REVOLVING
NOTE


	
 

	
 


	
$1,000,000

	
Date: as of December, ___,
  2008


	
 

	
Due Date: __________________, 2009





          FOR
VALUE RECEIVED, National Automation Services, Inc., a Nevada corporation whose
address is 2053 Pabco Road, Henderson, Nevada 89011, Intuitive System Solutions,
Inc. a Nevada corporation whose address is 2053 Pabco Road, Henderson, Nevada
89011, and Intecon, Inc., an Arizona corporation whose address is 1215 S. Park
Lane, Suite 4, Tempe, Arizona 85281 (each individually a “Borrower” and
collectively, the “Borrowers”), each promises to pay to the order of TRAFALGAR CAPITAL SPECIALIZED INVESTMENT FUND,
FIS (hereinafter, together with any holder hereof, the “Lender”), whose address is 8-10
Rue Mathias Hardt, BP 3023, L-1030 Luxembourg, on or before _, 2009 (the “Revolving
Loan Maturity Date”), the lesser of (i) ONE MILLION DOLLARS ($1,000,000), or
(ii) the aggregate principal amount of all Revolving Loans outstanding under
and pursuant to that certain Credit Agreement of even date herewith, executed
by and among the Borrowers, National Automation Services, Inc. and the Lender,
as amended from time to time (as amended, supplemented or modified from time to
time, the “Credit Agreement”), and made available by the Lender to the Borrowers
at the maturity or maturities and in the amount or amounts stated on the
records of the Lender, together with interest (computed on the actual number of
days elapsed on the basis of a 360 day year) on the aggregate principal amount
of all Revolving Loans outstanding from time to time, as provided in the Credit
Agreement. Capitalized words and phrases not otherwise defined herein shall
have the meanings assigned thereto in the Credit Agreement.


          This
Revolving Note (“Note”) evidences the Revolving Loans incurred by the Borrowers
under and pursuant to the Credit Agreement, to which reference is hereby made
for a statement of the terms and conditions under which the Revolving Loan
Maturity Date or any payment hereon may be accelerated. The holder of this Note
is entitled to all of the benefits and security provided for in the Credit
Agreement. All Revolving Loans shall be repaid by the Borrowers on the
Revolving Loan Maturity Date, unless payable sooner pursuant to the provisions
of the Credit Agreement.


          Principal
and interest shall be paid to the Lender as set forth in the Credit Agreement,
or at such other place as the holder of this Note shall designate in writing to
the Borrowers. Each Revolving Loan made by the Lender, and all payments on
account of the principal and interest thereof shall be recorded on the books
and records of the Lender and the principal balance as shown on such books and
records, or any copy thereof certified by an officer of the Lender, shall be
rebuttably presumptive evidence of the principal amount owing hereunder.


          Except
for such notices as may be required under the terms of the Credit Agreement, each
Borrower waives presentment, demand, notice, protest, and all other demands, or
notices, in connection with the delivery, acceptance, performance, default, or
enforcement of this Note, and assents to any extension or postponement of the
time of payment or any other indulgence.


          Each
Borrower shall be solely responsible for the payment of any and all documentary
stamps and other taxes applicable to the full face amount of this Note.


          The
Revolving Loans evidenced hereby have been made and/or issued and this Note has
been delivered at the Lender’s main office set forth above. This Note shall be
governed and construed in accordance with the laws of the State of Florida, in
which state it shall be 






performed, and shall be binding upon the Borrowers,
and each of their legal representatives, successors, and assigns. Wherever
possible, each provision of the Credit Agreement and this Note shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of the Credit Agreement or this Note shall be prohibited by or be
invalid under such law, such provision shall be severable, and be ineffective
to the extent of such prohibition or invalidity, without invalidating the
remaining provisions of the Credit Agreement or this Note.


          Nothing
herein contained, nor in any instrument or transaction relating hereto, shall
be construed or so operate as to require the Borrowers, or any person liable
for the payment of this Note, to pay interest in an amount or at a rate grater
than the highest rate permissible under applicable law. By acceptance hereof, Lender
hereby warrants and represents to Borrowers that Lender has no intention of
charging a usurious rate of interest. Should any interest or other charges paid
by the Borrowers, or any parties liable for the payments made pursuant to this
Note, result in the computation or earning of interest in excess of the highest
rate permissible under applicable law, any and all such excess shall be and the
same is hereby waived by the holder hereof. Lender shall make adjustments in
the Note or Credit Agreement, as applicable, as necessary to ensure that Borrowers
will not be required to pay further interest in excess of the amount permitted
by Florida law. All such excess shall be automatically credited against and in
reduction of the outstanding principal balance. Any portion of such excess
which exceeds the outstanding principal balance shall be paid by the holder
hereof to the Lender and any parties liable for the payment of this Note, it
being the intent of the parties hereto that under no circumstances shall the Borrowers,
or any party liable for the payments hereunder, be required to pay interest in
excess of the highest rate permissible under applicable law.


[SIGNATURE
PAGE FOLLOWS]


2






          IN
WITNESS WHEREOF, the Borrowers have executed this Note as of the date set forth
above.


	
 

	
 

	
 

	
 


	
 

	
 

	
National
  Automation Services, Inc.


	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
Name:

	
Robert W. Chance 


	
 

	
 

	
Title:

	
President 


	
 

	
 

	
 

	
 


	
 

	
 

	
Intuitive
  System Solutions, Inc.


	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
Name:

	
Jody R. Hanley 


	
 

	
 

	
Title:

	
President 


	
 

	
 

	
 

	
 


	
 

	
 

	
Intecon,
  Inc.


	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
Name:

	
Brandon Spiker 


	
 

	
 

	
Title:

	
President





Signature Page to Revolving Note