Exhibit
      10.1

    


    LOAN
      AND SECURITY AGREEMENT

    


    THIS
      LOAN
      AND SECURITY AGREEMENT (the "Agreement")
      has
      been executed, as of this 31st day of October, 2006 ("Closing
      Date"),
      by
      and between RBL Capital Group, LLC, a New York limited liability company
      ("RBL"), and Acies Inc., a wholly owned subsidiary of Acies Corporation
      ("Borrower").

    


    Recitals

    


    Borrower
      has applied to RBL for a Term Loan facility; as such term is defined below,
      in
      the maximum principal sum of up to $2,000,000.00.

    


    Whereas
      Borrower has initially requested to borrow $350,000.00.

    


    Whereas
      Borrower desires to borrow additional funds in the future at which time, if
      eligible, a new additional original Note will be executed and added to and
      governed by this Agreement. Any further loans are subject to the terms and
      conditions of this Agreement, specifically Section 5.01.

    


    Whereas
      Borrower agrees to net out any fees and interim interest due to RBL at time
      of
      funding 

    


    Subject
      to and in accordance with the terms and conditions of this Agreement, RBL is
      willing to make this loan to Borrower.

    


    Agreement

    


    In
      consideration of the promises, the mutual covenants and agreements herein,
      and
      each act performed and to be performed hereunder, Borrower and RBL agree as
      follows:

    


    ARTICLE
      I

    


    Definition
      of Terms

    


    Section
      1.01.
      Accounting
      Terms/Financial Statements.
      All
      accounting terms used herein not expressly defined in this Agreement shall
      have
      the respective meanings given to them in accordance with GAAP. Except as
      otherwise expressly provided herein, all computations and determinations for
      purposes of determining compliance with the financial requirements of this
      Agreement shall be made in accordance with GAAP as in effect on the date hereof.
      Unless otherwise provided for herein, wherever any computation is to be made
      with respect to Borrower, such computation shall be made so as to include all
      items of income, assets and liabilities attributable to Borrower and any other
      entity, which, in conformance with GAAP, is included in the consolidated
      financial statements of Borrower.

     

    Section
      1.02.
      Definitions.
      When
      used in this Agreement each of the following terms shall have the definitions
      set out in this Article I.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Accelerated
      Term Loan Installment(s).
      The
      term "Accelerated
      Term Loan Installment(s)"
      shall
      have the meaning ascribed thereto in Section 3.01(e) of this
      Agreement.

    


    Account(s).
      The
      term "Account(s)"
      shall
      have the meaning ascribed thereto in Section 8.01 of this
      Agreement.

    


    Affiliate.
      The
      term "Affiliate"
      means,
      (a) with respect to any Person, any officer, shareholder or director of such
      Person and any Person or group acting in concert in respect of the Person in
      question that, directly or indirectly, controls or is controlled by or is under
      common control with such Person and (b) without limiting the foregoing but
      specifically with respect to Borrower, any employee, shareholder, officer or
      director.

     

    Agreement.
      The
      term "Agreement"
      means
      this Loan and Security Agreement (including the above recitals and all exhibits
      and schedules thereto) as amended, modified, extended, renewed, supplemented
      and/or restated from time to time and at any time.

    


    Anniversary
      Date.
      The
      term "Anniversary
      Date"
      means
      one year from the Closing Date (i.e., the first Anniversary Date) and the same
      day of each calendar year thereafter.

    


    


    Articles
      of Incorporation.
      The
      term "Articles
      of Incorporation"
      means
      the initial articles of incorporation of Borrower, together with all exhibits,
      amendments and modifications thereto.

    


    Business
      Day.
      The
      term "Business
      Day"
      means a
      day on which RBL's offices in New York, NY are open for the conduct of
      substantially all of its business, except Saturdays, Sundays and days on which
      banks in New York are closed.

    


    By-Laws.
      The
      term "By-Laws"
      means
      the by-laws or operating agreement of Borrower, including all exhibits,
      amendments and modifications thereto.

    


    Cash
      Flow Ratio.
      The
      term "Cash
      Flow Ratio"
      means
      the ratio, during any particular calendar month, of Processing Agreement
      Proceeds to, as applicable, the Term Loan Installment or Accelerated Term Loan
      Installment due in that calendar month.
      

     

    Chase.
      The
      term “Chase” means Chase Paymentech Solutions, LLC successor in interest to:
      i)Paymentech, L.P., a Delaware limited liability company with its principal
      place of business at 1601 Elm, 12th
      floor,
      Dallas Texas 75201and ii)Chase Merchant Services, LLC with its principal place
      of business at 265 Broad Hollow Rd, Melville, NY 11747.

    


    Closing
      Date.
      The
      term "Closing
      Date"
      shall
      have the meaning ascribed thereto in the head of this Agreement.

    


    Collateral.
      The
      term "Collateral"
      shall
      have the meaning ascribed thereto in Section 8.01 of this
      Agreement.

    


    Corporate
      Resolutions.
      The
      term "Corporate
      Resolutions"
      means
      the corporate resolutions of Borrower authorizing one or more officers of
      Borrower to execute and deliver to RBL the Loan Instruments and authorizing
      Borrower to undertake and perform the transactions contemplated by the Loan
      Instruments.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Current
      Financial Statements.
      The
      term "Current
      Financial Statements"
      shall
      have the meaning ascribed thereto in Section 2.01(q) of this
      Agreement.

    


    Debt.
      The
      term "Debt"
      means,
      as of the date any determination thereof is to be made, with reference to any
      Person, all indebtedness, liabilities and obligations which in accordance with
      GAAP should be classified upon such Person's balance sheet as liabilities,
      but
      in any event including liabilities secured by any Lien on property owned or
      acquired by such Person (whether or not the liability secured thereby shall
      have
      been assumed and whether or not such Person is personally liable for the payment
      thereof), and obligations under leases which have been (or which in accordance
      with GAAP should be) capitalized for financial reporting purposes.

    


    Default
      Rate.
      The
      term "Default
      Rate"
      means:
      (i) with respect to the Note, a rate per annum equal to the interest rate which
      would otherwise be in effect under such Note plus three percent (3%) per annum;
      and (ii) with respect to any other amount, obligation or payment, a rate per
      annum equal to the Prime Commercial Rate plus three percent (3%) per
      annum.

    


    Documents.
      The
      term "Documents"
      shall
      have the meaning ascribed thereto in Section 8.01 of this
      Agreement.

    


    ERISA.
      The
      term "ERISA"
      means
      the Employment Retirement Income Security Act of 1974, and the regulations
      used
      thereunder. 

    


    Equipment.
      The
      term "Equipment"
      shall
      have the meaning ascribed thereto in Section 8.01 of this
      Agreement.

    


    Event
      of Default.
      The
      term "Event
      of Default"
      shall
      have the meaning ascribed thereto in Section 7.02 of this
      Agreement.

    


    Financial
      Statements.
      The
      term "Financial
      Statements"
      includes, but is not limited to, balance sheets, profit and loss statements,
      sources and applications of funds statements and reconciliations of net worth
      prepared in accordance with GAAP.

     

    General
      Intangibles.
      The
      term "General
      Intangibles"
      shall
      have the meaning ascribed thereto in Section 8.01 of this
      Agreement.

    


    Indemnified
      Liabilities.
      The
      term "Indemnified
      Liabilities"
      shall
      have the meaning ascribed thereto in Section 9.02 of this
      Agreement.

    


    Indemnified
      Party/Parties.
      The
      term "Indemnified
      Party"
      and
      "Indemnified
      Parties"
      shall
      have the meanings ascribed thereto in Section 9.02 of this
      Agreement.

    


    Instruments.
      The
      term "Instruments"
      shall
      have the meaning ascribed thereto in Section 8.01 of this
      Agreement.

    


    Inventory.
      The
      term "Inventory"
      shall
      have the meaning ascribed thereto in Section 8.01 of this
      Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Lien.
      The
      term "Lien"
      means
      any mortgage, pledge, security interest, encumbrance, lien, charge or deposit
      arrangement of any kind (including, without limitation, any conditional sale
      or
      other title retention agreement or lease in the nature thereof, any sale of
      receivables with recourse against the seller, any filing or agreement to file
      a
      financing statement as debtor under the UCC or any similar statute other than
      to
      reflect ownership by a third party of property leased to Borrower under a lease
      which is not in the nature of a conditional sale or title retention agreement,
      and any subordination arrangement in favor of another Person).

    


    Loan
      Instruments.
      The
      term "Loan
      Instruments"
      means
      this Agreement, the Note, and all other instruments, agreements and documents
      delivered or to be delivered to RBL pursuant to or by virtue of this Agreement,
      as each may be amended, modified, extended, renewed, supplemented and/or
      restated from time to time and at any time.

    


    Loan
      Term.
      The
      term "Loan
      Term"
      means
      that period which begins on the Closing Date and ends on that date on which
      the
      Obligations are paid and satisfied in full and no Obligations thereafter
      arise.

    


    Merchant
      Base.
      The
      term "Merchant
      Base"
      means
      the portfolio of merchants that participate in a merchant bank card processing
      system that originates with Borrower, its assignor or other predecessor in
      interest, under the Processing Agreement.

    


    Note.
      The
      term "Note"
      means
      the Term Loan Note.

    


    Obligations.
      The
      term "Obligations"
      means,
      collectively, all present and future indebtedness, obligations and liabilities,
      and all renewals and extensions thereof, now or hereafter owed to RBL by
      Borrower evidenced by or arising under, by virtue of or pursuant to this
      Agreement, the Note or any other of the Loan Instruments, and any present and
      future indebtedness, obligations and liabilities, and all renewals and
      extensions thereof, now or hereafter owed to RBL by Borrower, together with
      all
      costs, expenses and reasonable attorneys' fees incurred by RBL in the
      enforcement or collection thereof, whether such indebtedness, obligations and
      liabilities are direct, indirect, fixed, contingent, liquidated, unliquidated,
      joint, several, joint and several, now exist or hereafter arise, or were prior
      to acquisition thereof by RBL, owed to some other Person. 

     

    Permitted
      Liens.
      The
      term "Permitted
      Liens"
      means,
      collectively: (i) mechanics', materialmen's, carriers', warehousemen's and
      similar Liens arising by operation of law and arising in the ordinary course
      of
      business and securing obligations of such Person that are not overdue for a
      period of more than sixty (60) days or are being contested in good faith by
      appropriate proceedings diligently pursued, provided that in the case of any
      such contest any proceedings commenced for the enforcement of such Liens shall
      have been duly suspended and provision for the payment of such Liens has been
      made on the books of such Person to the extent required by GAAP; (ii) Liens
      arising in connection with worker's compensation, unemployment insurance, old
      age pensions and social security benefits which are not overdue or are being
      contested in good faith by appropriate proceedings diligently pursued, provided
      that in the case of any such contest any proceedings commenced for the
      enforcement of such Liens shall have been duly suspended and provision for
      the
      payment of such Liens has been made on the books of such Person to the extent
      required by GAAP; (iii) Liens granted to RBL pursuant to any of the Loan
      Instruments; (iv) existing and future Liens on specific equipment, software
      and
      furniture used in the ordinary course of business, (v) interests of the
      processors under the Primary Processing Agreement or any other Processing
      Agreement and (vi) those liens and encumbrances described on Exhibit
      B
      attached
      hereto and made a part hereof for all purposes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Person.
      The
      term "Person"
      means
      any individual, firm, corporation, association, partnership, joint venture
      or
      other entity.

    


    Prepayment
      Premium.
      The
      term "Prepayment
      Premium"
      means a
      fee, based upon a percentage of the principal balance of the Term Loan Note
      if
      Borrower were current thereunder and its obligations determined where such
      percentage is equal to two percent (2%). Notwithstanding the above, in the
      event
      Borrower is eligible and requests additional funding and RBL declines such
      request, the Prepayment Premium will be waived for all outstanding loans.


    


    Primary
      Processing Agreement.
      The
      term “Primary
      Processing Agreement”
means
      (A) collectively the: i) Marketing Agreement executed by and among Borrower
      and
      Chase Merchant Services, LLC dated as of December 9, 2002 and the ii) Card
      Processing Agreements by and among Borrower and Paymentech, L.P. dated October
      25, 2004, and (B) any future processing agreement entered into pursuant to
      Section 6.02(o) of this Agreement, as any of the foregoing may be amended,
      restated or otherwise modified from time to time in accordance with this
      Agreement. A copy of the existing Primary Processing Agreement(s) are attached
      hereto as Exhibit A.

    


    Prime
      Commercial Rate.
      The
      term "Prime
      Commercial Rate"
      means a
      variable per annum interest rate equal at all times to the rate of interest
      established and quoted by Bank of America, or its successor, as its prime rate,
      such rate to change contemporaneously with each change in the established and
      quoted rate. In the event that such bank, during the term hereof, shall abolish
      or abandon the practice of publishing its prime rate, or should the same or
      any
      Replacement Prime Commercial Rate (as such term is hereinafter defined) become
      unascertainable, RBL shall select any alternative rate which in its reasonable
      judgment is substantially equivalent to the "Prime Commercial Rate" (or
      Replacement Prime Commercial Rate, as the case may be) being replaced, expressed
      as a per annum rate, and, effective as of the date notice of such selection
      is
      given by RBL to Borrower, such selected alternative rate of interest (the
      "Replacement
      Prime Commercial Rate")
      shall
      constitute the "Prime Commercial Rate." The Prime Commercial Rate is a reference
      rate and does not necessarily represent the lowest or best rate actually charged
      to a customer by RBL. RBL may make commercial loans or other loans at an
      interest rate per annum at, above or below the Prime Commercial
      Rate.

    


    Proceeds.
      The
      term "Proceeds"
      shall
      have the meaning ascribed thereto in Section 8.01 of this
      Agreement.

    Processing
      Agreement.
      The
      term “Processing
      Agreement”
means
      any agreement between Borrower and any Person other than with Chase, in which
      such Person agrees to perform the services performed by Chase pursuant to the
      Primary Processing Agreement.

    


    Processing
      Agreement Proceeds.
      The
      term "Processing
      Agreement Proceeds"
      means
      the aggregate payments received during any calendar month by Borrower under
      the
      Primary Processing Agreement and any other Processing Agreement.

    


    RBL's
      Office.
      The
      term "RBL's
      Office"
      means
      the office of RBL located at the following address: 16w281 West 83rd
      Burr
      Ridge, IL 60527 Suite B

    


    Shareholders.
      The
      term "Shareholders"
      means
      each of the Persons identified on Exhibit C
      hereto.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Shareholder
      Distribution.
      The
      term "Shareholder
      Distribution"
      means
      any dividend, redemption or other acquisition for value of capital stock now
      or
      hereafter outstanding, return of capital or any distribution of assets to any
      of
      the Shareholders, including any repayment of debt owed to the Shareholders
      by
      Borrower. 

     

    Solvent.
      The
      term "Solvent"
      means,
      when used with respect to any Person, that: (i) the fair salable value of
      its assets is in excess of the total amount of its liabilities (including for
      purposes of this definition all liabilities, whether or not reflected on a
      balance sheet prepared in accordance with GAAP, and whether direct or indirect,
      fixed or contingent, disputed or undisputed); (ii) it is able to pay its
      debts or obligations in the ordinary course as they mature; and
      (iii) Person has capital sufficient to carry on its business and all
      business in which it is about to engage.

    


    Term
      Loan.
      The
      term "Term
      Loan"
      means
      the indebtedness represented by the Term Note.

    


    Term
      Loan Installment(s).
      The
      term "Term
      Loan Installment(s)"
      shall
      have the meaning ascribed thereto in Section 3.01(d) of this
      Agreement.

    


    Term
      Loan Maturity Date.
      The
      term "Term
      Loan Maturity Date"
      shall
      have the meaning ascribed thereto in Section 3.01(a) of this
      Agreement.

    


    Term
      Loan Note.
      The
      term "Term
      Loan Note"
      shall
      have the meaning ascribed thereto in Section 3.01(b) of this
      Agreement.

    


    Term
      Loan Rate.
      The
      term "Term
      Loan Rate"
      shall
      have the meaning ascribed thereto in Section 3.01(c) of this
      Agreement.

    


    Tri-Party
      Agreement.
      The
      term “Tri-Party
      Agreement”
shall
      mean that Agreement dated October 26, 2006 by and between Borrower, RBL, and
      the
      processor under the Primary Processing Agreement, as may be amended, restated
      or
      otherwise modified from time to time in accordance with this Agreement (attached
      as Exhibit C).

    UCC.
      The
      term "UCC"
      means
      the New York Uniform Commercial Code, as amended and as may hereafter be further
      amended or revised.

     

    ARTICLE
      II

    


    Representations
      and Warranties of Borrower

    


    Section
      2.01.
      Representations
      and Warranties of Borrower.
      To
      induce RBL to enter into this Agreement and to make the Term Loan, Borrower
      represents and warrants to RBL that:

    


    (a)
      Organization/Standing.
      Borrower is and will continue to be a duly formed and validly existing
      corporation in good standing under the laws of the State of Nevada. Borrower
      is
      duly qualified and in good standing as a foreign corporation, and is duly
      authorized to do business, in each jurisdiction in which the failure to so
      qualify would have a material adverse effect on the condition (financial or
      otherwise), properties, business, prospects or results of operations of
      Borrower.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b)
      Right
      and Power.
      Borrower has full right, power and authority, corporate and otherwise, to own
      the Collateral, to execute and deliver the Loan Instruments, to borrow funds,
      and to otherwise consummate the transactions contemplated by this
      Agreement.

    


    (c)
      Authorization,
      Validity and Binding Effect.
      The
      execution, delivery and performance by Borrower of the Loan Instruments, and
      the
      borrowing contemplated thereunder, have been duly authorized by all necessary
      corporate action taken on the part of Borrower. This Agreement does, and the
      other Loan Instruments will when duly executed and delivered, constitute valid,
      legal and binding obligations of Borrower enforceable in accordance with their
      respective terms.

    


    (d)
      Litigation.
      There
      is no action, litigation or proceeding pending or threatened against or
      involving Borrower or the Collateral in any court or before or by any agency
      or
      regulatory body which could result in a judgment or liability against Borrower
      or the Collateral that is likely to materially adversely affect any material
      asset of Borrower, including without limitation all or any part of the
      Collateral, or the income of Borrower or right of Borrower to carry on its
      businesses as now conducted or as intended to be conducted. Borrower is not
      in
      material default with respect to any order, writ, injunction, decree or demand
      of any court or regulatory body and is not in violation of any material
      ordinance, law or regulation of any governmental authority applicable to
      Borrower or its businesses or properties.

    


    (e)
      intentionally left blank

    


    (f)
      Articles
      of Organization.
      The
      copy of the Articles of Organization delivered on behalf of Borrower to RBL
      on
      the date hereof is a true, complete and correct copy of the Articles of
      Organization, as in effect on the Closing Date.

    


    (g)
      Other
      Commitments, etc.
      Neither
      the execution of, nor the consummation of the transactions and borrowing
      contemplated by the Loan Instruments, nor compliance with the terms and
      provisions of the Loan Instruments, will conflict with, result in a breach
      of,
      or constitute a default under any of the terms, conditions or provisions of
      the
      Articles of Organization or operating agreement or any agreement, lease,
      indenture, mortgage, deed of trust, land contract, license or other instrument
      to which Borrower is a party or by which Borrower or any of its assets are
      or
      may be bound or affected or to which Borrower is subject, or any law,
      regulation, order, writ, injunction or decree of any court or agency or
      regulatory body having jurisdiction.

    


    (h)
      Payment
      of Taxes.
      Borrower has filed all tax returns which were required to be filed by it prior
      to and as of the date of this Agreement and has paid all taxes and assessments
      which to Borrower's knowledge are payable by it, to the extent that the same
      have become due and payable and before they became delinquent. Borrower does
      not
      know of any proposed material tax assessment against it or any of its properties
      for which adequate provision has not been made on its books.

    


    (i)
      Governmental
      Consents.
      There
      are no governmental authorizations, permits, certificates, licenses, filings,
      registrations, approvals or consents which must be obtained, received or made,
      and which have not been obtained, received or made as of the date of this
      Agreement, for Borrower lawfully to (i) make, execute and deliver the Loan
      Instruments or (ii) perform all of its obligations under the Loan
      Instruments.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (j)
      Compliance.
      Borrower is in substantial compliance with and in conformity to all laws,
      ordinances, rules, regulations, and all other legal requirements the violation
      of which would have a material, adverse effect on its businesses, financial
      condition or properties.

    


    (k)
      Use
      of
      Proceeds.
      The
      proceeds of the Term Loan will be used as working capital for the operations
      and
      growth of the business of Borrower and to payoff any outstanding loans from
      officers.

    


    (l)
      Fictitious
      Names.
      Borrower has not, during the preceding six (6) years, been known as or used
      any
      other corporate or fictitious names and Borrower shall not change its corporate
      name without the prior written consent of RBL.

    


    (m)
      ERISA
      Compliance.
      If and
      to the extent applicable to Borrower, Borrower is in compliance with ERISA
      and,
      without limitation of the foregoing, no fact including, but not limited to,
      any
      "reportable event" (as such term is defined in ERISA) exists or shall exist
      during the term of this Agreement in connection with any "Employee Pension
      Benefit Plan," as such term is defined in ERISA, or any such plan currently
      in
      effect which might constitute grounds for the termination of any such plan
      by
      the "Pension Benefit Guaranty Corporation," as such term is defined in ERISA,
      or
      for the appointment by the appropriate United States District Court of a trustee
      to administer such plan, and Borrower has not received any notice to the effect
      that it is not in full compliance with any of the requirements of ERISA. No
      such
      plan maintained by Borrower, nor any trust created thereunder, has incurred
      any
      "accumulated funding deficiency," as such term is defined in Section 302 of
      ERISA, nor does the present value of all benefits vested under all such plans
      exceed, as of the last annual valuation date, the value of the assets of such
      plans allocable to such vested benefits.

    


    (n)
      Labor
      Agreements.
      There
      are no labor agreements between Borrower and the representative of any of the
      employees of Borrower, other than employment agreements.

    


    (o)
      Solvency.
      Borrower is Solvent and will continue to be Solvent following the consummation
      of the transactions contemplated by this Agreement.

    


    (p)
      Location
      of Borrower.
      The
      chief executive office and principal place of business of Borrower is 14 Wall
      Street, New York, NY, 10005.

    


    (q)
      Financial
      Statements.
      The
      Financial Statements of Borrower previously delivered to RBL in connection
      with
      Borrower's application for the Term Loan (the "Current
      Financial Statements")
      correctly and fairly present the financial condition and results of operations
      of Borrower as of the dates and for the periods shown and covered thereby.
      Borrower knows of no material liabilities, direct, indirect, contingent or
      otherwise, not shown on the Current Financial Statements, and there has been
      no
      material, adverse change in its assets or condition (financial or otherwise)
      since that date of the Current Financial Statements.

    


    (r)
      Title
      to Assets and Properties.
      Borrower has good and marketable title to all of the properties and assets
      reflected on the Current Financial Statements pertaining to Borrower and all
      properties and assets acquired by Borrower thereafter and prior to the date
      hereof, except for such assets as have been disposed of since the date of such
      Current Financial Statements in the ordinary course of business or are no longer
      used or useful in the conduct of its business.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (s)
      No
      Casualty.
      Since
      the date of the Current Financial Statements pertaining to Borrower, no damage,
      injury or adverse impairment of or to the Collateral by virtue of casualty
      or
      other cause has occurred.

    


    (t)
      Primary
      Processing Agreement.
      The
      copy of the Primary Processing Agreement delivered by Borrower to RBL, and
      attached hereto as Exhibit
      A,
      is a
      true, accurate and complete copy of such agreement in the form existent on
      the
      Closing Date. There are no other Processing Agreements in effect as of the
      Closing Date.

     

    Section
      2.02.
      Full
      Disclosure--Survival of Representations and Warranties.
      Borrower further warrants to RBL that to the best of its knowledge and belief:
      (a) none of the written statements, representations or warranties furnished
      by
      Borrower to RBL in connection with this Agreement or any of the other Loan
      Instruments contain or will contain any untrue statement or omits or will omit
      a
      material fact necessary to make the statements contained therein or herein,
      in
      light of the circumstances when made, misleading and (b) there is no fact which
      Borrower has not disclosed to RBL in writing which materially, adversely affects
      or which will materially, adversely affect the Collateral or the condition
      (financial or otherwise) of Borrower. All representations and warranties made
      by
      Borrower under or in connection with any of the Loan Instruments shall survive
      the making of the Term Loan provided for herein and issuance and delivery of
      the
      Note to RBL, notwithstanding any investigation made by RBL or on RBL's
      behalf.

     

    ARTICLE
      III

     

    Borrowing
      Terms 

    


    Section
      3.01.
      The
      Term Loan

    


    (a)
      Term
      Loan--In General.
      RBL has
      heretofore agreed, subject to the terms and subject to the conditions
      hereinafter set forth, to lend to Borrower the aggregate of Two Million Dollars
      and Borrower intends to initially
      borrow
      from RBL hereunder the principal sum of Three Hundred and Fifty Thousand Dollars
      ($350,000.00) (“Initial Loan”) for the term ending on that date (the
"Term
      Loan Maturity Date")
      which
      is the earlier of: (a) April 30th,
      2008,
      (b) that date on which RBL accelerates payment of the Term Loan or (c) Borrower
      exercises its prepayment options in their entirety. All loans shall be payable
      in 18 monthly equal fully amortizing loan payments.

    


    (b)
      Term
      Loan Note.
      Borrower's obligation to pay the principal of, and interest on, the Term Loan
      shall be evidenced by a promissory note payable to the order of RBL in the
      principal amount of $350,000.00 executed and delivered by Borrower to RBL on
      the
      Closing Date pursuant to and in accordance with Section 5.01(c) of this
      Agreement, in form and substance the same as Exhibit D
      attached
      hereto and made a part hereof for all purposes, and being referred to herein,
      together with all extensions, renewals and replacements thereof, as any of
      the
      foregoing may be amended and/or restated from time to time and at any time,
      as
      the "Term
      Loan Note".
      

    


    (c)
      Interest
      on the Term Loan.
      The
      Term Loan, as evidenced by the Term Loan Note, shall bear interest (the
      "Term
      Loan Rate"):
      (i) from and after the date of the Term Loan Note until the Term Loan
      Maturity Date, at a fixed rate per annum equal to seventeen and fifteen one
      hundredths percent (17.15%) per annum and (ii) after the Term Loan Maturity
      Date until paid in full, at a rate per annum equal to the Default Rate. Such
      interest calculations are on a per annum basis, compounded monthly. For any
      additional Loans contemplated herein, the Term Loan Rate will be calculated
      using an 890 basis point spread to the U.S. Prime Rate that exists three (3)
      business days prior to the specific subsequent funding. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d)
      Initial
      Payments Required.
      Commencing on or before November 30th, 2006 and on no later than the 30th day
      of
      each calendar month thereafter until and including the Term Loan Maturity Date,
      Borrower shall, subject to the provisions of Section 3.01(e), make, as evidenced
      by the Term Loan Note, eighteen (18) equal monthly payments of principal and
      interest (referred to herein collectively as "Term
      Loan Installments"
      and
      individually as a "Term
      Loan Installment"),
      which
      in the case of the Initial Loan shall be each in the amount of $22,190.50.
      For
      subsequent Term Loan Notes, the Term Loan Installments will be made and governed
      by this Agreement and the specific Term Loan Note.

    


    (e)
      Accelerated
      Payment Schedule.
      In the
      event that the Cash Flow Ratio as at the end of any two consecutive calendar
      months is less than 4.0:1.0, then Borrower shall begin, as of the next date
      that
      a Term Loan Installment would fall due, making payments of principal and
      interest, instead of in the amount of a Term Loan Installment, in the sum of
      One
      Hundred Fifty Percent (150%) of the Term Loan Installment (referred to herein
      collectively as "Accelerated
      Term Loan Installments"
      and
      individually as a "Accelerated
      Term Loan Installment")
      (which
      in the case of the Initial Loan would in the amount of $44,000). Accelerated
      Term Loan Installments shall be applied first to accrued interest, then to
      other
      Obligations, and, finally, to the remaining principal balance of the Term Note.
      RBL's receipt of Accelerated Term Loan Installments shall not constitute a
      prepayment, but shall constitute a payment under the Term Loan Note. In the
      event that Borrower begins making Accelerated Term Loan Installments but the
      Cash Flow Ratio as at the end of any calendar month is equal to or greater
      than
      4.0:1.0 for two (2) consecutive months, then Borrower shall resume, as of the
      next date that an Accelerated Term Loan Installment would fall due following
      such three (3) months, making payments of principal and interest in an amount
      equal to the Term Loan Installments.

    


    (f) Prepayment
      of the Term Loan.
      Borrower may prepay the principal of the Term Loan with the payment of the
      Prepayment Premium.

    


    (g) Notice
      to Chase.
      RBL
      agrees to notify the processor under the Primary Processing Agreement promptly
      upon payment in full of (i) any Term Loan Note and simultaneously to instruct
      Chase to no longer remit any Processing Agreement Proceeds to RBL with respect
      to that Term Loan Note and (ii) all outstanding Obligations and simultaneously
      to instruct Chase to terminate the Tri-Party Letter in its
      entirety..

    


    Section
      3.02.
      Payments/Late
      Payments

    


    (a)
      All
      Term Loan Installments (or Accelerated Term Loan Installments for so long as
      such installments are due pursuant to Section 3.01(e)) to be made by Borrower
      on
      account of the Loan shall be made to RBL's Office not later than 11:00 A.M.
      (EST) on the date when due in each case in lawful money of the United States
      of
      America and in immediately available funds. Pursuant to the Tri-Party Agreement,
      Borrower has authorized and directed Chase to pay all amounts otherwise due
      to
      Borrower from Chase pursuant to the Primary Processing Agreement. RBL, after
      deducting any amount due under this Loan Agreement, will electronically remit
      the excess within a twenty-four (24) hour period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b)
      In
      the event that for any reason Chase does not pay all of the Term Loan
      Installment (or Accelerated Term Loan Installments for so long as such
      installments are due pursuant to Section 3.01(e)) on the date each such payment
      is due; RBL shall promptly notify Borrower, and Borrower authorizes RBL to
      automatically withdraw all such payments that remain unpaid hereunder and under
      the Term Loan Note by initiating debit entries to Borrower account at {NEED
      TO
      FILL IN}evidenced by the check copy provided, or such other financial
      institution as may be used by Borrower from time to time. Borrower hereby
      authorizes its financial institution referenced above to accept and to charge
      any debit entries initiated by RBL to Borrower’s account and agrees to execute
      any further documentation required by such financial institution to accomplish
      such authorization.

    


    (c)
      In
      the event any Term Loan Installment or Accelerated Term Loan Installment due
      under the Note is not received by RBL in full within ten (10) days after the
      due
      date thereof, and the same subsequently is received and accepted by RBL,
      Borrower shall pay RBL on demand a late charge in the amount of Five Percent
      (5%) of the amount of the delinquent Term Loan Installment or Accelerated Term
      Loan Installment.

    


    (d)
      Monies received by RBL shall be applied toward accrued interest and then
      principal. Except as otherwise expressly set forth in this Agreement, Borrower
      shall not have the right to prepay or to reborrow any amounts repaid under
      the
      Term Loan. Any monies received other than on the date that a Term Loan
      Installment or Accelerated Term Loan Installment first becomes due shall, if
      received prior thereto and except as provided in Section 3.01(f), be applied
      on
      the date that the next Term Loan Installment or Accelerated Term Loan
      Installment falls due.

    


    Section
      3.03.
      Collection
      Costs.
      All
      amounts payable by Borrower under or pursuant to any of the Loan Instruments
      shall be payable without relief from valuation and appraisement
      laws.

    


    Section
      3.04.
      Closing.
      Closing
      of the Loan shall be held on the Closing Date, at RBL's Office or such other
      place as it may direct. On or prior to the Closing Date and the date of funding
      (“Future Funding Dates”) of each future funding of a loan under this Agreement,
      Borrower shall have fulfilled the conditions specified in Section 5.01 of this
      Agreement and shall at the closing deliver to RBL those Loan Instruments
      required to be delivered by Borrower to RBL pursuant to subsection 5.01(c)
      of
      this Agreement. 

    


    ARTICLE
      IV

    


    Security
      for Obligations

    


    Section
      4.01.
      Security
      for Obligations.
      Payment
      of the Obligations at all times during the Loan Term, shall be secured by a
      first and prior security interest in the Collateral, subject only to Permitted
      Liens.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    ARTICLE
      V

    


    Borrowing
      Conditions

    


    Section
      5.01.
      Conditions
      Precedent to Loan.
      The
      obligations of RBL hereunder to make the Term Loan shall be subject to full
      satisfaction of the following conditions precedent:

    


    (a)
      General.
      All
      documents and legal matters relating to the Loan hereunder and all proceedings
      to be taken on or prior to the Closing Date in connection with the performance
      of this Agreement shall be satisfactory in form and substance to RBL, and RBL
      shall have received copies of all such documents and other evidence as it may
      reasonably require or request in order to establish and confirm that all
      necessary proceedings in connection with the Loan contemplated by this Agreement
      have been taken.

    


    (b)
      No
      Changes.
      On the
      Closing Date or Future Funding Dates, there shall not have been any material
      adverse change in the assets or condition (financial or otherwise) of Borrower,
      as such assets or conditions are reflected in the Financial Statements that
      have
      been provided to RBL in connection with Borrower's application for the Loan
      or
      for additional Loans.

    


    (c)
      Conditions
      Precedent.
      On or
      prior to the Closing Date, or, except as otherwise indicated, any Future Funding
      Date, RBL shall have received or Borrower must be in compliance
      with:

    


    
      	 	
              (i)

            	
              Note.
                A
                Term Note, duly authorized, executed and delivered by Borrower, and
                in
                compliance with the provisions of Article III of this
                Agreement;

            


    

    


    
      	
            	(ii)	
              Certain
                Agreements.
                On the Closing Date, a true, accurate and complete copy of the Primary
                Processing Agreement;

            


    

    


    
      	
            	(iii)	
              Incumbency
                Certificate/Corporate Resolutions.
                On the Closing Date, the Corporate Resolutions and a certificate
                of the
                president of Borrower certifying the names of the officers of Borrower
                authorized to sign the Loan Instruments, together with a sample of
                the
                true signature of each such
                officer;

            


    

    


    
      	
            	(iv)	
              Passage
                of time.
                Between any additional Notes, there must be a passage of time of
                a minimum
                of sixty (60) days.

            


    

    


    
      	 	
              (v)

            	
              Constituent
                Documents.
                On the Closing Date, a Certificate of Good Standing for Borrower
                dated no
                more than ten (10) days prior to the Closing
                Date.

            


    

    


    
      	 	
              (vi)

            	
              UCC-1.
                On the Closing Date, a signed UCC-1 financing statement in a form
                acceptable to RBL.

            


    

    


    
      	 	
              (vii)

            	
              Material
                Adverse Change.
                No material adverse change in either the financial condition of the
                Borrower or in the economic condition of the payment processing industry.
                

            


    

     

    
      	 	
              (viii)

            	
               Subsequent
                fundings.
                Subsequent fundings are capped at a maximum of i) eight (8) times
                the
                previous three month average of residuals received under the Primary
                Processing Agreement less ii) any Loans previously
                funded.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ix)

            	
              Merchant
                Growth.
                From the previous Loan to the anticipated additional funding, a net
                positive merchant count growth must
                exist.

            


    

     

    ARTICLE
      VI

    


    Affirmative
      and

    Negative
      Covenants of Borrower

    


    Section
      6.01.
      Affirmative
      Covenants of Borrower.
      Until
      payment in full of all of the Obligations and the performance by Borrower of
      all
      of its other obligations under the Loan Instruments, Borrower covenants and
      agrees that, unless RBL shall otherwise consent in writing as provided in
      Section 9.05 hereof, it will:

    


    (a)
      Intentionally left blank

    


    (b)
      Workmen's
      Compensation.
      Maintain workmen's compensation insurance in such amounts as may be required
      by
      applicable law. 

    


    (c)
      Books,
      Existence, etc.
      Keep
      proper, accurate and complete books of account and do or cause to be done all
      things necessary to: (i) preserve its existence under the laws of the State
      of
      Nevada, or, after 10 days notice to RBL, such other jurisdiction as Borrower
      shall become incorporated; (ii) remain or become qualified and/or authorized
      to
      engage in business in good standing in the State of Nevada and all other
      jurisdictions in which the character of its properties or the transaction of
      its
      business make such qualifications and/or authorization necessary, the absence
      of
      which would have a negative material effect on Borrower; and (iii) preserve
      and
      maintain in full force and effect all other qualifications, certificates or
      licenses required for the conduct of the businesses of Borrower the absence
      of
      which would have a negative material effect on Borrower.

    


    (d)
      Payment
      of Taxes.
      Pay and
      discharge all taxes, assessments and governmental charges or levies imposed
      upon
      it or on income or profits or upon property belonging to it prior to the date
      on
      which penalties attach thereto and all lawful claims and debts which, if unpaid,
      might become a lien or charge upon the property of Borrower, provided that
      Borrower shall not be required to pay any such tax, assessment, charge, levy
      or
      claim for which Borrower has obtained a bond or insurance, or for which it
      has
      established a reserve and the payment of which is being contested in good faith
      and by appropriate proceedings which are being reasonably and diligently
      pursued. 

    


    (e)
      Financial
      and Other Reports.
      Maintain a standard system of accounting in accordance with GAAP and furnish
      or
      cause to be furnished to RBL:

    


    
      	 	
              (i)

            	
              As
                soon as available and in any event within one hundred twenty (120)
                days
                after the end of each fiscal year of Borrower ending after the Closing
                Date, annual Financial Statements for Borrower, each based upon Borrower's
                internal statements and with oversight by Borrower’s existing accounting
                firm. RBL will be given written notice of any change in accounting
                firms:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              Within
                forty-five (45) days after filing, true and correct copies of all
                state
                and federal tax returns filed by
                Borrower;

            


    

    


    
      	 	
              (iii)

            	
              Such
                other reports and additional financial and other information relating
                to
                the business, affairs and financial condition of Borrower and with
                respect
                to the Collateral as RBL reasonably may request in writing from time
                to
                time, including but not limited to (x) interim financial information,
                based upon the Borrower's internal figures, on a quarterly basis
                or such
                other frequency as RBL may reasonably require after reasonable notice
                and
                (y) on a monthly basis, and by the 25th
                day following any particular month, Borrower shall deliver to RBL
                a
                readable electronic data file with respect to the Primary Processing
                Agreement, which information shall provide only summary information
                on
                such matters as, without limitation, active merchant count, number
                of new
                merchant additions, merchant closures and/or cancellations, processing
                volume, gross revenue generated, net revenue generated, and aggregate
                Processing Agreement Proceeds distributed to Borrower for the given
                month.

            


    

    


    (f)
      Access
      to Premises and Records.
      At all
      reasonable times and as often as RBL may request in writing ten (10) Business
      Days in advance, permit authorized representatives of RBL to: (i) have access
      to
      the Collateral and to the financial records of Borrower and other records
      relating to the operations and procedures of Borrower; and (ii) discuss the
      affairs, finances and accounts of Borrower with, and be advised as to the same
      by, the officers of Borrower, all as shall be relevant to the performance or
      observance of the terms, covenants and conditions of this Agreement or the
      other
      Loan Instruments or the financial condition of Borrower, provided that Borrower
      cannot be required to violate Association Rules, Privacy Act guidelines or
      any
      other Legislative Act as it related to non-public, personal information.
      Notwithstanding the above, RBL shall only be entitled to access the premises
      once in a calendar year unless and until such time as the occurrence and during
      the continuation of an Event of Default.

    


    (g)
      Litigation.
      Notify
      RBL in writing, promptly upon learning thereof, of any litigation commenced
      against Borrower that may have a material adverse effect on the business,
      assets, operations, prospects or financial or other condition of Borrower,
      Borrower's ability to pay the Obligations in accordance with the terms of this
      Agreement, or the Collateral.

    


    (h)
      Notices.
      Immediately inform RBL by written notice of the occurrence of any event or
      condition of any nature that may reasonably constitute or may lead to or may
      result in an Event of Default.

    


    (i)
      Payment
      of Debt.
      Pay,
      when due, but in any event within five business days of the acceleration
      thereof, any individual Debt of Borrower in excess of $100,000.00 payable to
      any
      Person, excepting only any Debt the payment of which is subordinated to the
      payment of the Obligations and any Debt that is being contested in good
      faith.

    


    (j)
      Compliance
      With ERISA.
      At all
      times comply with all of the requirements of ERISA, to the extent the same
      may
      be applicable to Borrower. Promptly upon becoming aware of the occurrence or
      a
      "reportable event" or "prohibited transaction" (as those terms are defined
      by
      ERISA), with respect to any plan or trust under which Borrower is the employer
      or to which it is a party, Borrower will give RBL notice thereof and the
      penalties applicable thereto, the action which Borrower is taking or proposes
      to
      take with respect thereto and, when known, the action taken by any enforcement
      authority having or asserting jurisdiction.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (k)
      Comply
      With Laws.
      Perform
      and promptly comply, and cause all property of Borrower to be maintained, used
      and operated in accordance, in each case in all material respects, with all
      of
      the following, the violation of which is likely to have a material adverse
      effect on the financial condition of the Borrower: (i) present and future laws,
      ordinances, rules, regulations, orders and requirements (including, without
      limitation, zoning ordinances, building codes and environmental laws, and the
      regulations adopted pursuant thereto and any other similar applicable federal,
      state or local laws, rules, regulations or ordinances) of every duly constituted
      governmental or quasi-governmental authority or agency applicable to Borrower,
      or any of its properties; (ii) similarly applicable orders, rules and
      regulations of any regulatory, licensing, accrediting, insurance underwriting
      or
      rating organization or other body exercising similar functions, to the extent
      usually complied with by companies engaged in similar businesses and owning
      similar properties in the same general areas in which Borrower operates; and
      (iii) similarly applicable duties or obligations of any kind imposed under
      any
      certificate of occupancy or otherwise by law, covenant, conditions, agreement
      or
      easement, public or private.

    


    (l)
      Maintenance
      of Property.
      Except
      as to equipment or inventory no longer used or useful to the business of
      Borrower, keep and maintain its material equipment in good operating condition
      and repair (ordinary wear and tear excepted) and shall make all necessary
      replacements thereof and renewals thereto so that the value thereof and the
      operating efficiency of Borrower shall at all times be maintained and preserved.
      Borrower shall not permit its equipment to be operated or maintained in
      violation of any applicable law, statute, rule or regulation and, with respect
      to all items of leased equipment, Borrower shall keep, maintain, repair, replace
      and operate such leased equipment in accordance with the terms of the applicable
      lease, in either case, to the extent necessary, in the aggregate, to avoid
      any
      materially adverse impact to Borrower.

    


    (m)
      Pay
      Loan, Obligations, Etc.
      To pay
      the Note (including all interest and other charges and premiums which hereafter
      accrue thereon or are payable with respect thereto) and all other Obligations
      in
      accordance with the terms of this Agreement and the other Loan Instruments,
      subject to applicable grace periods.

    


    (n)
      Minimum
      Cash Flow Ratio.
      Maintain a Cash Flow Ratio of not less than 3.0:1.0 as at the end of each
      calendar month during the Loan Term.

    


    (o)
      Compliance
      with Certain Agreements.
      Comply
      with all of the terms and conditions of the Primary Processing Agreement, such
      that the counterparty thereto does not terminate that agreement.

    


    (p)
      Officer
      Certification.
      Submit,
      upon request and in any event within thirty (30) days of the close of each
      calendar quarter beginning with the quarter ending December 31, 2006, a
      certificate, executed by the chief financial officer of Borrower, certifying
      that Borrower, to the best of the chief financial officer’s actual knowledge, is
      in compliance with all of the terms and conditions of (i) this Agreement and
      (ii) is in material compliance with all terms and conditions of the Primary
      Processing Agreement, except, in either case, as indicated in that
      certificate.

     

    Section
      6.02.
      Negative
      Covenants of Borrower.
      Until
      repayment in full of all of the Obligations and the performance by Borrower
      of
      all of its other obligations under the Loan Instruments, Borrower covenants
      and
      agrees that, unless the prior written consent of RBL is obtained as provided
      in
      Section 9.05 hereof, it will not:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (a)
      Disposition
      of Assets.
      Sell,
      lease, assign, transfer or otherwise dispose of any of Borrower's rights, title
      or interests in and to the Collateral, excepting only sales or other
      dispositions of obsolete or unused equipment or equipment being replaced in
      the
      ordinary course of Borrower's business.

    


    (b)
      No
      Liens.
      Create
      or permit any Lien upon any part of the Collateral other than Permitted
      Liens.

    


    (c)
      No
      Guarantees or Contingent Obligations.
      Except
      pursuant to this Agreement, guarantee, assume or otherwise become directly
      or
      contingently liable for, the Debt of any Person, in excess of $200,000.00
      annually

    


    (d)
      Limitations
      on Extensions of Credit.
      Except
      as otherwise set forth herein, make any loan or advance or extend any credit
      to
      any Person in excess of $200,000.00 annually.

    


    (e)
      No
      Changes in Business.
      Make or
      permit to be made any material change in the character of its business as
      conducted on the Closing Date, other than to grow the business by means of
      the
      amount of the Term Loan or otherwise.

    (f)
      No
      Amendments/Modifications To Constituent Documents.
      Permit
      any Person to amend, modify, restate or otherwise change in any way the Articles
      of Incorporation or By-Laws without first receiving the written consent of
      RBL
      if, in the reasonable opinion of RBL following notice from Borrower, receipt
      of
      Borrower's written evaluation of the proposed change, and a reasonable
      opportunity to consider such matter, the effect of such amendment, modification,
      restatement or other change is or may be material and adverse to the (i)
      financial condition or prospects of Borrower, (ii) any of the rights of RBL
      or
      (iii) any of the Collateral.

    


    (g)
      No
      Additional Debt.
      Except
      as otherwise set forth herein (including but not limited to Exhibit B) create,
      incur, assume or suffer to exist any Debt for money borrowed or for the deferred
      payment of the price of property acquired in excess of $200,000.00 annually,
      excepting only (i) the Obligations, and (ii) trade Debt incurred by Borrower
      in
      the ordinary course of its business as it is now conducted.

    


    (h)
      No
      Prepayments of Debt.
      At any
      time while an Event of Default shall exist, prepay any Debt to any Person other
      than RBL.

    


    (i)
      Acquisition
      of Capital Stock.
      Redeem
      or acquire any of its own capital stock except through the use of the net
      proceeds from the simultaneous or prior sale of capital stock for the same
      or
      greater purchase or redemption price.

    


    (j)
      Shareholder
      Distributions.
      Declare
      or pay any Shareholder Distributions without the prior written consent of RBL,
      which consent shall be exercised in RBL's sole discretion.
      Notwithstanding the foregoing, in the event the Minimum Cash Flow Ratio exceeds
      10.0:1.0, Borrower may declare Shareholder Distributions. 

    


    (k)
      Transactions
      With Affiliates.
      Not
      directly or indirectly enter into or permit to exist any transactions
      (including, without limitation, the purchase, sale, lease or exchange of any
      property or the rendering of any service) with any Affiliate on terms that
      are
      less favorable to Borrower than those which might be obtained at the time from
      persons or entities that are not affiliated with Borrower.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (l)
      Amend
      Certain Agreements.
      Permit
      any Person to, amend, modify, restate, cancel or otherwise change in any
      material way which would adversely affect the amount of Processing Agreement
      Proceeds expected to be received by Borrower the Primary Processing Agreement
      without first receiving the written consent of RBL, which consent will not
      be
      unreasonably withheld or delayed.

     

    (m)
      Officer’s
      Compensation.
      During
      the term of this Agreement the aggregate of all of the Borrower’s cash
      compensation to executive officers including, but not limited to, salary and
      bonuses (except as provided for in such executive officer’s employment
      agreements as filed with the Securities and Exchange Commission), shall not
      be
      increased more than fifteen percent (15%) from the prior year, without the
      written consent of RBL.
      Notwithstanding the foregoing, in the event the Minimum Cash Flow Ratio exceeds
      10.0:1.0, Borrower may increase such officers’ cash compensation without such
      limitation. 

    


    (n)
      Other
      Processing Agreements.
      Enter
      into a new Primary Processing Agreement, except as provided in Section
      6.02(o).

    


    (o)
      Transfer
      of Merchant Base.
      Borrower will not transfer any portion of the processing services for the
      Merchant Base from the Primary Processing Agreement without first either paying
      off the Term Loan Note or arranging for an agreement between Borrower, RBL,
      and
      the new processor under similar terms and conditions as those set forth in
      Section 3.02(a).

    


    (p)
      Sale
      of Merchant Base.
      Borrower will not sell or transfer more than twenty-five percent (25%) of the
      Merchant Base to another Person without paying off the Term Loan Note. In the
      event Borrower decides to sell less than the twenty-five percent (25%) of the
      Merchant Base the resulting cash flow ratio must exceed 10:1.

    


    (q) Chase
      Advances.
      Borrower
      may not receive any advances from Chase or any other Processor without prior
      written consent from RBL which consent will not be unreasonably withheld.


     

    ARTICLE
      VII

    


    Events
      of Default--Acceleration

    


    Section
      7.01.
      Acceleration
      of Obligations.
      Upon
      the happening of any Event of Default, or at any time thereafter during the
      continuance of such Event of Default, RBL shall be entitled, by written or
      telegraphic notice to Borrower, to declare the Note and all other payments
      required to be made under the Note or under any of the Loan Instruments to
      be
      immediately due and payable, without presentation, demand, protest, notice
      of
      protest, or other notice of dishonor of any kind, all of which are hereby
      expressly waived. Upon the occurrence of an Event of Default and RBL's election
      to accelerate the maturity of the Note, RBL shall be entitled to enforce any
      and
      all of its rights under the Loan Instruments. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Section
      7.02.
      Events
      of Default.
      Each of
      the following events shall constitute an "Event
      of Default"
      for
      purposes of this Agreement and each such Event of Default shall be deemed to
      exist and continue so long as, but only so long as, it shall not have been
      remedied:

    


    (a) Borrower
      shall fail to pay, within ten (10) days of when due, any amount payable under
      the Term Loan Note or any of the other Obligations.

    


    (b) Borrower
      shall default in the due observance or performance of any other covenant,
      condition or agreement on the part of Borrower to be observed or performed
      pursuant to the terms of this Agreement or any of the other Loan Instruments,
      and such default shall continue unremedied for a period of thirty (30) days
      after written notice from RBL (provided, however, that no notice from RBL to
      Borrower shall be required where Borrower is clearly aware of the basis of
      the
      default, e.g., under Sections 7.02(d) through (h)).

     

    (c) Any
      representation, warranty, statement, affidavit or certificate given or furnished
      at any time by Borrower or any officer or shareholder of Borrower to RBL shall
      prove to be incorrect or misleading in any material respect as of the date
      as of
      which the representation, warranty, statement, affidavit or certificate was
      given, stated or certified, and such incorrect matter has a material adverse
      effect upon RBL.

    


    (d) Borrower
      shall make an assignment for the benefit of creditors, shall become insolvent,
      or shall admit in writing inability to pay its debts as they become
      due.

    


    (e) A
      decree
      or order for relief by a court having jurisdiction in the premises in respect
      of
      Borrower shall be entered in an involuntary case under the United States
      Bankruptcy Code, as now or hereafter constituted, or any other applicable
      Federal or state bankruptcy, insolvency or other similar law, or appointing
      a
      receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
      official) of Borrower or for all or substantially all the property of Borrower
      or ordering the winding up or liquidation of the affairs of Borrower and the
      continuance of any such decree or order unstayed and in effect for a period
      of
      sixty (60) consecutive days.

    


    (f) A
      voluntary case shall be commenced by Borrower under the United States Bankruptcy
      Code, as now constituted or hereafter amended, or any other applicable Federal
      or state bankruptcy, insolvency or other similar law, or Borrower shall consent
      to the appointment of or taking possession by a receiver, liquidator, assignee,
      trustee, custodian, sequestrator (or other similar official) of Borrower or
      for
      all or substantially all the property of Borrower.

    


    (g) Borrower
      is wound up or liquidated or any action is taken which may result in the winding
      up or liquidation of Borrower.

    


    
      
        (h)
          The
          termination of any of the Primary Processing Agreements except as permitted
          under Section 6.01(o)

      

    

     

    (i) The
      breach or the occurrence of any event which with notice and/or the expiration
      of
      any cure period shall constitute a material breach of any of Primary Processing
      Agreement or which materially and adversely affects the amount of Processing
      Agreement Proceeds received by Borrower.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    ARTICLE
      VIII

     

    Security
      Agreement

    


    Section
      8.01.
      Grant.
      Borrower hereby GRANTS, PLEDGES, CONVEYS and ASSIGNS to RBL continuing security
      interests in the following property, wherever located, whether Borrower's
      interest therein be as owner, co-owner, lessee, consignee, secured party or
      otherwise: all personal property, tangible and intangible, of Borrower, now
      owned and existing or hereafter acquired or arising, including, without
      limitation: (a) Accounts; (b) Inventory; (c) General Intangibles; (d) Documents;
      (e) Instruments; (f) Equipment; (g) all cash, and all demand, time, savings,
      passbook or like account maintained by Borrower with a bank, savings and loan
      association, credit union or like organization, and any other monies; (h) all
      books and records (including, without limitation, customer lists, credit files,
      computer programs, printouts and other computer materials and records) of
      Borrower pertaining to any of the property described in clauses (a)
      through (g); (i) all additions, accessions, accessories, and replacements
      of any of the property described in clauses (a) through (h); and (j)
      all Proceeds of all or any of the types or items of property described in
      clauses (a) through (i). (All of the foregoing-described property is
      referred to herein collectively as the "Collateral.")
      As
      used herein, the term: (i) "Accounts"
      means
      all rights to payment for goods sold or leased or for services rendered which
      is
      not evidenced by an instrument or chattel paper (including the right to receive
      payments under the Primary Processing Agreement and/or Processing Agreements,
      whether or not it has been earned by performance, now owned or hereafter
      acquired by Borrower, and shall also mean and include all accounts receivable,
      contract rights, book debts, notes, drafts and other obligations or indebtedness
      owing to Borrower arising from the sale, lease or exchange of goods or other
      property by it and/or the performance of services by it and all of Borrower's
      rights in, to and under all purchase orders for goods, services or other
      property, and all of Borrower's rights to any goods, services or other property
      represented by any of the foregoing (including returned or repossessed goods
      and
      unpaid sellers' rights of rescission, replevin, reclamation and rights to
      stoppage in transit), in each case whether now in existence or hereafter arising
      or acquired including, without limitation, the right to receive the proceeds
      of
      said purchase orders and contracts and all collateral security and guarantees
      of
      any kind given by any person with respect to any of the foregoing, and the
      term
      "Account"
      means
      any of the Accounts; (ii) "Documents"
      means
      all "documents" (as defined in the UCC) or other receipts covering, evidencing
      or representing goods, now owned or hereafter acquired by Borrower;
      (iii) "Equipment"
      means
      all goods and property of Borrower as constitutes "equipment" (as defined in
      the
      UCC) now owned or hereafter acquired by Borrower, including without limitation
      all motor vehicles, trucks and trailers; (iv) "General
      Intangibles"
      means
      all "general intangibles" (as defined in the UCC) now owned or hereafter
      acquired by Borrower, including, without limitation, (A) all obligations or
      indebtedness owing to Borrower (other than Accounts) from whatever source
      arising, (B) all patent licenses, patents, trademark licenses, trademarks,
      rights in intellectual property, goodwill, trade names, service marks, trade
      secrets, copyrights, permits and licenses, (C) all rights or claims in
      respect of refunds for taxes paid, and (D) all rights in respect of any
      pension plan or similar arrangement maintained for employees of Borrower;(v)
      "Instruments"
      means
      all "instruments", "chattel paper" or "letters of credit" (each as defined
      in
      the UCC), now owned or hereafter acquired by Borrower; (vi) "Inventory"
      means
      all "inventory" (as defined in the UCC), now owned or hereafter acquired by
      Borrower, wherever located, and shall also mean and include, without limitation,
      all raw materials and other materials and supplies, work-in-process and finished
      goods and any products made or processed therefrom and all substances, if any,
      commingled therewith or added thereto; and (vii) "Proceeds"
      means
      all "proceeds" (as defined in the UCC) of Accounts, Documents, Equipment,
      General Intangibles, Instruments or Inventory, including insurance proceeds
      and
      proceeds of all warranty and tort claims, and all Accounts, Documents,
      Equipment, General Intangibles, Instruments and Inventory arising from or
      received by Borrower in connection with the sale or disposition
      thereof.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    The
      security interests hereby granted are to secure the prompt and full payment
      and
      complete performance of all Obligations to RBL hereunder.
      

    


    The
      continuing security interests granted hereby shall extend to all present and
      future Obligations, whether or not such Obligations are reduced or extinguished
      and thereafter increased or reincurred, whether or not such Obligations are
      specifically contemplated as of the Closing Date. The absence of any reference
      in this Agreement to any documents, instruments or agreements evidencing or
      relating to any of the Obligations shall not limit or be construed to limit
      the
      scope or applicability of the security interest granted hereby. Upon payment
      in
      full of all obligations under this Agreement by Borrower to RBL, RBL will
      immediately release any and all liens, security interests, and encumbrances
      it
      has on the Collateral and terminate the Tri-Party Agreement.

    


    Section
      8.02.
      Representations
      Regarding the Collateral.
      Borrower hereby represents, warrants and covenants as follows: (a) except for
      the security interests granted hereby and Permitted Liens, Borrower shall be
      the
      sole and exclusive owner of the Collateral, and the Collateral is and shall
      remain free from any and all liens, security interests, encumbrances, claims
      and
      interests, and no security agreement, financing statement, equivalent security
      or lien instrument or continuation statement covering any of the Collateral
      is
      on file or of record in any public office; (b) Borrower shall not create, permit
      or suffer to exist, and shall take such action as is necessary to remove, any
      claim to or interest in or lien or encumbrance upon the Collateral except the
      security interest granted hereby and Permitted Liens, and shall defend the
      right, title and interest of RBL in and to the Collateral against all claims
      and
      demands of all persons and entities at any time claiming the same or any
      interest therein; (c) Borrower shall deliver to RBL at least thirty (30) days
      prior to the occurrence of any of the following events, written notice of such
      impending events: (i) a change in the principal place of business or chief
      executive office; (ii) the opening or closing of any place of business; (iii)
      a
      change in name, identity or corporate structure, or (iii) Borrower's desire
      to
      move the Collateral from the location set forth in Section 2.01(p).

    


    Section
      8.03.
      Books
      and Records.
      Borrower shall at all times keep accurate and complete records of the Collateral
      and complete and accurate stock records, and at all reasonable times and from
      time to time, shall allow RBL, by or through any of its officers, agents,
      attorneys or accountants, to examine, inspect and make extracts from such books
      and records and to arrange for verification of the Collateral directly with
      Account debtors or by other methods and to examine and inspect the Collateral
      wherever located. In addition, upon request of RBL, Borrower shall provide
      RBL
      with copies of agreements with, purchase orders from, and invoices to, the
      Account debtors, and copies of all shipping documents, delivery receipts, and
      such other documentation and information relating to the Collateral as RBL
      may
      reasonably require.

    


    Section
      8.04.
      Collateral
      Administration.
      Borrower hereby warrants, represents and covenants to RBL that Borrower shall
      promptly perform, on request of RBL, such acts as RBL- may determine to be
      reasonably necessary or advisable to create, perfect, maintain, preserve,
      protect and continue the perfection of any lien and security interest provided
      for in this Agreement or otherwise to carry out the intent of this
      Agreement.

    


    Section
      8.05.
      Extensions
      and Compromises.
      With
      respect to any Collateral, Borrower assents to all extensions or postponements
      of the time of payment thereof or any other indulgence in connection therewith,
      to each substitution, exchange or release of Collateral, to the addition or
      release of any party primarily or secondarily liable, to the acceptance of
      partial payments thereon and to the settlement, compromise or adjustment
      thereof, all in such manner and at such time or times as RBL may deem advisable.
      RBL shall have no duty as to the collection or protection of Collateral or
      any
      income therefrom, nor as to the preservation of rights against prior parties,
      nor as to the preservation of any right pertaining thereto, beyond the safe
      custody of Collateral in the possession of RBL.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Section
      8.06.
      Financing
      Statements.
      At the
      request of RBL, Borrower shall join with RBL in executing, delivering and filing
      one or more financing statements in a form satisfactory to RBL and shall pay
      the
      cost of filing the same in all public offices wherever filing is deemed by
      RBL
      to be necessary or desirable. A carbon, photographic or other reproduction
      of
      this Agreement or of a financing statement shall be sufficient as a financing
      statement. In addition, Borrower authorizes RBL, at the expense of Borrower,
      to
      sign and file, without Borrower's signature, such financing and continuation
      statements, amendments and supplements thereto, and other documents which RBL
      may from time to time deem necessary to perfect, preserve and protect its
      security interests in the Collateral or to enable RBL to exercise and enforce
      any of its rights, powers and remedies hereunder with respect to any of the
      Collateral.

    


    Section
      8.07.
      Attorney-in-Fact.
      Borrower hereby irrevocably constitutes and appoints RBL and any officer or
      agent thereof, with full power of substitution, as Borrower's true and lawful
      attorney-in-fact with full irrevocable power and authority in its place and
      stead and in its name or in RBL's own name, from time to time in RBL's
      discretion, for the purpose of carrying out the terms of this Agreement, to
      take
      any and all appropriate action and to execute any and all documents and
      instruments that may be necessary or desirable to accomplish the purposes of
      this Agreement and, without limiting the generality of the foregoing, hereby
      grants to RBL the power and right, on behalf of Borrower, without notice to
      or
      assent: (a) to execute, file and record all such financing statements,
      certificates of title and other certificates of registration and operation
      and
      similar documents and instruments as RBL may deem necessary or desirable to
      protect, perfect and validate RBL's security interest in the Collateral; and
      (b)
      upon the occurrence and the continuation of an Event of Default and after
      affording Borrower forty-five (45) days to provide a RBL an approved remedy
      (i)
      to receive, collect, take, endorse, sign, and deliver in Borrower's or RBL's
      name, any and all checks, notes, drafts, or other documents or instruments
      relating to the Collateral (ii) to notify postal authorities to change the
      address for delivery of Borrower's mail to an address designated by RBL, (iii)
      to open such mail delivered to the designated address, (iv) to sign and endorse
      any invoices, freight or express bills, bills of lading, storage or warehouse
      receipts, drafts against debtors, assignments, verifications and notices in
      connection with accounts and other documents relating to the Collateral; (v)
      to
      commence and prosecute any suits, actions or proceedings at law or in equity
      in
      any court of competent jurisdiction to collect the Collateral or any part
      thereof and to enforce any other right in respect of any Collateral; (vi) to
      defend any suit, action or proceeding brought with respect to any Collateral;
      (vii) to negotiate, settle, compromise or adjust any account, suit, action
      or
      proceeding described above and, in connection therewith, to give such discharges
      or releases as RBL may deem appropriate; and (viii) generally, to sell,
      transfer, pledge, make any agreement with respect to or otherwise deal with
      any
      of the Collateral as fully and completely as though RBL were the absolute owner
      thereof for all purposes, and to do, at RBL's option, at any time or from time
      to time, all acts and things which RBL deems necessary to protect, preserve
      or
      realize upon the Collateral and RBL's security interest therein, in order to
      effect the intent of this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Borrower
      hereby ratifies all that said attorneys shall lawfully do or cause to be done
      by
      virtue hereof. This power of attorney is a power coupled with an interest and
      shall be irrevocable. This power of attorney shall be automatically revoked
      upon
      the occurrence of a payoff of the Term Loan Note. The powers conferred upon
      RBL
      hereunder are solely to protect its interests in the Collateral and shall not
      impose any duty upon RBL to exercise any such powers. RBL shall be accountable
      only for amounts that RBL actually receives as a result of the exercise of
      such
      powers and neither RBL nor any of its officers, directors, employees or agents
      shall be responsible to Borrower for any act or failure to act, except for
      RBL's
      own gross negligence or willful misconduct.

    


    Section
      8.08.
      No
      Consequential Damages.
      Except
      to the extent that any claim arises out of the willful misconduct or gross
      negligence of RBL, as determined in a final, non-appealable judgment by a court
      of competent jurisdiction, no claim may be made by Borrower or by any of its
      officers, directors, or agents against RBL or its affiliates, directors,
      officers, employees, attorneys or agents for any special, indirect, punitive,
      or
      consequential damages in respect of any breach or wrongful conduct (whether
      the
      claim therefore is based on contract, tort or duty imposed by law) in connection
      with, arising out of or in any way related to the transactions contemplated
      and
      relationship established by this Agreement, or any act, omission or event
      occurring in connection therewith, and Borrower hereby waives, releases and
      agrees not to sue upon any such claim for any such damages, whether or not
      accrued and whether or not known or suspected to exist in its
      favor.

    


    Section
      8.09.
      Remedies
      on Default.
      Upon
      the occurrence of an Event of Default, RBL shall have the rights and remedies
      of
      a secured party under this Agreement, under any other instrument or agreement
      securing, evidencing or relating to the Obligations and under the law of the
      State of New York or any other applicable state law. Without limiting the
      generality of the foregoing, RBL shall have the right to setoff against any
      monies otherwise payable by RBL to Borrower and take possession of the
      Collateral and all books and records relating to the Collateral and for that
      purpose RBL may enter upon any premises on which the Collateral or books and
      records relating to the Collateral or any part thereof may be situated and
      remove the same therefrom. Except for the notices specified below of time and
      place of public sale or disposition or time after which a private sale or
      disposition is to occur and as required by law, Borrower expressly agrees that
      RBL, without demand of performance or other demand, advertisement or notice
      of
      any kind to or upon Borrower or any other person or entity (all and each of
      which demands, advertisements and/or notices are hereby expressly waived),
      may
      forthwith collect, receive, appropriate and realize upon the Collateral, or
      any
      part thereof, and/or may forthwith sell, lease, assign, give option or options
      to purchase or sell or otherwise dispose of and deliver the Collateral (or
      contract to do so), or any part thereof, in one or more parcels at public or
      private sale or sales, at any of RBL's offices or elsewhere at such prices
      as
      RBL may deem best, for cash or on credit or for future delivery without
      assumption of any credit risk. RBL shall have the right upon any such public
      sale or sales, and, to the extent permitted by law, upon any such private sale
      or sales, to purchase the whole or any part of the Collateral so sold, free
      of
      any right or equity of redemption. Borrower further agrees, (a) at RBL's
      request, to assemble the Collateral and to make it available to RBL at such
      places as RBL may reasonably select and (b) to allow RBL to use or occupy
      Borrower's premises, without charge, for the purpose of effecting RBL's remedies
      in respect of the Collateral. RBL shall apply the net proceeds of any such
      collection, recovery, receipt, appropriation, realization or sale, after
      deducting all reasonable costs and expenses of every kind incurred in connection
      therewith or incidental to the care or safekeeping of any or all of the
      Collateral or in any way relating to the rights of RBL and RBL shall account
      for
      and deliver to Borrower the surplus, if any. To the extent permitted by
      applicable law, Borrower waives all claims, damages and demands against RBL
      arising out of the repossession, retention, sale or disposition of the
      Collateral and agrees that RBL need not give more than ten (10) days' notice
      pursuant to the terms of this Agreement of the time and place of any public
      sale
      or of the time after which a private sale may take place and that such notice
      is
      reasonable notification of such matters. Borrower shall remain liable for any
      deficiency if the proceeds of any sale or disposition of the Collateral are
      insufficient to pay all amounts to which RBL is entitled and shall also be
      liable for the costs of collecting any of the Obligations or otherwise enforcing
      the terms thereof or of this Agreement, including, without limitation,
      reasonable attorneys' fees.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      IX

    


    Miscellaneous

    


    Section
      9.01.
      Expenses.
      Borrower and RBL agree to pay all of their own costs and expenses in connection
      with the enforcement of this Agreement, the Term Loan Note or any other Loan
      Instruments or other agreement furnished pursuant hereto or thereto or in
      connection herewith or therewith. In addition, Borrower shall pay any and all
      stamp, transfer and other similar taxes payable or determined to be payable
      in
      connection with the execution and delivery of this Agreement, or any of the
      other Loan Instruments or the issuance of the Note or the making of the Loan,
      and Borrower agrees to save and hold RBL harmless from and against any and
      all
      liabilities with respect to or resulting from any delay in paying, or omission
      to pay, such taxes. Any portion of the foregoing fees, costs and expenses which
      remains unpaid following RBL's statement and request for payment thereof shall
      bear interest from the date of such statement and request to the date of payment
      at the Default Rate. 

    


    Section
      9.02.
      Indemnity
      by Borrower--No Obligation to Others.
      Borrower shall indemnify, pay and hold harmless RBL and any holder of the Note
      (referred to herein collectively as the "Indemnified
      Parties"
      and
      individually an "Indemnified
      Party")
      from
      and against any and all liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, costs, expenses or disbursements of any kind or
      nature whatsoever which may be imposed on or incurred by the Indemnified Parties
      with respect to any legal proceedings commenced against such Indemnified Parties
      by any Person (other than Borrower or another Indemnified Party) in any way
      relating to or arising out of this Agreement or any other of the Loan
      Instruments (collectively, the "Indemnified
      Liabilities").
      Notwithstanding the foregoing, Borrower shall have no obligation hereunder
      to
      indemnify the Indemnified Parties with respect to Indemnified Liabilities to
      the
      extent payment thereof is judicially determined to be contrary to any applicable
      law of the United States or of any State thereof, or with respect to Indemnified
      Liabilities arising from the gross negligence or willful misconduct of such
      Indemnified Party. Any Indemnified Party desiring to invoke the benefits of
      this
      Section shall notify Borrower of its intention to do so within a reasonable
      time
      after receipt of service of process representing any action, suit or proceeding
      which is considered by said Indemnified Party to be subject to this Section.
      This undertaking by Borrower shall survive the payment of the Obligations and
      the termination of this Agreement.

    


    Section
      9.03.
      Notices.
      Any and
      all notices or other communications required or permitted under this Agreement
      or any other of the Loan Instruments shall be in writing and shall be
      sufficiently given if delivered in person to or sent via nationally recognized
      overnight delivery addressed as follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                To
                  RBL:

              	
                RBL
                  Capital Group, LLC

              
	 	 	
                16w281
                  West 83rd
                  

              
	 	 	
                Burr
                  Ridge, IL 60527

              
	 	 	
                Attention:
                  William Healy 

              
	 	 	 
	
                 

              	 	 
	 	
                To
                  Borrower:

              	
                Acies,
                  Inc.

              
	 	 	
                14
                  Wall Street

              
	 	 	
                New
                  York, NY 10005

              
	 	 	
                Attention:
                  Jeffrey Tischler

              


      

    

    


    or
      to
      such other address or person as shall be designated from time to time by notice
      from Borrower or RBL.

    


    Section
      9.04.
      Governing
      Law.
      The
      laws of the State of New York shall govern this Agreement, the Note and the
      other Loan Instruments and any extensions or renewals thereof, in all aspects,
      including execution, interpretation, performance and enforcement, without regard
      to principles of conflicts of law. THE PARTIES AGREE THAT ALL ACTIONS OR
      PROCEEDINGS ARISING IN CONNECTION WITH THE LOAN INSTRUMENTS, WHETHER BASED
      UPON
      CONTRACT OR TORT, SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL
      COURTS LOCATED IN THE STATE OF NEW YORK OR, AT THE SOLE OPTION OF RBL, IN ANY
      OTHER COURT IN WHICH RBL SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND
      WHICH
      HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. BORROWER HEREBY
      CONSENTS TO PERSONAL JURISDICTION IN THE AFOREMENTIONED COURTS AND WAIVES THE
      RIGHT TO A TRIAL BY JURY AND ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF
      FORUM NON CONVENIENS
      OR TO
      OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH
      THIS
      SECTION 9.04.

    


    Section
      9.05.
      Modification
      of Agreement.
      Unless
      otherwise specifically provided in this Agreement, a modification, amendment
      or
      waiver of any provision of this Agreement, or any other of the Loan Instruments,
      or a consent to any departure by Borrower therefrom, shall be effective only
      when the same shall be in writing and signed by a duly authorized officer of
      RBL
      and Borrower, and then such waiver of consent shall be effective only in the
      specific instance and for the purpose for which given. No amendment,
      modification or waiver shall extend the maturity of the Note or either of them,
      extend the time for, or reduce the amount of, any scheduled payment or any
      interest due and payable pursuant to the terms hereof, or reduce the rate of
      interest payable with respect to the Loan without the express and specific
      written consent of RBL. Without limiting anything in this Section or otherwise,
      this Agreement replaces in its entirely any and all commitment and proposal
      letter(s).

    


    Section
      9.06.
      No
      Reliance/Disclaimer.
      Any
      reports, appraisals, inspections or studies commissioned by or undertaken by
      RBL
      in connection with the Loan are for internal lending purposes only and are
      not
      to be relied upon by Borrower, directly or indirectly, in any way. RBL has
      made
      no express warranties to Borrower in connection with the Loan, and hereby
      disclaims all warranties, express or implied. 

    


    Section
      9.07.
      No
      Waiver--Remedies Cumulative.
      Neither
      failure or delay on the part of RBL in exercising any right, power or privilege
      hereunder or under the Note, or any extensions or renewals thereof, or under
      any
      other of the Loan Instruments shall operate as a waiver of such right, nor
      shall
      any single or partial exercise of any such right, power or privilege preclude
      any further exercise thereof or the exercise of any other right, power or
      privilege. No notice to or demand on Borrower in any case shall entitle Borrower
      to any other or further notices or demands in similar or other circumstances,
      or
      constitute a waiver of any of RBL's rights or powers to take other or further
      action in any circumstances without notice or demand. No remedy conferred in
      this Agreement or in any of the other Loan Instruments upon RBL is intended
      to
      be exclusive of any other remedy and each shall be cumulative and shall be
      in
      addition to every other remedy now or hereafter existing at law or in equity
      or
      by statute or otherwise.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Section
      9.08.
      Binding
      on Successors and Assigns.
      All the
      terms and provisions of this Agreement shall be binding upon and inure to the
      benefit of the parties hereto, their respective successors, assigns and legal
      representatives. Whenever in this Agreement any of the parties hereto is
      referred to, such reference shall be deemed to include the successors and
      assigns of such party.

    


    Section
      9.09.
      Further
      Assurances.
      Borrower shall, at its expense, upon request of RBL, duly execute and deliver,
      or cause to be executed and delivered, such further instruments and perform
      or
      cause to be performed such further acts as may be necessary or proper in the
      reasonable opinion of RBL to carry out the provisions and purposes of this
      Agreement.

    


    Section
      9.10.
      Counterparts--Copies
      of Documents.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which when taken together shall constitute
      but one agreement.

    


    Section
      9.11.
      Nonassignability.
      The
      rights and/or obligations of Borrower under this Agreement may not be assigned
      without the prior written consent of RBL.

    


    Section
      9.12.
      Severability.
      In case
      any one or more of the provisions contained in this Agreement or in any other
      of
      the Loan Instruments, shall be invalid, illegal or unenforceable in any respect,
      the validity, legality or enforceability of the remaining provisions contained
      herein and therein shall not in any way be affected or impaired
      thereby.

    


    Section
      9.13.
      Reproduction
      of Documents.
      This
      Agreement and all documents relating hereto, including, without limitation,
      (a)
      consents, waivers and modifications which may hereafter be executed, (b)
      documents received by RBL at the closing or otherwise, and (c) financial
      statements, certificates and other information previously or hereafter furnished
      to RBL, may be reproduced by RBL by any photographic, photostatic, microfilm,
      micro-card, miniature photographic or other similar process and RBL may destroy
      any original document so reproduced. Borrower agrees and stipulates that any
      such reproduction shall be admissible in evidence as the original itself in
      any
      judicial or administrative proceeding (whether or not the original is in
      existence and whether or not such reproduction was made by RBL in the regular
      course of business) and that any enlargement, facsimile or further reproduction
      of such reproduction shall likewise be admissible in evidence. 

    


    Section
      9.14.
      Confidentiality.
      RBL
      covenants and agrees to keep secret, retain in strictest confidence and prevent
      the unauthorized duplication, use and disclosure, except as may be necessary
      in
      connection with any enforcement activities hereunder, all information provided
      by Borrower hereunder.

    


    Section
      9.15.
      Section
      Headings and Construction.
      The
      section and paragraph headings used herein are for convenience only and shall
      not be read or construed as limiting the substance or generality of such
      sections or paragraphs of this Agreement. Each covenant contained in this
      Agreement shall be construed (absent an express contrary provision therein)
      as
      being independent of each other covenant contained herein and compliance with
      any one covenant shall not (absent such an express contrary provision) be deemed
      to excuse compliance with any or all other covenants.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Section
      9.16.
      Survival.
      All
      covenants, agreements, undertakings, representations, and warranties made in
      any
      of the Loan Instruments shall survive all closings under the Loan Instruments
      and, except as otherwise indicated, shall not be affected by any investigation
      made by any party.

     

     

    IN
      WITNESS WHEREOF, Borrower and RBL have caused this Agreement to be duly executed
      by their duly authorized officer, all as of the day and year first above
      written.

    


    
      	 	 	 
	 	Acies,
              Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	Printed:  	
              
 
	 	Its:	
              
 
	 	
              

            
	 	
              ("Borrower")

            
	 	 


    

    
      	 	 	 
	 	RBL
              Capital Group,
              LLC
	 
 	 
 	 
 
	 	By:  	 
	 	Printed:  	
              
 
	 	Its:	
              
 
	 	
              

            
	 	
              ("RBL")