing Certificate, Crestmark will credit Borrower's Loan Account the
net amount of cash received by Crestmark; provided,
however, Crestmark will give
Borrower immediate credit on such funds for calculating availability under the
Advance Formula. If any check or other credit instrument for which Crestmark has
granted Borrower credit is not paid, any credit so given will be reversed, and
the Indebtedness restored. Notwithstanding the foregoing, Crestmark, in its sole
discretion, exercised in a commercially reasonable manner, may decide not to
immediately credit the Advance Formula if Crestmark determines that a particular
check or credit instrument might not be immediately collectible from the maker
or paying bank. Crestmark will have the right, in its sole discretion, exercised
in a commercially reasonable manner, to extend the holding periods set forth
above based upon concerns about the receipt of good funds.

       

      4.    SECURITY
INTEREST:

       

      4.1Grant of
Security Interest: Borrower grants to
Crestmark a continuing security interest
in and first priority lien on the Collateral to secure the payment of the
Indebtedness and the
performance of all of Borrower's obligations under this Agreement and the
Collateral Documents.
Borrower acknowledges that nothing contained in this Agreement or any other
agreement
will be (i) construed as an agreement by Crestmark to resort to or look to a
particular type of
the Collateral as security for the repayment of the Indebtedness or (ii) deemed
to limit or reduce
any security interest in or lien upon any portion of the Collateral for the
Indebtedness.

       

      4.2 Perfection of Security
Interest:

       

      (a) Filing of Financing
Statement: Borrower irrevocably authorizes Crestmark, at any time and
from time to time, to file any initial financing statements and amendments
thereto describing the Collateral and perfecting Crestmark's security interest
therein. Borrower will pay all taxes and other costs of the filing and any other
costs associated therewith. Borrower also ratifies the filing of any financing
statement already filed by Crestmark prior to the date hereof.

       

      (b) Possession: Borrower
will have possession of the Collateral, except where Crestmark chooses to
perfect its security interest by possession in addition to the filing of a
financing statement. If the Collateral is in the possession of a third party,
Borrower will join with Crestmark in notifying the third party of Crestmark's
security interest and obtaining an acknowledgement from the third party that it
is holding the Collateral for the benefit of Crestmark.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (c) Control: Borrower
will cooperate with Crestmark in obtaining control with respect to the
Collateral consisting of: (i) Deposit Accounts; (ii) Investment Property; (iii)
Letter-of-Credit rights; and (iv) Electronic chattel paper;

       

      (d) Marking of Chattel
Paper: Borrower will not create any Chattel Paper without placing a
legend on the Chattel paper acceptable to Crestmark indicating that Crestmark
has a security interest in the Chattel Paper.

       

      4.3 No
Disposition of Collateral: Crestmark does not
authorize, and Borrower agrees not to (a) sell, transfer, lease or otherwise
dispose of any of the Collateral; (b) license any of the Collateral; or (c)
grant any other lien, encumbrance or security interest in any of the Collateral.
Further, Borrower agrees that it will not, without the prior written consent of
Crestmark, grant a security interest or lien in any of Borrower's Equipment,
Investment Property, General Intangibles and/or Commercial Tort Claims (as such
terms are defined in the UCC).

       

      4.4 Borrower
Remains Liable: Notwithstanding anything
contained herein to the contrary, except to the extent caused by Crestmark's
gross negligence or willful misconduct, (a) Borrower will remain liable for all
damages, obligations, and liabilities under the contracts and agreements
included in the Collateral to perform all of its duties and obligations to the
same extent as if this Agreement had not been executed, (b) the exercise by
Crestmark of any of its rights under this Agreement or the Collateral Documents
will not release Borrower from any of its duties or obligations under the
contracts and agreements included in the Collateral and (c) Crestmark will have
no obligation or liability under the contracts and agreements included in the
Collateral, nor will Crestmark be obligated to perform any of the obligations or
duties of Borrower thereunder or to take any action to collect or enforce any
claim for payment. Borrower will pay all taxes, levies, assessments and charges
of any kind upon or related to the Collateral, Borrower's business, income,
revenues and assets.

       

      5.    REPRESENTATIONS AND
WARRANTIES:

       

      Borrower
represents and warrants to Crestmark that:

       

      5.1 Organization
and Authority: Borrower is a
corporation, duly organized and in good standing under the laws of the State of
Pennsylvania and has the power and authority to own its assets and transact its
business. The exact legal name of Borrower is set forth on the first page of
this Agreement. The Person executing this Agreement has full power and complete
authority to execute this Agreement and all Collateral Documents on behalf of
Borrower.

       

      5.2 Transactions
Legal and Authorized: The execution, delivery
and performance of this Agreement and the Collateral Documents have been duly
authorized by all necessary action of Borrower, and the execution, delivery and
performance of this Agreement and the Collateral Documents do not violate
Borrower's formation documents, or the terms of any contract, indenture,
agreement or undertaking to which Borrower is a party or by which it is
bound.

       

      5.3 Enforceability
of Obligations: This Agreement and the
Collateral Documents are valid, binding upon, in full force and effect and fully
enforceable against Borrower, Validity Guarantor or any other party thereto in
accordance with their respective terms.

       

      5.4 Litigation: No litigation or other
proceeding before any court or administrative agency is pending or to Borrower's
knowledge after diligent inquiry threatened. Furthermore,Borrower
is not to Borrower's knowledge_after diligent inquiryjn default with respect to
any order, writ, injunction, or demand of any court or governmental department
or agency.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


       

      5.5 Financial
Statements/Reports/Certificates:

       

      (a) Existing Financial
Information/No Adverse Changes: The financial statements furnished to
Crestmark are true and correct and have been prepared in accordance with GAAP
applied on a consistent basis throughout the periods involved. The balance sheet
fairly presents the condition of Borrower as of the date thereof, and the profit
and loss statement fairly presents the results of operations. There have been no
material adverse changes in the condition of Borrower, financial or otherwise
subsequent to the date of the most recent financial statement furnished to
Crestmark.

       

      (b) Future Financial
Information: All financial information, statements, reports and
certificates required by this Agreement are true and accurate.

       

      (c) Projected Financial
Information: The projected financial statements furnished to Crestmark
are based upon reasonable assumptions or facts then known to Borrower, and
fairly present, to the best knowledge of Borrower, the projected condition of
Borrower as therein set forth, and fairly presents, to the best knowledge of
Borrower, the projected results of operations.

       

      5.6 Ownership
of Collateral; No Liens: Borrower is the owner of
and has good and indefeasible title to all of the Collateral. The Collateral is
not subject to any liens, purchase options, mortgages, pledges, encumbrances,
claims (legal or equitable), or charges of any kind except Permitted
Encumbrances. As of the date hereof, Borrower has not sold any Collateral except
in the ordinary course of business. Crestmark's security interest in the
Collateral is a first priority security interest, and Borrower will defend and
indemnify Crestmark against the claims and demands of all other persons claiming
an interest in the Collateral.

       

      5.7 Personal
Property: The Collateral will
remain personal property at all times. Borrower will not affix any of the
Collateral to any real property in any manner which would change its nature from
that of personal property to real property or a fixture.

       

      5.8 Tax
Returns/Taxes: Borrower has filed all
federal, state, local and foreign tax returns which are required to be filed and
has paid all taxes, withholdings, assessments and other government charges which
have become due. Borrower does not know of any proposed material additional tax
assessment against it, or any of its properties, or any basis
therefore.

       

      5.9 Non-Reliance: Crestmark has not
advised Borrower with respect to the adequacy of the Loan. The Loan is solely
the decision of Crestmark as to the type and amount of credit Crestmark is
willing to extend and Borrower has made the decision to take the Loan, exclusive
of any statements of Crestmark.

       

      5.10  Solvency: Borrower is solvent,
able to pay its debts as they mature and has assets
the fair market value of which exceeds its liabilities. Borrower will not be
rendered insolvent,
undercapitalized or unable to pay maturing debts as a result of the execution of
this Agreement
or the Collateral Documents.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      5.11 Casualty
Loss or Judgment: The Collateral has not
suffered any loss, substantial damage, or destruction and no attachment, lien,
levy, garnishment or commencement of any related proceeding has occurred against
the Collateral.

       

      5.12 No
Material Adverse Change: No material adverse
change has occurred in the existing or prospective financial condition,
business, assets or liabilities of Borrower.

       

      6.    AFFIRMATIVE
COVENANTS:

       

      Borrower
covenants and agrees that until all Indebtedness due Crestmark is paid in full
and this Agreement is terminated, Borrower will:

       

      6.1 Payments
on Indebtedness: Pay all Indebtedness
when due, whether by acceleration or otherwise. Furthermore, Borrower will not
have any Money Advances outstanding under the Loan contrary to any provisions of
the Loan Agreement or the Collateral Documents, including any Money Advances in
excess of the Advance Formula which are not immediately repaid to
Crestmark.

       

      6.2 Performance
of Obligations: Perform or cause to be
performed, all of the terms, conditions, obligations and covenants of Borrower
or any other Person as required by this Agreement, the Collateral Documents or
any other agreement, executed between Crestmark and Borrower and/or another
Person, whether now existing or hereafter created. Borrower will also take all
action (or not take any action, as appropriate) necessary to keep the
representations and warranties of Borrower under this Agreement true, accurate
and complete.

       

      6.3 Inspection: Grant Crestmark, or its
representatives, access to the Collateral and Borrower's premises, computer
systems, books of account and financial records in order to permit an inspection
and examination thereof.

       

      6.4 Notification
of Disputes: Notify Crestmark
promptly of any litigation, or administrative or tax proceeding, or other action
threatened or instituted against Borrower or any property of Borrower or any
other material matter which could adversely impair Borrower's financial
condition or its ability to conduct its business. For the purposes of this
Agreement, any single such claim other than a claim that could interfere with
the superiority of Crestmark's security interest, in which the sum in dispute is
in excess of One Hundred Thousand Dollars ($100,000.00), or all such claims in
which the aggregate sums in dispute are Two Hundred Fifty Thousand Dollars
($250,000.00) or more, will be deemed to be material and adverse.

       

      6.5 Payment
of Taxes: Pay when due all taxes,
assessments, and other governmental charges to which Borrower or its property is
or will be subject before such charges become delinquent, except that no such
charge need be paid so long as its validity or amount is being contested in good
faith by appropriate proceedings and Borrower has established a cash reserve
with respect thereto; provided,
however, that any such tax,
assessment, or charge shall be paid forthwith (under protest) upon the filing of
any lien securing the same, commencement of levy, other form of execution, or
any other collection action.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      6.6 Insurance: Maintain insurance in
such form and amount as is satisfactory to Crestmark, with lender loss payable
clauses in favor of Crestmark and providing that any losses under the policies
are payable to Crestmark. If Borrower fails to obtain or maintain any required
policies, then Crestmark, without waiving any Default by Borrower relating
thereto, may (but without any obligation) at any time thereafter make such
payment or obtain such coverage and take such other actions as Crestmark deems
advisable. Borrower will not take out separate insurance concurrent in form or
contributing in the event of a loss. Borrower will also maintain insurance
pursuant to all applicable workers' compensation laws, and liability insurance
for damage to persons. All such insurance shall be in such form, with such
companies and in such amounts as shall be acceptable to Crestmark and each
policy shall provide that the insurance company will provide at least thirty
(30) days notice to Crestmark prior to any cancellation or material alteration
or amendment of any policy. In the event any proceeds are payable to Borrower,
or otherwise become available, as a result of a casualty to any Collateral, all
such proceeds are be the property of Crestmark, immediately turned over to
Crestmark and applied to the Indebtedness due Crestmark. Borrower directs all
insurers under such policies to pay all proceeds payable thereunder directly to
Crestmark. Borrower also irrevocably makes, constitutes and appoints Crestmark
(and all officers, employees or agents designated by Crestmark) as Borrower's
true and lawful attorney and agent-in-fact for the purpose of making, settling
and adjusting claims under such policies, endorsing the name of Borrower on any
check, draft, instrument or other item of payment for the proceeds of such
policies and for making all determinations and decisions with respect to such
policies.

       

      6.7 Compliance
with Laws: Continue at all times to
comply with all laws, ordinances, regulations or requirements of any
governmental authority relating to Borrower's business, property or affairs,
including, limitation, all environmental laws.

       

      6.8 Preservation
of Collateral: Maintain the Collateral
in good repair, working order and condition. With respect to Accounts, Borrower
will pursue collections diligently and present evidence thereof to Crestmark, if
requested. Borrower will, upon request, immediately deliver to Crestmark
evidence of ownership and/or certificates of title relative to the
Collateral.

       

      6.9 
Dominion of
Funds:

       

      (a) The Loan
is on dominion of funds. Borrower will direct all Account Debtors to mail all
payments due Borrower to a post office box at Crestmark (the "Lockbox"). The
Lockbox will be under the sole dominion and control of Crestmark, and Borrower
will have no rights with respect to this Lockbox. In addition, Borrower agrees
to change all remit to addresses and the like on all of its invoices and
Accounts to the Lockbox address provided by Crestmark. Borrower will also take
such other actions as Crestmark directs to facilitate the provisions of this
Section 6.9.
Notwithstanding the forgoing, if Borrower so chooses, the currently pending
Federal tax income due to Borrower of approximately $1,200,000 may be deposited
by Borrower into any bank account of Borrower, and may be used for any purpose
not prohibited hereunder.

       

      (b) Crestmark
shall, at least once on each business day that Crestmark is open for business,
pick up, open and process the contents of the envelopes mailed to the Lockbox.
All payments will be deposited into a Cash Collateral Account owned by Crestmark
("Cash Collateral
Account"); Borrower will have no right to withdraw any funds from the
Cash Collateral Account, all of Borrower's funds therein belong to Crestmark.
All other documents included in the envelopes will be delivered to Borrower.
Crestmark will withdraw the funds deposited into the Cash Collateral Account
and, as provided in this Agreement, apply such funds toward the payment of the
Indebtedness, whether or not then due, in such order of application as Crestmark
determines. Borrower grants Crestmark and its representatives an irrevocable
power of attorney, coupled with an interest, to endorse any checks or items, in
Borrower's name, delivered or required to be delivered to the Lockbox. If,
notwithstanding Crestmark's instructions to an Account Debtor, Borrower receives
payments, whether in cash or otherwise,
from an Account Debtor, Borrower agrees not to commingle such remittances with
any of its other funds or property, and Borrower will hold the funds separate
and apart from its own funds or property, in trust for Crestmark, and
immediately deliver them to the Lockbox in the form received. Crestmark will
process the envelope and its contents as if they had been mailed directly to the
Cash Collateral Account by the Account Debtor. Borrower will instruct all
Account Debtors remitting payments electronically to remit funds to the Cash
Collateral Account. If Borrower receives any funds via electronic transfer, it
will immediately wire those funds to the Cash Collateral Account.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (c) Borrower
acknowledges that the maintenance of the Cash Collateral Account is solely for
Crestmark's convenience in facilitating its own operations pursuant hereto, and
that Borrower has not and will not have any right, title, or interest in the
Cash Collateral Account or in the amounts deposited therein at any
time.

       

      (d) Borrower
will reimburse Crestmark for any and all reasonable charges and expenses imposed
by or relating to the Lockbox and the Cash Collateral Account.

       

      (e) Deposits
in the Cash Collateral Account are owned by Crestmark and will constitute
payment on the Indebtedness when so applied by Crestmark. Crestmark has no duty
as to the collection or protection of checks or instruments or the proceeds
thereof, nor as to the preservation of any rights pertaining thereto, beyond
avoiding gross negligence or fraud in the custody and preservation of items in
the possession of Crestmark.

      


       

      6.10Financial
Covenants: Comply with the
following financial covenants while any Indebtedness
is outstanding:

       

      (a) A minimum
Tangible Net Worth quarterly of at least $5,000,000.

       

      (b) For each
quarterly period, maintain a Working Capital Ratio of not less than:
1.20:1.

       

      (c) Excess
availability at closing after reserving for accounts payable
greater

       

      than
sixty (60) days past due plus any book overdraft.

       

      6.11 Notice of
Default: Immediately upon
becoming aware of any Default under this Agreement, give written notice thereof
to Crestmark, specifying the nature and period of existence thereof, but such
notice will not cure the existence of a Default or prohibit Crestmark from
exercising its rights and remedies.

       

      6.12 Verification
of Accounts: Permit Crestmark or any
of its officers, employees and agents, including Financial Control Systems, to
contact Account Debtors, at any time, in the name of Crestmark, Financial
Control Systems or Borrower, to verify the validity, amount or any other matter
relating to any Account or the Collateral. Crestmark may choose to verify the
Collateral and Accounts by mail, email, telephone, customer website, fax or any
other manner it chooses and in any frequency Crestmark elects. In addition, upon
request of Crestmark, Borrower shall give Crestmark access to its customer's web
based information systems for invoice verification purposes.

       

      6.13 Tax
Deposit Evidence: Submit quarterly IRS
forms 940 and 941 and copies of monthly bank statements.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      6.14 Public
Company Status: In connection with the
Borrower's status as a publicly traded company, the Borrower agrees to the
following additional terms:

       

      a. The
Borrower will provide to Crestmark, promptly after the sending or filing
thereof, copies of all proxy statements, financial statements and reports which
the Borrower or any subsidiary sends to its stockholders, and copies of all
regular, periodic and special reports, and all registration statements which the
Borrower or any subsidiary files with the United States Securities and Exchange
Commission ("SEC") or any governmental authority which may be substituted
therefore, or with any national security exchange.

       

      b. In
the event that the SEC or any state securities authority takes or threatens to
take any
action against the Borrower which would have a materially adverse effect on
Borrower's
business, the ability of Borrower's common stock to be traded on the
American
Stock Exchange or other national stock exchange or the prospects for the
repayment
of the Indebtedness, it shall constitute a Default hereunder.

       

      c.    The
foregoing notwithstanding, the Borrower may, in its sole discretion, elect to
change
the exchange on which the Borrower's shares are traded, or take any other action
concerning its securities to the extent Borrower is legally permitted to do so,
provided, however, the foregoing shall: (i) not result in Borrower no longer
being a public company or (ii) not affect Borrower's capitalization or capital
structure, unless consented to in writing by Crestmark which shall not be
unreasonably withheld..

       

      7.            NEGATIVE
COVENANTS:

       

      Borrower
covenants and agrees that until all Indebtedness due Crestmark is paid in full
and this Agreement is terminated, Borrower will not:

       

      7.1 No
Changes: Change its state of
incorporation or formation. Borrower will also not change its name, adopt an
assumed name, or move its chief executive office without giving Crestmark at
least sixty (60) days prior written notice.

       

      7.2 Dividends: Declare or pay any
dividend, or make any other distribution with regard to its capital stock or
other equity securities (other than distribution of stock ownership interests or
issuance of stock options in the Borrower, to Employees or Directors)^or upon
the exercise of validly issued stock options or purchase or retire any of its
capital stock or other equity securities,.

       

      7.3 Loans/Liabilities: Make a loan, or incur or
assume any obligations or liabilities as guarantor, surety, indemnitor or
otherwise with respect to any indebtedness or other obligation of any
Person.

       

      7.4 Transactions
with Affiliates/No Subsidiaries: Enter into any
transaction with any equity holders of Borrower or their affiliates, except on
terms not less favorable than would be usual and customary in similar
transactions between persons or entities dealing at arm's length. Borrower does
not have and will not organize or acquire any subsidiaries.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      7.5 Redemption/Issuance: Release, redeem, retire,
purchase or otherwise acquire, directly or indirectly, any of its stock or other
equity securities.

       

      7.6 Default
in Payment of Other Debt: Default in the payment
of any indebtedness owed to any Person for borrowed money; provided, however,
that no default under indebtedness to Wachovia will be considered a default of
this covenant except if Wachovia obtains a judgment against
Borrower.

       

      7.7 Judgment: Suffer or permit any
judgment, decree or order not fully covered by insurance to be entered by a
court of competent jurisdiction against Borrower or permit or suffer any writ or
warrant of attachment or any similar process to be filed against Borrower or
against any property or asset of Borrower.

       

      8.    BOOKS/RECORDS/FINANCIAL
REPORTS/CERTIFICATES:

       

      Borrower
covenants and agrees that until all Indebtedness due Crestmark is paid in full
and this Agreement is terminated, it will keep proper books of accounts in a
manner satisfactory to Crestmark. Crestmark will have the right, at any time, to
verify any of the Collateral, documentation or books, whether such documentation
is furnished weekly, monthly or annually in whatever manner and in whatever
frequency Crestmark deems necessary, including through telephone contact with
customers or vendors.

       

      8.1Quarterly
Financial Statements and Reports: Borrower will deliver to
Crestmark
quarterly management prepared financial statements, balance sheets, and profit
and loss
statements for the quarter then ended, certified to by the president or chief
financial officer of
Borrower. Such reports will set forth the financial affairs and true condition
of Borrower for each
quarter and will be delivered to Crestmark no later than forty-five (45) days
after the end of each
quarter, except that the fiscal year statements shall be delivered within ninety
(90) days of the end
of the Borrower's fiscal year. In addition, Borrower will furnish to Crestmark
the following
certified to by the president or chief financial officer of Borrower within the
time periods set
forth:

       

      (a) Accounts Receivable
Reports: Monthly detailed Accounts Receivable Aging Reports no later than
fifteen (15) days after the end of each month; and weekly summary Accounts
Receivable Aging Reports to be delivered with each Borrowing
Certificate;

       

      (b) Accounts Payable
Reports: Monthly detailed Accounts Payable Aging Reports no later than
fifteen (15) days after the end of each month; and

       

      All
financial and operating statements are and will be prepared in accordance with
GAAP applied on a consistent basis.

       

      8.2Field
Examinations: Borrower will permit
Crestmark, from time to time, to perform
periodic field examinations of Borrower's books and records and assets and
liabilities to be
performed by Crestmark's inspector, whether a Crestmark officer or an
independent party. Borrower
will reimburse Crestmark for no more than four (4) field examinations per year,
with fees of
$850 per day per examiner, in an aggregate amount not to exceed $12,750 per
year, plus
reasonable out-of-pocket expensesjo be paid by Borrower. The information
compiled by the field
examination is for Crestmark's internal use, and Crestmark has no obligation to
share the field examination, in whole or in part, with Borrower. Upon and after
an event of Default, there shall be no limit to the number of field examinations
to be charged to and paid for by the Borrower and no limitation on the aggregate
amount of per diem man day costs.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      8.3 Annual
Financial Statements/Projections: Each year Borrower will
deliver to Crestmark annual audited financial statements (including the notes
and opinions thereto), cash flow statements, balance sheets, and profits and
loss statements prepared by the president or chief financial officer of
Borrower, including an independent auditor's report. Such reports will set forth
in detail Borrower's true condition as of the end of Borrower's fiscal year no
later than ninety (90) days after the end of Borrower's fiscal years. Each year
Borrower will also deliver to Crestmark management prepared financial
projections forecasting on a quarterly basis the balance sheet, income statement
and borrowing availability for the coming year. Said projections for the next
fiscal year shall be submitted yearly within the last ninety (90) days of the
Company's current fiscal year.

       

      8.4 Customer
Lists: Upon
Crestmark's request, Borrower will deliver to Crestmark detailed customer lists
showing the customer's name, address, phone number and any other information
Crestmark reasonably requests.

       

      8.5 Guarantor's
Financial Statements: Validity Guarantor will
provide Crestmark with annual statements of net worth on forms supplied by
Crestmark. Such reports will set forth a summary of financial condition of the
Validity Guarantor, as of the end of each calendar year and shall be delivered
to Crestmark on the earlier of April 30th or
120 days after the end of each calendar year.

       

      8.6 Tax
Returns: Borrower will provide
Crestmark with current annual tax returns prior to April 15 of each year or if
an extension is filed, at the earlier of (a) the filing thereof or (b) the
extension deadline.

       

      8.7 Other
Information: Borrower will also
deliver to Crestmark such other financial statements, financial reports,
documentation, tax returns and other information as Crestmark reasonably
requests from time to time.

       

      9.    REMEDIES UPON
DEFAULT:

       

      Upon the
occurrence of any Default, Crestmark can charge the default interest rate on the
Note, and Crestmark has all remedies available under this Agreement, applicable
law and equity, including the following rights and remedies. These rights and
remedies are cumulative and not exclusive.

       

      9.1 General: Crestmark may pursue any
remedy available at law (including those available under the UCC), in equity or
by agreement of the parties.

       

      9.2 Acceleration: Crestmark can accelerate
all or part of the Indebtedness without notice or demand, and declare such
amount to be immediately due and payable, without presentation, notice or
demand, notwithstanding the maturity or due date, if any, therein to the
contrary, all of which are expressly waived by Borrower and Validity
Guarantor.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      9.3 Additional
Remedies: Crestmark has the right
to pursue any of the following remedies separately, successively or
simultaneously: (i) file suit and obtain judgment and, in conjunction with any
action, Crestmark may seek any ancillary remedies provided by law, including
levy of attachment and garnishment; (ii) take possession of any Collateral and
any books and records of Borrower without demand and without legal process; and
(iii) without taking possession, sell, lease or otherwise dispose of the
Collateral at public or private sale in accordance with the UCC. Upon
Crestmark's demand, Borrower will assemble and make the Collateral and books and
records available to Crestmark as it directs. Borrower grants to Crestmark the
right, for this purpose, to enter into or on any premises where the Collateral
may be located.

       

      9.4 Right of
Offset: Crestmark may offset
against the Indebtedness any funds (or property) (i) of Borrower or Validity
Guarantor deposited with or in the possession or control of Crestmark, and (ii)
of Borrower or Validity Guarantor on deposit in any deposit
account.

       

      9.5 Accounts and/or Accounts
Receivable:

       

      (a) Crestmark
may notify any and all Account Debtors to make payment directly
to Crestmark.

       

      (b) Crestmark
may in its own name or in the name of Borrower:

       

      (i)   demand,
collect, receive payment of, receipt for and give discharges
and releases, upon payment of all or any of the Accounts and any monies due or
to become
due in respect thereof and to notify all Account Debtors of the Default and to
direct all Account
Debtors to pay Crestmark directly;

       

      (ii)   settle,
compromise, compound, or adjust all or any of the Accounts
which are in dispute;

       

      (iii)   commence,
prosecute, settle and compromise any and all suits, actions,
or proceedings in law or in equity in any court of competent jurisdiction to
collect or otherwise
realize on all or any of the Accounts or to enforce any rights in respect
thereof; and

       

      (iv)   file
any claim or take any other action or proceeding which Crestmark
may deem necessary or appropriate to protect and preserve and realize upon the
security
interest of Crestmark in the Accounts and the proceeds thereof; and

       

      (v)      generally
to sell, assign, transfer, pledge, make any agreement with
respect to or otherwise reasonably deal with all or any of the Accounts as fully
and completely
as though Crestmark were the absolute owner thereof for all purposes. Borrower
hereby
waives any statutory rule or constitutional restriction, prohibition, or
procedure in connection
with the rights granted Crestmark in this subsection and gives Crestmark the
right to peaceful
repossession of the Collateral without hearing or court order.

       

      9.6 Sales as
Credit: If
after a Default, Crestmark sells any Collateral on credit, Borrower
will be credited only with payments actually made by the purchaser, received by
Crestmark
and applied to the Indebtedness. If the purchaser fails to pay for the
Collateral, Crestmark
may resell the Collateral and Borrower will be credited with the proceeds of the
sale.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      9.7 Waivers: To the extent permitted
by applicable law, Borrower hereby absolutely and irrevocably waives and
relinquishes the benefits and advantages of any valuation, stay, appraisement,
extension or redemption laws now or hereafter existing which, but for this
provision, might be applicable to any sale made under the judgment, order or
decree of any court, or otherwise. Borrower also waives any rights to compel
Crestmark to pursue collection of any Collateral or to collect any income on the
Collateral prior to the exercise of other remedies hereunder.

       

      10.         
STANDARDS FOR EXERCISING REMEDIES:

       

      To the
extent that applicable law imposes duties on Crestmark to exercise remedies in a
commercially reasonable manner, Borrower acknowledges and agrees that it is not
commercially unreasonable for Crestmark:

       

      (a) Expenses: To fail to
incur expenses deemed significant or uneconomical by Crestmark to prepare, clean
up or repair the Collateral or complete raw material or work in process into
finished goods or other finished products prior to disposition;

       

      (b) Consents: To fail to
obtain third party consents for access to the Collateral to be disposed of, or
to obtain or, if not required by other law, to fail to obtain governmental or
third party consents for the collection or disposition of the
Collateral;

       

      (c) Pursuit of Third Parties;
Liens: To fail to exercise collection remedies against Account Debtors or
other persons obligated on the Collateral or to remove liens or encumbrances or
adverse claims against the Collateral, and Borrower waives any right it may have
to require Crestmark to pursue any third parties;

       

      (d) Collection
Specialists: To exercise collection remedies against Account Debtors and
other person obligated on the Collateral directly or through the of collection
agencies and other collection specialists;

       

      (e) Advertising: To
advertise dispositions of the Collateral through publications or media of
general circulations, whether or not the Collateral is of a specialized
nature;

       

      (f)     Soliciting: To
contact other persons, whether or not in the same business as
Borrower, for expressions of interest in acquiring all or any portion of the
Collateral;

       

      (g) Auctioneers: To hire
one or more professional auctioneers to assist in the disposition of the
Collateral, whether or not the Collateral is of a specialize
nature;

       

      (h)  Wholesale Sales
Permitted: To dispose of assets in wholesale rather than
retail markets;

      


      (i)  Disclaimer of
Warranties: To disclaim any warranties as to the Collateral, including
as to title;

       

      (j) Insurance: To
purchase insurance or credit enhancements to insure Crestmark against risks of
loss, collection or disposition of the Collateral or to provide to Crestmark a
guaranteed return from the collection or disposition of the Collateral;
or

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (k) Other Professionals:
To the extent reasonably_deemed appropriate by Crestmark, to obtain the services
of other brokers, investment bankers, consultants, attorneys and other
professionals to assist Crestmark in the collection or disposition of any of the
Collateral.

       

      Borrower
acknowledges that the purpose of this Section 10 is to
provide non-exhaustive indications of what actions or omissions by Crestmark
would not be commercially unreasonable in Crestmark's exercise of remedies
against the Collateral and that other actions or omissions by Crestmark will not
be deemed commercially unreasonable solely on account of not being indicated in
this Section
10. Without limitation upon the foregoing, nothing contained in this
section will be construed to grant any rights to Borrower or to impose any
duties on Crestmark that would not have been granted or imposed by this
Agreement or by applicable law in the absence of this section.

       

      Nothing
contained in this Agreement will be construed to make Crestmark an agent or
trustee of Borrower or Validity Guarantor for any purpose whatsoever. Crestmark
will not be responsible or liable for any shortage, discrepancy, damage, loss or
destruction of any part of the Collateral wherever the same may be located and
regardless of the cause thereof (except to the extent it is determined by final
judicial decision that Crestmark's act or omission constituted gross negligence
or willful misconduct). Crestmark will not, under any circumstances or in any
event whatsoever, have any liability for any error or omission or delay of any
kind occurring in the settlement, collection or payment of any of the Accounts,
liquidation of the Collateral or any instrument received in payment thereof or
for any damage resulting therefrom (except to the extent it is determined by a
final judicial decision that Crestmark's error, omission or delay constituted
gross negligence or willful misconduct). Crestmark does not, by anything herein
or in any assignment or otherwise, assume any of Borrower's or Validity
Guarantor's obligations under any contract or agreement assigned to Crestmark,
and Crestmark shall not be responsible in any way for the performance by
Borrower or Validity Guarantor of any kind of the terms and conditions
thereof.

       

      11.         
APPLICATION OF PROCEEDS:

       

      The
proceeds of any sale or other disposition of the Collateral will be applied by
Crestmark, first to the payment of all expenses authorized by this Agreement,
the Collateral Documents or by law, including actual attorney's fees and
collection costs incurred by Crestmark; the balance of the proceeds of such sale
or other disposition will be applied to the payment of the Indebtedness, first
to fees, then interest, then to principal, then to other unpaid Indebtedness,
and the surplus, if any, shall be paid over to Borrower or to such other Person
or Persons as may be entitled thereto under applicable law. Borrower and
Validity Guarantor will remain liable for any deficiency, which Borrower and
Validity Guarantor will pay to Crestmark immediately upon demand. Validity
Guarantor's obligations in this paragraph are expressly limited pursuant to the
Validity Guaranty executed by such Validity Guarantors.

       

      12.         
EXPENSES:

       

      Borrower
will pay to Crestmark, on demand, any and all expenses, including actual
attorneys' fees and collection expenses, incurred or paid by Crestmark in
protecting or enforcing its rights under this Agreement, the Collateral
Documents or pursuant to any other document or agreement relating to the
Loan.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      13.         
NOTICE:

       

      Any
notice to Borrower, Validity Guarantor or Crestmark will be deemed effective if
it is written and sent by facsimile with confirmation of receipt, by certified
mail, return receipt requested, postage prepaid, or other expedited mail
service, or by other personal delivery service addressed to Borrower, Validity
Guarantor or Crestmark at the address set forth in this Agreement or at such
other address as is designated by each to the others in writing.

       

      14.         
TERMINATION:

       

      Crestmark may terminate this
Agreement upon demand, at its sole discretion, exercised in a commercially
reasonable manner, and absent the existence of a Default. This Agreement
shall continue in full force and effect until demand, but if not sooner
demanded, then for two (2) years from the date of this Agreement (the "Maturity
Date") and shall be automatically renewed for consecutive two (2) year terms
(each a "Renewal Term") unless terminated by written notice by Borrower not
later than sixty (60) days prior to the Maturity Date or each Renewal Term, as
the case may be. The expiration of each Renewal Term shall also be called the
Maturity Date. All of Borrower's and Validity Guarantor's obligations, duties,
promises, covenants, representations and warranties under this Agreement and
Collateral Documents will continue and remain in full force and effect until the
Indebtedness is irrevocably paid in full in cash, including all exit fees under
the Note. Borrower understands that the entire Indebtedness is repayable on the
demand of Crestmark, provided that if there is no event of Default at the time
of demand for payment or thereafter, then notwithstanding anything herein or in
the Note to the contrary, Borrower shall have ninety (90) days after demand for
payment to find replacement financing or otherwise pay the Indebtedness in full
and (i) Crestmark will continue its discretionary financing during said ninety
(90) day period and (ii) Borrower shall not be in Default solely as a result of
Borrower's non-payment of demanded sums during such ninety (90) day
periods.

       

      15.         
MISCELLANEOUS:

       

      15.1 Binding
Effect: This
Agreement is binding upon and inures to the benefit of Borrower, Validity
Guarantor and Crestmark, and their respective successors and assigns and will
bind all persons who become bound as a debtor to this Agreement. The foregoing,
will not, however, authorize any assignment by Borrower of its rights or duties
hereunder, which assignment, in whole or in part, by Borrower is not
permissible. Crestmark may assign its rights and interests under this Agreement
and the Collateral Documents. If an assignment by Crestmark is made, Borrower
and Validity Guarantor will make all payments to and render performance under
this Agreement and the Collateral Documents to Crestmark's assignee. Borrower
and Validity Guarantor waive and will not assert against any assignee any
claims, defenses or set-offs which Borrower or Validity Guarantor could assert
against Crestmark except defenses which cannot be waived.

       

      15.2 Participations: Crestmark shall have the
right without the consent of or notice to Borrower or Validity Guarantor to
assign, sell, transfer, negotiate, or grant participation in all or any part of,
or any interest in, Crestmark's obligations, rights and benefits hereunder, and
Borrower and Validity Guarantor agree that each shall execute, or cause to be
executed, such documents, including amendments to this Agreement and to any
other documents, instruments and agreements executed in connection herewith as
Crestmark shall deem necessary to effect the foregoing. In conjunction with such
assignment or participation, Borrower consents to the disclosure of any and all
books, records, files, loan agreements, notes, mortgages, deeds of trust,
guaranties, financing statements, assignments of leases, statements, ledger
cards, signature cards, corporate and/or partnership documents, financial
statements, leases, appraisals, environmental audits, hazard and liability
insurance policies, title insurance policies, loan payment histories, income tax
returns, credit analyses, notes, correspondence, internal memoranda, checks,
deposit account records and other documents relating to the Indebtedness to
prospective assignees or participants.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       

      15.3 Delay/Waiver: No delay or failure of
Crestmark in exercising any right, remedy, power or privilege hereunder will
affect such right, remedy, power or privilege, nor will any single or partial
exercise thereof preclude the exercise of any other right, remedy, power or
privilege. No delay or failure of Crestmark at any time to demand strict
adherence to the terms of this Agreement will be deemed to constitute a course
of conduct inconsistent with Crestmark's right at any time to demand strict
adherence to the terms of this Agreement or the Collateral
Documents.

       

      15.4 Incorporation
by Reference: The Collateral Documents
are incorporated herein by reference. In the event any provision of the
Collateral Documents is inconsistent with the provisions of this Agreement, then
this Agreement will be deemed paramount unless the rights and remedies of
Crestmark would be adversely affected or diminished thereby.

       

      15.5 Applicable
Law: This
Agreement and the Collateral Documents will be interpreted, and the rights of
the parties hereunder will be determined, under the laws of the State of
Michigan (without regard to conflict of laws).

       

      15.6 Further
Assurances: Borrower and Validity
Guarantor, from time to time, upon Crestmark's request, will each make, execute,
acknowledge and deliver all such further and additional instruments and
agreements and take all such further action as may be required, to carry out the
intent and purpose of this Agreement or any part thereof.

       

      15.7 Hold
Harmless/Indemnity: Borrower assumes
responsibility and liability for, and holds harmless and indemnifies Crestmark
from and against, any and all liabilities, demands, obligations, injuries,
costs, damages (direct, indirect or consequential), awards, loss of interest,
principal, or any portion of the Indebtedness, charges, expenses, payments of
monies and actual attorney fees, incurred or suffered, directly or indirectly,
by Crestmark and/or asserted against Crestmark by any Person whatsoever,
including Borrower or Validity Guarantor, which arise in whole or in part out of
this Agreement, or the Collateral Documents, or the relationship herein set
forth or the exercise of any right or remedy including the realization,
disposition or sale of the Collateral, or any portion thereof, or the exercise
of any right in connection therewith even if the above are caused by the sole
action, inaction, omission or negligence of Crestmark, but Borrower or Validity
Guarantor will not be liable if the damages result solely from the fraud or
gross negligence of Crestmark. Borrower agrees to pay and save Crestmark
harmless against any liability for payment of any state documentary stamp taxes,
intangible taxes or similar taxes (including interest or penalties, if any)
which may now or hereafter be determined to be payable in respect of the
execution, delivery or recording of this Agreement or any Collateral Documents
or the making of any advance, whether originally thought to be due or not, and
regardless of any mistake of fact or law on the part of Crestmark or the
Borrower with respect to the applicability of such tax. The provisions of this
section shall survive payment in full of the Borrower's obligations under this
Agreement and the Collateral Documents and termination of this Agreement and/or
the Collateral Documents.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      15.8 Limitation
of Liability: Neither Crestmark nor
any of its affiliates, directors, officers, agents, attorneys or employees shall
be liable to Borrower, Validity Guarantor or any of Borrower's affiliates for
any action taken, or omitted to be taken, by it or them or any of them under
this Agreement or any of the Collateral Documents or in connection herewith or
therewith, except that no person shall be relieved of any liability imposed by
law for gross negligence, recklessness or fraud. Except for claims of gross
negligence, recklessness or fraud, no claim may be made by Borrower, Validity
Guarantor or by any of Borrower's affiliates, directors, officers, agents,
attorneys or employees, for any special, consequential, indirect or punitive
damages in respect of any breach or wrongful conduct (whether the claim is based
on contract or tort or duty imposed by law) arising out of or related to this
Agreement or any other Collateral Documents, or the transactions contemplated
hereby or thereby, or any act, omission or event occurring in connection
herewith or therewith.

       

      15.9 Survival
and Continuation: All representations,
warranties, covenants, indemnifications, consents and agreements contained in
this Agreement and/or any of the Collateral Documents will survive the execution
of this Agreement, the Collateral Documents and any investigations by Crestmark
and will be, and continue at all times while any Indebtedness is outstanding, to
be true and accurate.

      


       

      15.10 Rules of
Construction: (a) No reference to
"proceeds" in this Agreement authorizes any sale, transfer, or other disposition
of the Collateral by Borrower; (b)"Includes" and "including" are not limiting;
(c) "Or" is not exclusive; and (d) "all includes "any" and "any includes
"all".

       

      15.11 Complete
Agreement: This Agreement
incorporates and/or contains the entire agreement of the parties hereto with
respect to its subject matter. None of the parties to this Agreement will be
bound by anything not expressed in writing. This Agreement and the Collateral
Documents may only be amended, modified or extended by a written agreement
executed by Crestmark and Borrower.

       

      15.12 Severability: If any provision of this
Agreement is in conflict with any statute or rule of law or is otherwise
unenforceable for any reason, then that provision will be deemed null and void
to the extent of the conflict or unenforceability and will be deemed severable.
The offending provision will not invalidate any other provision of this
Agreement.

       

      15.13 Reinstatement: Borrower and Validity
Guarantor further agrees that to the extent Borrower or Validity Guarantor makes
a payment or payments to Crestmark, which payment or payments or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to a trustee, receiver or any other party
under any bankruptcy act, state or federal law, common law or equitable cause,
then to the extent of such payment or repayment, the obligation or part thereof
intended to be satisfied will be revived and continued in full force and effect
as if said payment had not been made.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      15.14 PAYABLE
ON DEMAND: THE LOAN IS PAYABLE ON
DEMAND. NOTHING CONTAINED
IN THIS AGREEMENT OR THE COLLATERAL DOCUMENTS, INCLUDING THE REFERENCE
TO A DEFAULT, WILL BE CONSTRUED TO PREVENT CRESTMARK FROM MAKING
DEMAND, WITHOUT NOTICE AND WITHOUT REASON, FOR IMMEDIAT PAYMENT
OF ALL OR ANY PART OF THE LOAN WHETHER OR NOT A DEFAULT HAS OCCURRED. DEMAND FOR
REPAYMENT OF THE LOAN BY CRESTMARK CAN BE MADE AT ANY TIME OR
TIMES.

       

      15.15CONSENT
TO JURISDICTION; SERVICE OF PROCESS: BORROWER AND
VALIDITY
GUARANTOR HEREBY (A) WAIVE ANY PLEA OF JURISDICTION OR VENUE ON THE
GROUNDS THAT BORROWER OR VALIDITY GUARANTOR ARE NOT RESIDENTS OF OAKLAND
COUNTY, MICHIGAN, AND (B) SPECIFICALLY AUTHORIZE, AT THE OPTION OF CRESTMARK,
ANY ACTION TO ENFORCE BORROWER'S AND/OR VALIDITY GUARANTOR'S
OBLIGATIONS TO CRESTMARK HEREUNDER TO BE INSTITUTED AND PROSECUTED
IN EITHER THE CIRCUIT COURT OF OAKLAND COUNTY, MICHIGAN, OR IN THE
UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN, UNLESS
CRESTMARK IN ITS SOLE DISCRETION CHOOSES TO BRING SUIT ON ITS OWN BEHALF IN
SOME OTHER COURT OF COMPETENT JURISDICTION, AND BORROWER AND
VALIDITY GUARANTOR HEREBY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT.
BORROWER AND VALIDITY GUARANTOR EXPRESSLY SUBMIT AND CONSENT TO SUCH
JURISDICTION AND VENUE AND SPECIFICALLY WAIVE ANY AND ALL RIGHTS IT MAY
HAVE TO CONTEST THE JURISDICTION AND/OR VENUE OF THE ABOVE MENTIONED
FORUMS AND TO DEMAND ANY OTHER FORUM. BORROWER AND VALIDITY
GUARANTOR WAIVE PERSONAL SERVICE OF ANY AND ALL LEGAL PROCESS UPON IT AND
CONSENTS AND AGREES THAT ALL SUCH SERVICE MAY BE MADE BY CERTIFIED MAIL DIRECTED
TO BORROWER AND VALIDITY GUARANTOR AT ITS ADDRESS(ES)
IN THE OPENING PARAGRAPH OF THIS AGREEMENT OF THIS AGREEMENT, AND SERVICE SO
MADE SHALL BE DEEMED TO BE COMPLETED AND EFFECTIVE SERVICE OF PROCESS ON THE
EARLIER OF THE DATE THE RETURN RECEIPT THEREFOR IS SIGNED OR FIVE DAYS AFTER THE
SAME SHALL HAVE BEEN DEPOSITED IN THE UNITED STATES MAIL, CERTIFIED AND POSTAGE
PREPAID.

       

      15.16Waiver of
Jury Trial: BORROWER AND VALIDITY
GUARANTOR DO EACH KNOWINGLY
AND VOLUNTARILY AND INTELLIGENTLY WAIVE THEIR CONSTITUTIONAL RIGHT TO
A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, DISPUTE, CONFLICT OR CONTENTION,
IF ANY, AS MAY ARISE UNDER THIS AGREEMENT OR UNDER THE COLLATERAL
DOCUMENTS, AND AGREE THAT ANY LITIGATION BETWEEN THE PARTIES
CONCERNING THIS AGREEMENT AND THE COLLATERAL DOCUMENTS SHALL BE HEARD BY A COURT
OF COMPETENT JURISDICTION SITTING WITHOUT A JURY. BORROWER AND VALIDITY
GUARANTOR HEREBY CONFIRM TO CRESTMARK THAT THEY HAVE
REVIEWED THE EFFECT OF THIS WAIVER OF JURY TRIAL WIT COMPETENT
LEGAL COUNSEL OF THEIR CHOICE, OR HAVE BEEN AFFORDED THE OPPORTUN
ITY TO DO SO, PRIOR TO SIGN ING TH IS AGREEMEN T AN D TH E COLLATERAL
DOCUMENTS AND EACH ACKNOWLEDGE AND AGREE THAT CRESTMARK IS RELYING UPON THIS
WAIVER IN EXTENDING THE LOAN TO BORROWER.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      The
parties have executed this Agreement as of the day and year first appearing
above.

       

      
        
          	CRESTMARK:	 	BORROWER:	 
	 	 	 	 
	Crestmark
Bank,	 	Decorator Industries,
      Inc.,	 
	 a Michigan banking
      corporation	 	a Pennsylvania
      corporation	 
	 	 	 	 
	 	 	 	 
	
                   /s/ Gayle Finger

                	 	
                  /s/ William A.
      Johnson

                	 
	
                  Its: Vice
      President

                	 	
                  Its:
      President

                	 
	 	 	 	 
	 	 	 	 
	 	 	VALIDITY
      GUARANTOR:	 
	 	 	 	 
	 	 	 	 
	 	 	/s/
      William A. Johnson 	 
	 	 	William
      Johnson	 
	 	 	 	 
	 	 	 	 
	 	 	VALIDITY
      GUARANTOR:	 
	 	 	/s/
      Michael K. Solomon 	 
	 	 	 Michael
      Solomon	 


        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
A

       

      PERMITTED
ENCUMBRANCES

       

      1.
The following financing statements as reflected in the UCC lien search(es)
certified by the Pennsylvania Secretary of the Commonwealth as of April 20,
2010, without increase, amendment, modification, extension or
refinancing.

       

      UCC1
financing statement bearing file number 36390364 filed by Secured Party, Keybank
National Association dated 06/26/02

       

       

      NOTE: As to the interests
listed above, the listing thereof in this Loan and Security Agreement shall not,
in any manner whatsoever, be deemed to be an acknowledgement by Crestmark as to
the perfection, priority, validity or enforceability thereof.

       

       

       

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
         

        PROMISSORY NOTE (LINE OF
CREDIT)

         

         

        
          	
                  Principal
      Amount: 

                  $2,000,000

                	 	Troy,
  Michigan
	 	 	 
	Due Date:	 	 
	ON
DEMAND 	 	Dated: April 20, 2010   


        

         

        FOR VALUE RECEIVED, the
undersigned, (the "Borrower") promises,
ON DEMAND, and if not
sooner demanded, on the Maturity Date to pay to the order of Crestmark Bank, a
Michigan banking corporation (hereinafter referred to as "Crestmark"), at its
offices located at 850 East Long Lake Road, Troy, Michigan 48085, or at such
other place as Crestmark may designate in writing, the principal sum of up to
TWO MILLION AND NO/100 DOLLARS ($2,000,000), or so much thereof as may be
outstanding from time to time under the Loan Agreement (as defined below), plus
interest, fees and expenses as hereinafter provided, in lawful money of the
United States of America. All payments under this Note must be in immediately
available United States funds, without offset, deduction, setoff or
counterclaim. Capitalized terms used in this Note, but not defined in this Note,
have the meanings given to them in the Loan Agreement (as defined
below).

         

        The
outstanding principal under this Note will bear interest on the basis of a year
of 360 days for the actual number of days elapsed at an interest rate equal to
THREE AND ONE-HALF PERCENT (3.50%) per annum in excess of the Wall
Street Journal Prime Rate (the "Effective Rate"). The term "Wall Street Journal Prime
Rate" means the interest rate reported daily in the Wall Street Journal,
as the Prime Rate, as such rate varies from time to time. If the Wall Street
Journal Prime Rate is decreased or increased, then the interest rate under this
Note will decrease or increase by a like amount effective the day of each
increase or decrease. If at any time Crestmark abandons the use of the Wall
Street Journal Prime Rate, or the paper ceases publishing it, then the new index
will be the prime commercial rate established or selected by Crestmark or its
successor or assign. Notwithstanding the foregoing, at no time will the
Effective Rate be less than six and three quarters percent (6.75%) per
annum.

         

        Interest
on the Indebtedness must be paid monthly, in arrears, for each calendar month
and due on the first day of the following month for as long as any part of this
Note remains outstanding. The first payment due hereunder shall be due and
payable on April 1, 2010. Payments due and payable on a day on which Crestmark
is not open for business are due on the next business day. Crestmark may, in its
sole discretion, apply any payments it receives in the Cash Collateral Account
and any other funds of the Borrower in its possession to any outstanding
principal or other Indebtedness due Crestmark at any time, whether or not a
Default then exists. Acceptance by Crestmark of any payment in an amount less
than the amount then due will be deemed an acceptance on account only, and the
failure to pay the entire amount then due is a Default.

         

        Any
payment made by mail will be deemed tendered and received only upon actual
receipt by Crestmark. The Borrower expressly assumes all risk of loss resulting
from non-delivery or delay in delivery of any payment transmitted by mail or in
any other manner.

         

        This Note
is a note under which Money Advances, repayment and readvances may be made from
time to time. Money Advances and readvances will be made in accordance with the
provisions of the Loan Agreement.

         

        
          
             


          

          
            1

            
              

            

          

          
             


          

        

         

        If
Crestmark has not demanded payment on this Note, and the Borrower elects to pay
this Note, in full or in part, the Borrower may do so, but only upon the
simultaneous payment of the following exit fee, as liquidated damages and not as
a penalty: the sum of: (i) the monthly Maintenance Fee multiplied by the number
of months remaining from the date of the prepayment until the applicable
Maturity Date, plus (ii) any unpaid Commitment Fees due under the Loan
Agreement, plus (iii) (a) two (2.00%) percent of the Maximum Amount if
terminated during the first twelve months from the date of this Note, or (b)one
(1.00%) of the Maximum Amount if terminated at any time thereafter. No partial
prepayment will affect the Borrower's obligation to continue the regular
payments due under this Note. In the event that payment of the indebtedness
hereunder shall be accelerated after the occurrence of an event of default, the
exit fee in effect as of the date of such acceleration shall be paid and such
exit fee shall also be added to the outstanding balance of this Note in
determining the debt for the purposes of any judgment of foreclosure of any loan
documents give to secure the indebtedness hereunder.

         

        Regardless
of any provision contained in this Note, the Loan Agreement or any of the
Collateral Documents or any other document executed in connection herewith, in
no contingency or event whatsoever shall the aggregate of all amounts that are
contracted for, charged or received by Crestmark pursuant to the terms of this
Note, the Loan Agreement or any of the Collateral Documents and that are deemed
interest under applicable law exceed the highest rate permissible under any
applicable law. No agreements, conditions, provisions or stipulations contained
in this Note, the Loan Agreement or any of the Collateral Documents or the
exercise by Crestmark of the right to accelerate the payment or the maturity of
all or any portion of the obligations owing to Crestmark (collectively the
"Obligations"), or the exercise of any option whatsoever contained herein, in
the Loan Agreement or in any of the Collateral Documents, or the prepayment by
Borrower of any of the Obligations, or the occurrence of any contingency
whatsoever, shall entitle Crestmark to charge or receive in any event, interest
or any charges, amounts premiums or fees deemed interest by applicable law (such
interest, charges, amounts, premiums and fees referred to herein collectively as
"Interest") in excess of the maximum rate allowable under applicable law and in
no event shall Borrower be obligated to pay Interest exceeding such maximum
rate, and all agreements, conditions or stipulations, if any, which may in any
event or contingency whatsoever operate to bind, obligate or compel Borrower to
pay Interest exceeding the maximum rate allowable under applicable law shall be
without binding force or effect, at law or in equity, to the extent only of the
excess of Interest over such maximum rate. If any Interest is charged or
received in excess of the maximum rate allowable under applicable law
("Excess"), Borrower acknowledges and stipulates that any such charge or receipt
shall be the result of an accident and bona fide error, and such Excess, to the
extent received, shall be applied first to reduce the principal Obligations and
the balance, if any, returned to Borrower, it being the intent of the parties
hereto not to enter into a usurious or otherwise illegal relationship. The right
to accelerate the maturity of, or to make demand for repayment of any of the
Obligations does not include the right to accelerate any interest that has not
otherwise accrued on the date of such acceleration, and Crestmark does not
intend to collect any unearned interest in the event of any such acceleration.
Borrower recognizes that, with fluctuations in the rates of interest set forth
above and the maximum rate of interest allowable under applicable law, such an
unintentional result could inadvertently occur. All monies paid to Crestmark
hereunder or under the Loan Agreement or any of the Collateral Documents,
whether at maturity or by prepayment, shall be subject to any rebate of unearned
interest as and to the extent required by applicable law. By the execution of
this Note, Borrower covenants that (i) the credit or return of any Excess shall
constitute the acceptance by Borrower of such Excess, and (ii) Borrower shall
not seek or pursue any other remedy, legal or equitable, against
Crestmark, based in whole or in part upon contracting for, charging or receiving
any Interest in excess of the maximum rate allowable under applicable law. For
the purpose of determining whether or not any Excess has been contracted for,
charged or received by Crestmark, all interest at any time contracted for,
charged or received from Borrower in connection with this Note and any other
agreement or document executed in connection herewith, the Loan Agreement or any
of the Collateral Documents shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and spread in equal parts throughout the full
term of the Obligations. Borrower and Crestmark shall, to the maximum extent
permitted under applicable law, (i) characterize any non-principal payment as an
expense, fee or premium rather than as Interest and (ii) exclude voluntary
prepayments and the effects thereof. The provisions of this paragraph shall be
deemed to be incorporated into the Loan Agreement and all Collateral Documents
(whether or not any provision of this paragraph is referred to therein). All
such Loan Agreement and Collateral Documents and communications relating to any
Interest owed by Borrower and all figures set forth therein shall, for the sole
purpose of computing the extent of Obligations, be automatically recommitted by
Borrower, and by any court considering the same, to give effect to the
adjustments or credits required by this paragraph.

         

        
          
             


          

          
            2

            
              

            

          

          
             


          

        

         

        Upon the
occurrence of a Default, which includes failure to pay the indebtedness under
this Note on demand, Crestmark may declare all or part of this Note to be
immediately due and payable. During any period of a Default, the interest rate
on the outstanding Indebtedness will be the greater of ELEVEN AND THREE QUARTERS
PERCENT (11.75%) per annum in excess of the Wall Street Journal Prime Rate or
FIFTEEN PERCENT (15%) (the "Default Rate").
Furthermore, upon the occurrence of a Default, Crestmark has all of the rights
and remedies provided at law or equity or by agreement, including, those under
the Loan Agreement. All remedies are cumulative and not exclusive.

         

        No delay
or failure by Crestmark in exercising any right, remedy, power or privilege
(collectively, a "right") will affect
such right. No single or partial exercise of a right will preclude the exercise
of any other right. No delay or failure of Crestmark at any time to demand
strict adherence to the terms of this Note will be deemed to constitute a course
of conduct inconsistent with Crestmark's right at any time to demand strict
adherence to the terms of this Note.

         

        The
Borrower acknowledges that this Note matures upon issuance and that Crestmark,
at any time, without notice and with or without reason, may demand that this
Note be immediately paid in full or in part. The demand nature of this Note is
not modified by reference to a Default in this Note or in the Loan Agreement or
Collateral Documents. To the extent that there is reference to a Default, such
reference is for the purpose of permitting Crestmark to accelerate this Note not
on a demand basis and/or to receive interest at the Default Rate provided in
this Note. It is expressly agreed that Crestmark may exercise its demand rights
under this Note whether or not a Default has occurred. Crestmark, with or
without reason and without notice, may from time to time make demand for partial
payments under this Note and these demands will not preclude Crestmark from
demanding at any time that this Note be immediately paid in full.

         

        The
Borrower hereby waives presentment for payment, demand, notice of non-payment,
notice of protest and protest of this Note, and all other notices of any kind
and diligence in collection or bringing suit. The liability of the Borrower is
absolute and unconditional, without regard to the liability of any other
party.

         

        
          
             


          

          
            3

            
              

            

          

          
             


          

        

         

        This Note
is executed pursuant to and secured by a Loan and Security Agreement dated of
even date herewith as the same may be amended, restated, modified or altered
from time to time (the "Loan Agreement") and
the Collateral and Collateral Documents therein defined and described. Reference
is made to the Loan Agreement and Collateral Documents for additional terms
relating to this Note and the security given for this Note.

         

        The
Borrower grants Crestmark a security interest in Crestmark's own indebtedness or
liability to the Borrower, if any, however evidenced, including a security
interest in all of the Borrower's deposit accounts, instruments, negotiable
documents and chattel paper which at any time are in the possession or control
of Crestmark as further security for repayment of the Indebtedness of the
Borrower.

         

        The
Borrower will reimburse Crestmark for all reasonable costs and expenses,
including actual attorneys' fees, incurred by Crestmark in enforcing its rights
under this Note and collecting the amounts due under this Note.

        


         

         

        
          
            	ADDRESS:  	BORROWER:	 
	 	 	 
	 	 	 
	 10011
      Pines Blvd. 	
                    DECORATOR
      INDUSTRIES, INC., 

                    a
      Pennsylvania corporation

                  	 
	 	 	 
	 	 	 
	
                    Pembroke
      Pines, FL 33024 

                  	/s/
      William Johnson	 
	 	By:
      William Johnson 	 
	 	Its:  President	 


          



        
          
             


          

          
            4