Promissory Note between PDSI & KeyBank dated May 7, 2004


 Exhibit 10(af) 
  
 PROMISSORY NOTE 


																						
	 Principal $2,000,000.00
	   
	 	 Loan Date
 05-07-2004
	  
  
	 	 Maturity
 09-15-2004
	  
  
	 	 Loan No
 1
	  
  
	 	 Call i Coll
 402/326
	  
  
	 	Account E0100391753	  	 	Officer RDC09	  	 	Initials


 References in the shaded area are for
Lender’s use only and do not limit the applicability of this document lo any particular loan or item. 
 Any item above
containing “***” has been omitted due to text length limitations. 
  


											
	Borrower:	  	 PINNACLE DATA SYSTEMS, INC.
 6600 Port Road
Groveport, OH
 43125
	  	 	  	 	  	Lender:	  	 KeyBank National
 Association
OH-MM-
 Columbus 88 East Broad
 Street Columbus, OH
43215





					
	Principal Amount: $2,000,000.00	 	Initial Rate: 4.000%	 	Date of Note: May 7, 2004

  
 PROMISE TO PAY.
PINNACLE DATA SYSTEMS, INC. (“Borrower”) promises to pay to KeyBank National Association (“Lender”), or order, in lawful money of the United Stales of America, the principal amount or Two Million & 00/100 Dollars
($2,000,000.00), together with interest on the unpaid principal balance from May 7, 2004, until paid in full. 
  
 PAYMENT. Borrower will pay this loan in one principal payment of $2,000,000.00 plus interest an September 15, 2004. This payment due on September 15,
2004, will be for all principal and all accrued Interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning June 15, 2004, with all subsequent interest payments
lo be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late
charges. The annual interest rate for this Note is computed on a 365/360 basis, that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of
days the principal balance is outstanding. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing. 
  
 VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an
index which is the Prime Rate announced by Lender (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the Index becomes unavailable during the term of
this loan, Lender may designate a substitute index after notifying Borrower, Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than each day that the Index changes. The
interest rate will change automatically and correspondingly on the date of each announced change of the Index by Lender, Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.000% per annum. The
Interest rate to be applied to the unpaid principal balance of this Note will be at a rate equal to the Index, resulting in an initial rate of 4.000% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the
maximum rate allowed by applicable law. 
  
 PREPAYMENT.
Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law.
Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make
payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sands such
a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated lo pay any further amount owed to Lender, All written communications concerning disputed amounts, including any
check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or
delivered to: KeyBank National Association, OH-MM-Columbus, 88 East Broad Street, Columbus, OH 43215. 
  
 LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or
$50.00, whichever is greater. 
  
 INTEREST AFTER
DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, Increase the variable interest rate on this Note to 3.000 percentage points over the Index. The interest rate
will not exceed the maximum rate permitted by applicable law. 
  
 DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this Note:  
  
 Payment Default. Borrower falls to make any payment when due under this Note. 
  
 Other Defaults. Borrower fails lo comply with or to perform any other term, obligation, covenant or condition
contained In this Note or in any of the related documents or to comply with or to perform any term, Obligation, covenant or condition contained in any other agreement between Lender and Borrower. 
  
 Default In Favor of Third Parties. Borrower or any Grantor defaults
under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s properly of Borrower’s ability to repay
this Note or perform Borrower’s obligations under this Note or any of the related documents. 
  
 False Statements, Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or
the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time hereafter. 
  
 Insolvency. The dissolution or termination of Borrower’s existence as a going business, the Insolvency of
Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or Insolvency laws by or against
Borrower. 
  
 Creditor or Forfeiture Proceedings-
Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any government agency against any collateral securing the loan. This includes a
garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply If there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which Is the basis
of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by
Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. 
  
 Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any 






 PROMISSORY NOTE 

					
	Loan No: 1	 	(Continued)	 	 


  
 of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity or, or liability under, any guaranty of the indebtedness evidenced
by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the guarantor’s estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in
doing so, cure any Event Of Default. 
  
 Change In
Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. 
  
 Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance
of this Note is impaired. 
  
 Insecurity, Lender in good
faith believes itself insecure. 
  
 Cure Provisions, it
any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default will have occurred)
If Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (I5) days; or (2) If the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in
Lender’s sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 
  
 LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. 
  
 ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under
applicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whether or not there is a lawsuit, including attorneys’ fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or
injunction), and appeals, if not prohibited by applicable law. Borrower also will pay any court costs, in addition to all other sums provided by law. 
  
 JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the
other. 
  
 GOVERNING LAW. This Note will be governed by, construed and
enforced in accordance with federal law and the laws of the State of Ohio. This Note has been accepted by Lender in the State of Ohio. 
  
 CONFESSION OF JUDGMENT. Borrower hereby irrevocably authorizes and empowers any attorney-at-law, including an attorney hired by Lender, to appear in any court of
record and to confess judgment against Borrower for the unpaid amount of this Note as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys’ fees plus costs of suit, and to release all errors, and
waive all rights of appeal. If a copy of this Note, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Borrower waives the right to any stay of execution and the
benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid,
voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this Note have been paid in full. Borrower waives any conflict of interest that an attorney hired by
Lender may have in acting on behalf of Borrower in confessing judgment against Borrower while such attorney is retained by Lender. Borrower expressly consents to such attorney acting for Borrower in confessing judgment. 
  
 RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of
setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not
include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law. to charge or setoff all sums owing on the indebtedness against any and all
such accounts. 
  
 SUCCESSOR INTERESTS. The terms of this Note shall be
binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. 
  
 GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Borrower does not
agree or intend to pay. and Lender does not agree or intend to contract for, charge, collect, take, reserve or receive (collectively referred to herein as “charge or collect”), any amount in the nature of interest or in the nature of a fee
for this loan, which would in any way or event (including demand, prepayment, or acceleration) cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the
State of Ohio (as applicable). Any such excess interest or unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce the principal balance of this loan, and when the principal has been paid In full, be refunded
lo Borrower. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand
for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly staled in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest In the
collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the
modification Is made. The obligations under this Note are joint and several. 






 PROMISSORY NOTE 

					
	Loan No: 1	 	(Continued)	 	 


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

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

  
 NOTICE: FOR THIS NOTICE “YOU” MEANS THE
BORROWER AND “CREDITOR” AND “HIS” MEANS LENDER. 
  
 WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. 

 BORROWER: 
  

			
	PINNACLE DATA SYSTEMS, INC.
		
	 	 	 
	 By:
	 	 /s/    Michael R Sayre


	 	 	 Michael R. Sayre, Executive Vice Present of
 PINNACLE DATA SYSTEMS, INC.









 COMMERCIAL SECURITY AGREEMENT 
  


																						
	 Principal
 $2,000,000.00
	  
  
	 	 Loan Date
 05-07-2004
	  
  
	 	 Maturity
 09-15-2004
	  
  
	 	 Loan No
 1
	  
  
	 	 Call/Coll
 402/326
	  
  
	 	Account E0100391753	  	 	Officer RDC09	  	 	Initials


 References in the shaded area are for
Lender’s use only and do not limit the applicability of this document lo any particular loan or item. 
 Any Item above
containing “***” has been omitted due to text length limitations. 
  


											
	 Grantor:
	  	 PINNACLE DATA SYSTEMS, INC.
 6600 Port Road
Groveport,
 OH 43125
	  	 	  	 	  	Lender:	  	 KeyBank National
 Association OH-MM-
 Columbus 8S East Broad Street
 Columbus, OH 43215




  
 THIS COMMERCIAL SECURITY AGREEMENT dated May 7, 2004, is made and executed between PINNACLE DATA SYSTEMS, INC. (“Grantor”) and KeyBank
National Association (“Lender”). 
  
 GRANT OF
SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security Interest in the Collateral to secure the indebtedness and agrees that Lender shall have the rights stated In this Agreement with respect to the Collateral, in
addition to all other rights which Lender may have by law. 
  
 COLLATERAL DESCRIPTION. The word “Collateral” as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in
which Grantor Is giving to Lender a security interest for the payment at the Indebtedness and performance of all other obligations under the Note and this Agreement: 
  
 All Inventory, equipment, accounts (including but not limited to all health-care-Insurance receivables), chattel paper,
instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, Investment property, money, other rights to payment and performance, and general Intangibles (including but not
limited to all software and all payment intangibles); all attachments, accessions, accessories, fittings, Increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and
substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property,
and all equipment. inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating lo the foregoing property; all whether now existing or hereafter arising,
whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property.;
whether any of the foregoing is owned now or acquired later; all accessions, additions, replacements, and substitutions relating to any of the foregoing; all records of any kind relating to any of the Foregoing; all proceeds relating to any of the
foregoing (including Insurance, general Intangibles and accounts proceeds) 
  
 In addition, the word “Collateral” also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located: 
  
 (A) All accessions, attachments, accessories,tools, parts, supplies,
replacements of and additions to any of the collateral described herein, whether added now or later. 
  
 (B) All products and produce of any of the property described in this Collateral section. 
  
 (C) All accounts, general Intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale,
lease, consignment or other disposition of any of the property described in this Collateral section. 
  
 (D) All proceeds (including Insurance proceeds) from the sale, destruction, loss, or other disposition of any fl the property described in this Collateral
section, and sums due from a third party who has damaged or destroyed the Collateral or from that party’s Insurer, whether due to judgment, settlement or other process. 
  
 (E) All records and data relating to any of the property described in this Collateral section, whether In the form of a
writing, photograph, microfilm, microfiche, or electronic media, together with all of Grantor’s right title, and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic
media. 
  
 Despite any other provision of this Agreement, Lender
Is not granted, and will not have, a nonpurchase money security Interest in household goods, to the extent such a security interest would be prohibited by applicable law. In addition, if because of the type of any Property. Lender is required to
give a notice of the right to cancel under Truth In Lending for the Indebtedness, then Lender will not have a security interest In such Collateral unless and until such a notice is given. 
  
 CRQSS-COLLATERALIZATION. In addition to the Note, this Agreement
secures all obligations, debts and liabilities, plus Interest thereon, of Grantor lo Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether
related or unrelated lo the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated whether Grantor may be liable individually or
jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such
amounts may be or hereafter may become otherwise unenforceable. 
  
 RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff In all Grantor’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Grantor holds
jointly with someone else and all accounts Grantor may open In the future. However, this does not Include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Grantor authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. 
  
 GRANTOR’S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents and promises to
Lender that: 
  
 Perfection of Security interest. Grantor
agrees lo execute Financing statements and to take whatever other actions are requested by Lender to perfect and continue Lender’s security interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the
documents evidencing or constituting the Collateral, and Grantor will note Lender’s interest upon any and all Chattel paper if not delivered lo Lender for possession by Lender. 
  







 COMMERCIAL SECURITY AGREEMENT 

					
	Loan No: 1	 	(Continued)	 	 


  
 Notices to Lender. Grantor will promptly notify Lender in writing at Lender’s address shown above (or such other addresses as Lender may designate from time to time) prior lo any (1) change in
Grantor’s name; (2) change in Grantor’s assumed business name(s); (3) change in the management of the Corporation Grantor; (4) change in the authorized signer(s); (5) change In Grantor’s principal office address; (6) change In
Grantor’s state of organization; (7) conversion of Grantor to a new or different type of business entity; or (8) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender. No change
in Grantor’s name or state of organization will take affect until after Lender has received notice. 
  
 No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party,
and its certificate or articles of Incorporation and bylaws or code of regulations do not prohibit any term or condition of this Agreement. 
  
 Enforceability of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the Uniform
Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be
obligated on the Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. At the time any Account becomes subject to a security interest in favor of Lender, the Account shall be a good and
valid account representing an undisputed, bona fide indebtedness incurred by the account debtor, for merchandise held subject to delivery instructions or previously shipped or delivered pursuant to a contract of sale, or for services previously
performed by Grantor with or for the account debtor. So long as this Agreement remains in effect, Grantor shall not, without Lender’s prior written consent, compromise, settle, adjust, or extend payment under or with regard to any such
Accounts. There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall nave been made under which any deductions or discounts may be claimed concerning the Collateral except those disclosed to Lender in writing.

  
 Location ofl the Collateral. Except in the ordinary
course of Grantor’s business, Grantor agrees to keep the Collateral (or to the extent the Collateral consists of intangible property such as accounts or general intangibles, the records concerning the Collateral} at Grantor’s address shown
above or at such other locations as are acceptable lo Lender. Upon Lender’s request, Grantor will deliver to Lender in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor’s operations.
Including without limitation the following: (1) all real property Grantor owns or Is purchasing; (2) all real property Grantor is renting or leasing; (3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties where
Collateral is or may be located. 
  
 Removal of the
Collateral. Except In the ordinary course of Grantor’s business, iIncluding the sales of inventory, Grantor shall not remove the Collateral from Its existing location without Lender’s prior written consent. To the extent that the
Collateral consists of vehicles, or other titled property. Grantor shall not take or permit any action which would require application for certificates of title for the vehicles outside the State of Ohio, without Lender’s prior written consent.
Grantor shall, whenever requested, advise Lender of the exact location of the Collateral. 
  
 Transactions Involving Collateral. Except for Inventory sold or accounts collected In me ordinary course of Grantor’s business, or as otherwise provided for in this Agreement, Grantor shall not sell, offer
to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of Its business and only to buyers who qualify as a buyer in the ordinary
course of business. A sale in the ordinary course of Grantor’s business does not include a transfer In partial or total satisfaction of a dent or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral lo
be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This Includes security interests even if junior in right to the security
interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held In trust for Lender and shall not be commingled with any other funds; provided however, this
requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender. 
  
 Title. Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free
and clear of all liens and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to
which Lender has specifically consented. Grantor shall defend Lender’s rights in the Collateral against the claims and demands of all other persons. 
  
 Repairs and Maintenance. Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair and
condition at all limes while this Agreement remains In effect. Grantor further agrees to pay when due all claims for work done on, or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever
attach to or be filed against the Collateral. 
  
 Inspection
of Collateral. Lender and Lender’s designated representatives and agents shall have the right at all reasonable times to examine and Inspect the Collateral wherever located. 
  
 Taxes, Assessments and Liens. Grantor will pay when due all taxes, assessment and liens upon the Collateral, its use
or operation, upon this Agreement, upon any promissory note or notes evidencing the indebtedness, or upon any of the other Related Documents. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith
conducting an appropriate proceeding to contest the obligation to pay and so long as Lender’s interest in the Collateral is not jeopardized in Lender’s sole opinion. If the Collateral is subjected to a lien which Is not discharged within
fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate surely bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs, attorneys’ lees or
other charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral, Grantor shall name
Lender as an additional obligee under any surety bond furnished in the contest proceedings. Grantor further agrees to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been paid in full and in a
timely manner. Grantor may withhold any such payment or may elect to contest any lien If Grantor is In good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender’s interest in me Collateral is not
jeopardized. 
  
 Compliance with Governmental
Requirements. Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral, including
all laws or regulations relating to the undue erosion of highly-erodible land or relating to the conversion of wetlands for the production of an agricultural product or commodity. Grantor may contest in good faith any such law. ordinance or
regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Lender’s interest In the Collateral, in Lender’s opinion, is not jeopardized, 
  
 Hazardous Substances. Grantor represents and warrants that the
Collateral never has been, and never will be so long as this Agreement remains a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment, disposal, release or
threatened release of any Hazardous Substance, The representations and warranties contained herein are based on Grantor’s due diligence In investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any future
claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental Laws, and (2) agrees to indemnify and hold harmless Lender against any and all claims and bases resulting from
a breach of this provision of this Agreement. This obligation to indemnify shall survive the payment of the indebtedness and the satisfaction of this Agreement 
  

Maintenance of Casually Insurance. Grantor shall procure and maintain all risks insurance, including without limitation fire, theft and
liability 






 COMMERCIAL SECURITY AGREEMENT 

					
	Loan No: 1	 	(Continued)	 	 


  
 coverage together with such other insurance as Lender may require with respect to the Collateral, in form. amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably
acceptable to Lender. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished
without at least ten (10) days’ prior written notice to Lender and not including any disclaimer of the insurer’s liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing that coverage
in favor of Lender will not be impaired in any way by any act. omission or default of Grantor or any other person. In connection with alt policies covering assets in which Lender holds or is offered a security interest, Grantor will provide Lender
with such loss payable or other endorsements as Lender may require. If Grantor at any time fails to obtain or maintain any insurance as required under this Agreement, Lender may (but shall not be obligated lo) obtain such insurance as Lender deems
appropriate, including if Lender so chooses “single Interest insurance.” which will cover only Lender’s interest in the Collateral. 
  
 Application of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Collateral. Lender may make proof of loss if
Grantor fails to do so within fifteen (15) days of the casually. All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of
the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. It Lender does not consent to repair or replacement of the
Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months alter their receipt and which Grantor has not
committed lo the repair or restoration of the Collateral snail be used lo prepay the idebtedness. 
  
 Insurance Reserves. Lender may require Grantor lo maintain with Lender reserves ‘or payment of insurance premiums, which reserves Shall be
created by monthly payments from Grantor of a sum estimated by Lender to be sufficient lo produce, al least fifteen (15) days before the premium due date, amounts at least equal lo the insurance premiums to be paid. If fifteen (15) days before
payment is due, the reserve funds are insufficient, Grantor shall upon demand pay any deficiency lo Lender. The reserve funds shall be held by Lender as a general deposit end shall constitute a non-interest-bearing account which Lender may satisfy
by payment of the insurance premiums required lo be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor for payment of the insurance premiums required to be paid by
Grantor. The responsibility for the payment of premiums shall remain Grantor’s sole responsibility. 
  
 Insurance Reports. Grantor, upon request of Lender, shall furnish lo Lender reports on each existing policy of insurance showing such information
as Lender may reasonably request including the following: (1) the name of the Insurer: (2) the risks insured; (3) the amount of the policy; (4) the property insured; (5) the then current value on the basis of which insurance has been obtained and
the manner of determining that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request by Lender (however not more often than annually) have an independent appraiser satisfactory to Lender determine, as applicable,
the cash value or replacement cost of the Collateral. 
  
 Financing Statements. Grantor authorizes Lender to file a UCC-1 financing statement. or aIternatively, a copy of this Agreement to perfect Lender’s security interest. At Lender’s request,. Grantor additionally agrees to
sign all Other documents that are necessary to perfect, protect, and continue Lender’s security interest in the Property. Grantor will pay all Filing fees, title transfer lees, and other fees and costs involved unless prohibited by law or
unless Lender is required by law to pay such fees and costs. Grantor irrevocably appoints Lender to execute financing statements and documents of title in Grantor’s name and to execute all documents necessary to transfer title if there is a
default. Lender may file a copy of this Agreement as a financing statement. If Grantor changes Grantor’s name or address, or the name or address of any person granting a security interest under this Agreement changes. Grantor will promptly
notify the Lender of such change. 
  
 GRANTOR’S RIGHT TO POSSESSION AND TO
COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to accounts, Grantor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not
inconsistent with this Agreement or the Related Documents, provided that Grantor’s right to possession and beneficial use shall not apply lo any Collateral where possession of the Collateral by Lender is required by law to perfect Lender’s
security interest in such Collateral. Until otherwise notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time and even though no Event of Default exists, Lender may exercise its rights to collect the
accounts and to notify account debtors to make payments directly lo Lender for application to the Indebtedness. II Lender at any time has possession of any Collateral, whether before or after an Event of Default, Lender shall be deemed lo have
exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that purpose as Grantor shall request or as Lender, in Lender’s sole discretion, shall deem appropriate under the circumstances, but
failure to honor any request by Grantor shall not of itself be deemed lo be a failure lo exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to
protect, preserve or maintain any security interest given to secure the indebtedness. 
  
 LENDER’S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Grantor falls to comply with any provision of this Agreement or any Related Documents,
including but not limited to Grantor’s failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents. Lender on Grantor’s behalf may (but shall not be obligated to)
take any action that Lender deems appropriate, Including but not limited to discharging or paying all taxes, liens, security Interests, encumbrances and other claims, at any lime levied or placed on the Collateral and paying all costs for Insuring,
maintaining end preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the dale incurred or paid by Lender to the date of repayment by Grantor.
All such expenses will become a part of the indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during
either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable al the Note’s maturity. The Agreement also will secure payment of these amounts.
Such right shall be In addition to all other rights and remedies lo which Lender may be entitled upon Default. 
  
 DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: 
  
 Payment Default. Grantor falls to make any payment when due under the indebtedness. 
  
 Other Defaults. Grantor falls to comply with or to perform any other term, obligation, covenant or condition contained In
this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. 
  
 Default In Favor Of Third Parties. Should Borrower or any Grantor default under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Grantor’s property or Grantor’s or any Grantor’s ability to repay the indebtedness or
perform their respective obligations under this Agreement or any of the Related Documents. 
  
 False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor’s behalf under this Agreement or the Related Documents is false or misleading in any
material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter, 
  
 Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document lo create a valid and perfected security Interest or lien) at any time and for any reason. 
  
 Insolvency. The dissolution or termination of Grantor’s existence as a going business, the insolvency of Grantor, the appointment of a
receiver for 







					
	 	 	COMMERCIAL SECURITY AGREEMENT	 	 
	Loan No: 1	 	(Continued)	 	 
	


  
 any part of
Grantor’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. 
  
 Creditor or Forfeiture Proceedings. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, sell-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of
Grantor’s accounts, Including deposit accounts, with Lender. However, this Event of Default shall not apply it there Is a good faith dispute by Grantor as to the validity or reasonableness of the claim which IS The basis of the creditor or
forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole
discretion, as being an adequate reserve or bond for the dispute. 
  
 Events Affecting Guarantor. Any of the preceding events occurs with respect to guarantor, endorser, surety, or accommodation party of any of the Indebtedness or guarantor, endorser, surety, or accommodation party dies or becomes
Incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. 
  
 Adverse Change. A material adverse change occurs in Grantor’s financial condition, or Lender believes the prospect of payment or performance
of the Indebtedness is impaired. 
  
 Insecurity. Lender in
good faith believes itself Insecure. 
  
 Cure Provisions.
If any default, other than a default in payment is curable and if Grantor has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured (and no event of default will have
occurred) if Grantor, after receiving written notice from Lender demanding cure of such default: (I) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems
In Lender’s sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 
  
 RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at
any time thereafter, Lender shall have all the rights of a secured party under the Ohio Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: 
  
 Accelerate Indebtedness. Lender may declare the entire indebtedness,
including any prepayment penalty which Grantor would be required lo pay, immediately due and payable, without notice of any kind lo Grantor. 
  
 Assemble Collateral. Lender may require Grantor lo deliver to Lender all or any portion of the Collateral and any and all certificates of title and
other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have lull power to enter upon the property of Grantor to take
possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them
to Grantor after repossession, 
  
 Sell the Collateral.
Lender shall have full power lo sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in Lender’s own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral
threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor, and other persons as required by law, reasonable notice of the time and place of any public sale, or the time after which any
private sale or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification
of sale. The requirements of reasonable notes shall be met if such notice is given al least ten (10) days before the lime of the sale or disposition. All expenses relating to the disposition of the Collateral, including without limitation the
expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until
repaid. 
  
 Appoint Receiver. Lender shall have the right
to have a receiver appointed to take possession of all or any part of the Collateral, with the power to protect and preserve the Collateral, to Operate the Collateral preceding foreclosure or sate, and to collect the Rents from the Collateral and
apply the proceeds, over and above the cost of the receivership, against the indebtedness. The receiver may serve without bond If permitted by law. Lender’s right to the appointment of a receiver shall exist whether or not the apparent value of
the Collateral exceeds the indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. 
  
 Collect Revenues, Apply Accounts, Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the
Collateral. Lender may at any time in Lender’s discretion transfer any Collateral into Lender’s own name or that of Lender’s nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the
indebtedness or apply it to payment of the indebtedness In such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or
similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not indebtedness or Collateral is then due. For these purposes, Lender may,
on behalf of and In the name of Grantor, receive, open and dispose of mail addressed lo Grantor; change any address lo which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items
pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender. 
  
 Obtain Deficiency, If Lender chooses to sell any or all of the
Collateral, Lender may obtain a judgment against Grantor for any deficiency remaining on the indebtedness due lo Lender after application of all amounts received from the exercise of the rights provided in this Agreement. Grantor shall be liable for
a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. 
  
 Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code,
as may be amended from time to time, In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. 
  
 Election of Remedies. Except as may be prohibited by applicable law, all of Lender’s rights and remedies,
whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an
election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor’s failure to perform, shall not affect Lender’s right lo declare a default and exercise Its remedies. 
  
 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this
Agreement: 
  
 Amendments. This Agreement, together with
any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the
party or parties sought to be charged or bound by the alteration or amendment. 
  
 Attorneys’ Fees; Expenses. Grantor agrees lo pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’ fees and Lender’s legal expenses, incurred In connection
with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce 







					
	 	 	COMMERCIAL SECURITY AGREEMENT	 	 
	Loan No: 1	 	(Continued)	 	 

  
 this Agreement, and
Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’ lees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Grantor also shall pay all court costs and such additional fees as may be directed by the court.

  
 Caption Headings. Caption headings in this Agreement
are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. 
  
 Governing Law. This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of Ohio. This
Agreement has been accepted by Lender in the State of Ohio. 
  
 No Waiver by Lender. Lander shall not be deemed to have waived any rights under this Agreement unless such waiver is given In writing and signed by Lender. No delay or omission on the par! of Lender in exercising any right shall
operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other
provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender’s rights or of any of Grantor’s obligations as to any future transactions. Whenever
the consent of Lender Is required under this Agreement, the granting of such consent by Lender In any instance shall not constitute continuing consent to subsequent instances where such consent is required and In all cases such consent may be
granted or withheld In the sole discretion of Lender. 
  
 Notices. Any notice required to be given under this Agreement shell be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with
a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may
change Its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Grantor agrees to keep Lender informed at
all times of Grantor’s current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor Is deemed to be notice given to all Grantors. 
  
 Power of Attorney. Grantor hereby appoints Lender as Grantor’s
irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties. Lender may at any time,
and without further authorization from Grantor, file a carbon, photographic or other reproduction of any financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for the perfection and
the continuation of the perfection of Lender’s security interest in the Col lateral. 
  
 Severability. if a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision
Illegal. invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be
considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this
Agreement. 
  
 Successors and Assigns. Subject to any
limitations stated in this Agreement on transfer of Grantor’s interest. this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other
than Grantor, Lender, without notice to Grantor, may deal with Grantor’s successors with reference to this Agreement and the indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or
liability under the indebtedness. 
  
 Survival of
Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and
effect until such time as Grantor’s indebtedness shall be paid in lull. 
  
 Time is of the Essence. Time is of the essence in the performance of this Agreement. 
  
 Waive Jury. All parties to this Agreement hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by any party
against any other party. 
  
 DEFINITIONS. The following capitalized
words and terms shall have the following meanings when used In this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in
the singular shall include the plural, and the plural shall Include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:

  
 Account. The word “Account” means a trade
account, account receivable, other receivable, or other right to payment for goods sold or services rendered owing to Grantor (or to a third party grantor acceptable to Lender). 
  
 Agreement. The word “Agreement” means this Commercial Security Agreement, as this Commercial Security
Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time. 
  
 Borrower. The word “Borrower” means PINNACLE DATA SYSTEMS, INC. and Includes all co-signers and co-makers
signing the Note. 
  
 Collateral. The word
“Collateral” means all of Grantor’s right, title and interest In and to all the Collateral as described In the Collateral Description section of this Agreement. 
  
 Default. The word “Default” means the Default set forth in this Agreement In the section titled
“Default”. 
  
 Environmental Laws. The words
“Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No- 99-499 (“SARA”), the Hazardous Materials Transportation Act,
49 U.S.C. Section 1801, el seq., the Resource Conservation and Recovery Act. 42 U.S.C. Section 6901, el seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. 
  
 Event of Default. The words “Event of Default” mean any of
the events of default set forth in this Agreement in the default section of this Agreement. 
  
 Grantor. The word “Grantor” means PINNACLE DATA SYSTEMS. INC-. 
  
 Guaranty. The word “Guaranty” means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, Including without
limitation a guaranty of all or part of te Note. 
  
 Hazardous
Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the
environment when improperly used, treated, stored., disposed of generated. manufactured. transported or otherwise handled. The words “Hazardous Substances” are used In their very 







					
	 	 	COMMERCIAL SECURITY AGREEMENT	 	 
	Loan No: 1	 	(Continued)	 	 
	


  
 broadest sense and
include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum and petroleum
by-products or any fraction thereof and asbestos. 
  
 Indebtedness. The word “Indebtedness” means the Indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Grantor Is
responsible under this Agreement or under any of the Related Documents. Specifically, without limitation. indebtedness includes all amounts that may be Indirectly secured by the Cross-Collateralization provision of this Agreement. 
  
 Lender. The word Tender” means KeyBank National Association, its
successors and assigns. 
  
 Note. The word
“Note” means the Note executed by PINNACLE DATA SYSTEMS, INC. In the principal amount ot $2,000,000.00 dated May 7, 2004, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement, 
  
 Property.
The word “Property” means all of Grantor’s right, title and Interest in and to all the Property as described In the “Collateral Description” section of this Agreement. 
  
 Related Documents- The words “Related Documents” mean all
promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or
hereafter existing, executed In connection with the indebtedness. 
  
 GRANTOR
HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MAY 7, 2004. 
  
 GRANTOR: 
  
  

			
	PINNACLE DATA SYSTEMS, INC.
		
	By:	 	/s/    MICHAEL R. SAYRE        
	 	 	

	 	 	 Michael R. Sayre, Executive Vice President of
 PINNACLE DATA SYSTEMS, INC.


  

  
  
  
  






 NOTICE OF FINAL AGREEMENT 
  

																						
	

	 Principal
 $2,000,000.00
	  
  
	 	 Loan Date
 05-07-2004
	  
  
	 	 Maturity
 09-15-2004
	  
  
	 	 Loan No
 1
	  
  
	 	 Call/Coll
 402/326
	  
  
	 	Account E0100391753	  	 	Officer RDC09	  	 	Initials
	



															
	 References in the shaded area are for Lender’s use only and do not limit the applicability of this
document to any particular loan or item.
 Any item above containing “***” has been omitted due to text length
limitations.

	



							
	Borrower:	  	 PINNACLE DATA SYSTEMS, INC.
 6600 Port Road
 Groveport, OH 43125
	  	Lender:	  	KeyBank National Association
OH-MM-Columbus
88 East Broad Street
Columbus, OH
43215

  
 BY SIGNING THIS
DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THE WRITTEN LOAN AGREEMENT MAY NOT BE
CONTRADICTED BY EVIDENCE OF ANY PRIOR. CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. 
  
 As used In this Notice, the following terms have the following meanings: 
  
 Loan. The term “Loan” means the following described loan: a Variable Rate Nondisclosable Loan to a Corporation for
$2,000,000.00 due on September 15. 2004. 
  
 Loan
Agreement. The term “Loan Agreement” means one or more promises, promissory notes, agreements, undertakings, security agreements, deeds of trust or other documents, or commitments, or any combination of those actions or documents,
relating to the Loan. 
  
 Parties, The term
“Parties” means KeyBank National Association and any and all entities or individuals who are obligated to repay the loan of have pledged property as security for the Loan, including without limitation the following: 
  
                 Borrower:      PINNACLE DATA SYSTEMS, INC. 
                 Grantor(s):    PINNACLE DATA
SYSTEMS, INC. 
  
 Each Party who signs below, other than
KeyBank National Association, acknowledges, represents, and warrants to KeyBank National Association that it has received, read and understood this Notice of Final Agreement. This Notice Is dated May 7, 2004. 
  
 BORROWER: 
  

			
	 
		
	By:	 	/s/    MICHAEL R, SAYRE        
	 	 	

	 	 	 Michael R, Sayre, Executive Vice President of
 PINNACLE DATA SYSTEMS, INC.


  
 LENDER: 
  

			
	KEYBANK NATIONAL ASSOCIATION
	
	 
	x
	    Authorized Signer	 	/s/    ROGER D. CAMPBELL