CREDIT
AGREEMENT


DATED
AS OF DECEMBER 18, 2008


BY
AND AMONG


NATIONAL
AUTOMATION SERVICES, INC.,

INTECON, INC., AND

INTUITIVE SYSTEM SOLUTIONS, INC.


AS
BORROWERS,


NATIONAL
AUTOMATION SERVICES, INC.,

INTECON, INC.,

INTUITIVE SYSTEM SOLUTIONS, INC.


AND


ROBERT
CHANCE


AS
GUARANTORS


AND


TRAFALGAR
CAPITAL SPECIALIZED INVESTMENT FUND, FIS


AS
LENDER






CREDIT AGREEMENT


          This
CREDIT
AGREEMENT dated as of December [ ], 2008 (this “Agreement”), is
executed by and among NATIONAL AUTOMATION SERVICES, INC.,a
Nevada corporation (“NAS”), Intecon, Inc., a Arizona corporation (“Intecon”),
Intuitive Systems Solutions, Inc. (“Intuitive”) (each individually a “Borrower”
and collectively, the “Borrowers”), ROBERT CHANCE, an individual (a
“Guarantor”; together with the Borrowers, the “Credit Parties” and the
“Guarantors”) and TRAFALGAR CAPITAL SPECIALIZED INVESTMENT FUND, FIS (“Lender”).



          WHEREAS, Borrowers have requested that
Lender extend a revolving credit facility to Borrowers of up to Five Million
Dollars ($5,000,000) in the aggregate to provide (a) working capital financing
for Borrowers, (b) repayment for the Debenture Documents which will supersede
any prior repayment terms under the Debenture Documents and govern all
Obligations (c) funds for other general corporate purposes of Borrowers and (d)
funds for other purposes permitted hereunder; and for these purposes, Lender is
willing to make certain loans and extensions of credit to Borrowers of up to
such amount upon the terms and conditions set forth herein; and;


          WHEREAS,
Borrowers have agreed to secure all of their obligations under the Loan
Documents by granting to Lender a first priority security interest in and lien
upon all of their existing and after-acquired personal and real property; and


          WHEREAS,
Robert Chance and each Borrower are willing to guarantee all of the obligations
of Borrowers to Lender under the Loan Documents; and


          WHEREAS,
NAS is willing to guarantee all of the obligations of Borrowers to Lender under
the Loan Documents secure such obligation to guarantee the obligations of
Borrowers by pledging to Lender all the capital stock of Borrowers and NAS’s
now owned and future acquired subsidiaries to be held in escrow in addition to the collatecal under the Loan Documents; and


          WHEREAS,
capitalized terms used in this Agreement shall have the meanings ascribed to
them in Section 1 below;


          NOW,
THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, and for other good and valuable consideration, the
parties hereto agree as follows:


1.
DEFINITIONS.


          1.1 Defined
Terms. For the purposes of this Agreement, the following capitalized words
and phrases shall have the meanings set forth below.


“Account”
shall mean, individually, and “Accounts” shall mean, collectively, any
and all accounts (as such term is defined in the UCC) of Borrower.


“Account
Debtor” shall mean any Person who is obligated to either Borrower under an
Account.







“Affiliate”
(a) of the Lender shall mean (i) any entity which, directly or indirectly,
controls or is controlled by or is under common control with the Lender, and
(ii) any entity administered or managed by the
Lender, or an Affiliate or investment advisor thereof and which is engaged in
making, purchasing, holding or otherwise investing in commercial loans; and (b)
of a Borrowers shall mean any entity which, directly or indirectly, controls or
is controlled by or is under common control with such Borrower. With respect to
an Affiliate of the Lender or a Borrower, an entity shall be deemed to be “controlled
by” another entity if such other entity possesses, directly or indirectly,
power to direct or cause the direction of the management and policies of such
entity whether by contract, ownership of voting securities, membership
interests or otherwise.


“Bankruptcy
Code” shall mean the United States Bankruptcy Code, as now existing or
hereafter amended.


“Borrowing
Base Amount” shall mean an amount, expressed in Dollars, equal to eighty
percent (80%) of the amount of the Eligible Accounts.


“Business
Day” shall mean any day other than a Saturday, Sunday or a legal holiday on
which banks are authorized or required to be closed for the conduct of
commercial banking business in Florida.


“Capital
Expenditures” shall mean expenditures (including Capital Lease obligations
which should be capitalized under GAAP) for the acquisition of fixed assets
which are required to be capitalized under GAAP.


“Capital
Lease” shall mean, as to any Person, a lease of any interest in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible,
by such Person as lessee that is, or should be, in accordance with Financial
Accounting Standards Board Statement No. 13, as amended from time to time, or,
if such Statement is not then in effect, such statement of GAAP as may be
applicable, recorded as a “capital lease” on the balance sheets of the
Borrowers prepared in accordance with GAAP.


“Change in
Control” shall have the meaning set forth in Section 11.10 hereof.


“Closing
Date” shall mean the date upon which the Revolving Loan is initially
funded.


“Collateral”
shall mean, collectively and whether now or hereafter arising, all assets which
secure the Loans, including without limitation the assets with respect to which
the Borrowers hereby grant to Lender a Lien under the terms of this Agreement
and each of the other Loan Documents and Debenture Documents.


“Compliance
Certificate” shall mean the covenant compliance certificate contemplated by
Section 9.11 hereof, the form of which is attached hereto as Exhibit
A.


“Contingent
Liability” and “Contingent Liabilities” shall mean, respectively,
each obligation and liability of Borrowers and all such obligations and
liabilities of Borrowers incurred pursuant to any agreement, undertaking or
arrangement by which the Borrowers either: (a) guarantees, endorses or
otherwise becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment, to supply
funds to, or otherwise to invest in, a debtor, or otherwise to assure a
creditor against loss) the indebtedness, dividend, obligation or other
liability of any other Person in any manner (other than by endorsement of
instruments in the course of collection), including without limitation, any
indebtedness, dividend 


2






or other
obligation which may be issued or incurred at some future time; (b) guarantees
the payment of dividends or other distributions upon the shares or ownership
interest of any other Person; (c) undertakes or agrees (whether contingently or
otherwise): (i) to purchase, repurchase, or otherwise acquire any indebtedness,
obligation or liability of any other Person or any property or assets
constituting security therefor, (ii) to advance or provide funds for the
payment or discharge of any indebtedness, obligation or liability of any other
Person (whether in the form of loans, advances, stock purchases, capital
contributions or otherwise), or to maintain solvency, assets, level of income,
working capital or other financial condition of any other Person or (iii) to
make payment to any other Person other than for value received; (d) agrees to
lease property or to purchase securities, property or services from such other
Person with the purpose or intent of assuring the owner of such indebtedness or
obligation of the ability of such other Person to make payment of the
indebtedness or obligation; (e) to induce the issuance of, or in connection
with the issuance of, any letter of credit for the benefit of such other
Person; or (f) undertakes or agrees otherwise to assure a creditor against
loss. The amount of any Contingent Liability shall (subject to any limitation
set forth herein) be deemed to be the outstanding principal amount (or maximum
permitted principal amount, if larger) of the indebtedness, obligation or other
liability guaranteed or supported thereby.


“Debenture
Documents” shall mean (i) that certain Securities Purchase Agreement dated
as of March 26, 2008 between Lender and NAS and the Secured Redeemable
Debenture issued by NAS to Secured Party in connection therewith and (ii) that
certain Securities Purchase Agreement dated as of July 21, 2008 between Lender
and NAS and the Secured Redeemable Debenture issued by NAS to Secured Party in
connection therewith, and in each case, all other documents and instruments
executed in connection with such documents.


“Default
Rate” shall mean a per annum rate of interest equal to the Interest Rate plus
6% per annum.


“Depreciation”
shall mean the total amounts added to depreciation, amortization, obsolescence,
valuation and other proper reserves, as reflected on the Borrowers’financial
statements and determined in accordance with GAAP.


“Dollars”
or “$” means lawful currency of the United States of America.


“EBIDTA”
shall mean, for any period, the sum of the following: (a) Net Income (excluding
extraordinary and unusual items and income or loss attributable to a minority
equity position in any affiliated corporation or Subsidiary) for such period, plus
(b) interest expense, plus (c) income and franchise taxes payable or
accrued, plus (d) Depreciation for such period, plus (e) all
other non-cash charges, [plus (f) management fees, plus (g) costs, fees
and expenses incurred in connection with, or otherwise associated with, the
closing of the transaction contemplated by this Agreement], minus [(h)]
that portion of Net Income arising out of the sale of assets outside of the
ordinary course of business (to the extent not previously excluded under clause
(a) of this definition), in each case to the extent included in determining Net
Income for such period.


“Eligible
Accounts” shall mean those Accounts of Borrowers or any Subsidiary which is
a party to a Security Agreement and which: 


3






               (a)
are genuine in all respects and have arisen in the ordinary course of business
from the sale of goods or performance of services by Borrowers, which delivery
of goods has occurred or performance of services have been fully performed;


               (b)
are evidenced by an invoice delivered to the Account Debtor thereunder, are due
and payable within 30 days after the date of the invoice, and are not more than
120 days outstanding past the invoice date;


               (c)
do not arise from a “sale on approval”, “sale or return”, “consignment”,
“guaranteed sale” or “bill and hold”, or are subject to any other repurchase or
return agreement;


               (d)
have not arisen in connection with a sale to an Account Debtor who is not a
resident or citizen of and is located within the United States of America
except where backed by a letter of credit issued or confirmed by either (i) a
bank which is organized under the laws of the United States of America or a
state thereof and which has capital, surplus and undivided profits in excess of
$500,000,000, or (ii) an office located in the United States of America of a
foreign bank, which bank has been approved in advance by the Lender in its sole
discretion and which letter of credit has been delivered to the Lender as
Collateral;


               (e)
are not due from an Account Debtor which is a Subsidiary or a director,
officer, employee, agent, parent or Affiliate of any Borrowers or any
Subsidiary; 


               (f)
do not arise out of contracts with the United States or any department, agency
or instrumentality thereof, or any state, county, city or other governmental
body, or any department, agency or instrumentality thereof, unless the
applicable Borrower (or applicable Subsidiary of such Borrower) has assigned
its right to payment of such Account to Lender pursuant to the Federal Assignment
of Claims Act of 1940 (or analogous statute), and evidence (satisfactory to
Lender) of such assignment has been delivered to Lender;


               (g)
do not arise in connection with a sale to an Account Debtor who is located
within a state which requires the applicable Borrower (or applicable
Subsidiary), as a precondition to commencing or maintaining an action in the
courts of that state, either to (i) receive a certificate of authority to do
business and be in good standing in such state or (ii) file a notice of
business activities or similar report with such state’s taxing authority,
unless (A) such Borrower (or applicable Subsidiary) has taken one of the
actions described in clauses (i) or (ii), (B) the failure to take one of the
actions described in either clause (i) or (ii) may be cured retroactively by
such Borrower (or the applicable Subsidiary) at its election or (C) the
applicable Borrower (or applicable Subsidiary) has proven to the satisfaction
of Lender that it is exempt from any such requirements under such state’s laws;


               (h)
do not arise out of a contract or order which, by its terms, forbids or makes
void or unenforceable the assignment to the Lender of the Account arising with
respect thereto and are not unassignable to the Lender for any other reason;


               (i)
are the valid, legally enforceable and unconditional obligation of the Account
Debtor, are not the subject of any setoff, counterclaim, credit, allowance or
adjustment by the Account Debtor, or of any claim by the Account Debtor denying
liability thereunder in whole or in part, and the Account Debtor has not
refused to accept and/or has not returned or offered to return any of the Goods
or services which are the subject of such Account;


4






               (j)
are subject to a perfected, first priority Lien in favor of the Lender and not
subject to any Lien whatsoever, other than the Lien of the Lender;


               (k)
to Borrowers’ knowledge, no proceedings or actions are pending or threatened
against the Account Debtor which might result in any material adverse change in
its financial condition or in its ability to pay any Account in full;


               (l)
if the Account is evidenced by chattel paper or an instrument, the originals of
such chattel paper or instrument shall have been endorsed and/or assigned and
delivered to the Lender or, in the case of electronic chattel paper, shall be
in the control of the Lender, in each case in a manner satisfactory to the
Lender; and


               (m)
to Borrowers’ knowledge, there is no bankruptcy, insolvency or liquidation
proceeding pending by or against the Account Debtor with respect thereto, nor
has the Account Debtor suspended business, made a general assignment for the
benefit of creditors or failed to pay its debts generally as they come due, and/or
no condition or event has occurred having a Material Adverse Effect on the
Account Debtor which would require the Accounts of such Account Debtor to be
deemed uncollectible in accordance with GAAP.


An Account
which is an Eligible Account shall cease to be an Eligible Account whenever it
ceases to meet any one of the foregoing requirements.


If invoices
representing 20% or more of the unpaid net amount of all Accounts from any one
Account Debtor fail to qualify as Eligible Accounts, including because such
Accounts are unpaid more than 120 days after the due date of such invoices, then
all Accounts relating to such Account Debtor shall cease to be Eligible
Accounts. If Accounts owed by a single Account Debtor exceed 20% of Eligible
Accounts, then all Accounts relating to such Account Debtor in excess of such
amount shall cease to be Eligible Accounts.


“Employee
Plan” includes any pension, stock bonus, employee stock ownership plan,
retirement, disability, medical, dental or other health plan, life insurance or
other death benefit plan, profit sharing, deferred compensation, stock option,
bonus or other incentive plan, vacation benefit plan, severance plan or other
employee benefit plan or arrangement, including, without limitation, those
pension, profit-sharing and retirement plans of the Borrowers described from
time to time in the financial statements of the Borrowers and
any pension plan, welfare plan, Defined Benefit Pension Plans (as defined in
ERISA) or any multi-employer plan, maintained or administered by any Borrower
or to which any Borrower is a party or may have any liability or by which any
Borrower is bound.


“Environmental
Laws” shall mean all federal, state, district, local and foreign laws,
rules, regulations, ordinances, and consent decrees relating to health, safety,
hazardous substances, pollution and environmental matters, as now or at any
time hereafter in effect, applicable to the Borrowers’ business or facilities
owned or operated by such Borrower, including laws relating to emissions,
discharges, releases or threatened releases of pollutants, contamination,
chemicals, or hazardous, toxic or dangerous substances, materials or wastes in
the environment (including, without limitation, ambient air, surface water,
land surface or subsurface strata) or otherwise relating to the generation,
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Materials.


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from
time to time.


5






“Event of
Default” shall mean any of the events or conditions set forth in Section 11
hereof.


“Funded Indebtedness” shall mean, as to any Person, without
duplication, (a) all indebtedness for borrowed money of such Person (including principal, interest and, if not paid
when due, fees and charges), whether or not evidenced by bonds,
debentures, notes or similar instruments; (b) all obligations to pay the
deferred purchase price of property or services; (c) all obligations, contingent or otherwise, with respect to the maximum face
amount of all letters of
credit (whether or not drawn), bankers’ acceptances and similar obligations
issued for the account of such Person (including the Letters of Credit), and all unpaid drawings in respect of such
letters of credit, bankers’ acceptances and similar obligations; and (d) all
indebtedness secured by any Lien on any property owned by such Person, whether
or not such indebtedness has been assumed by such Person (provided, however,
if such Person has not assumed or otherwise become liable in respect of such
indebtedness, such indebtedness shall be deemed to be in an amount equal to the
fair market value of the property subject
to such Lien at the time of determination). Notwithstanding the
foregoing, Funded Indebtedness shall not include trade payables and accrued
expenses incurred by such Person in accordance with customary practices and in
the ordinary course of business of such Person.


“GAAP”
shall mean generally accepted accounting principles set forth from time to time
in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S.
accounting profession), which are applicable to the circumstances as of the
date of determination; provided, however, that interim financial
statements or reports shall be deemed in compliance with GAAP despite the
absence of footnotes and fiscal year-end adjustments as required by GAAP.


“Guaranty”
shall mean, collectively, each guaranty agreement executed by Bob Chance and by
the Guarantors in favor of Lender pursuant to which Bob Chance and the
Guarantors agree to guarantee the payment and performance of the Obligations.


“Hazardous
Materials” shall mean any hazardous, toxic or dangerous substance,
materials and wastes, including, without limitation, hydrocarbons (including
naturally occurring or man-made petroleum and hydrocarbons), flammable
explosives, asbestos, urea formaldehyde insulation, radioactive materials,
biological substances, polychlorinated biphenyls, pesticides, herbicides and
any other kind and/or type of pollutants or contaminants (including, without
limitation, materials which include hazardous constituents), sewage, sludge,
industrial slag, solvents and/or any other similar substances, materials or
wastes that are or become regulated under any Environmental Law (including
without limitation, any that are or become classified as hazardous or toxic
under any Environmental Law).


“Interest
Rate” shall mean a fixed rate of interest equal to 12% per annum, calculated on the
actual number of days elapsed over a 360 day year.


“Liabilities”
shall mean at all times all liabilities of the Borrowers that would be shown as
such on the balance sheets of the Borrowers prepared in accordance with GAAP.



6






“Lien”
shall mean, with respect to any Person, any mortgage, pledge, hypothecation,
judgment lien or similar legal process, title retention lien, or other lien or
security interest granted by such Person or
arising by judicial process or otherwise, including, without limitation, the
interest of a vendor under any conditional sale or other title retention
agreement and the interest of a lessor under a lease of any interest in any
kind of property or asset, whether real, personal or mixed, or tangible or
intangible, by such Person as lessee that is, or should be, a Capital Lease on
the balance sheet of such Person prepared in accordance with GAAP.


“Loans”
shall mean the Revolving Loan made by Lender to Borrowers under and pursuant to
this Agreement.


“Loan
Documents” shall have the meaning set forth in Section 3.1 and 3.2.


“Material
Adverse Effect” shall mean (a) a material adverse change in, or a material
adverse effect upon, the assets, business, prospects, properties, financial
condition or results of operations of Borrowers, (b) a material impairment of
the ability of Borrowers to perform any of its Obligations under any of the
Loan Documents or a material impairment of any guarantor to perform its/his/her
obligations under the Guaranty, or (c) a material adverse effect on (i) any
substantial portion of the Collateral, (ii) the legality, validity, binding
effect or enforceability against any Borrower or any Guarantor of any of the
Loan Documents, (iii) the perfection or priority of any Lien granted to the
Lender under any Loan Document or (iv) the rights or remedies of the Lender
under any Loan Document. 


“Net Income”
shall mean, with respect to any period, the amount shown opposite the caption
“Net Income” or a similar caption on the financial statements of the Borrowers,
prepared in accordance with GAAP.


“Obligations”
shall mean all loans, advances and other financial accommodations (whether
primary, contingent or otherwise), all interest accrued thereon (including
interest which would be payable as post-petition in connection with any
bankruptcy or similar proceeding, whether or not permitted as a claim
thereunder) and any fees due to Lender under this Agreement or the other Loan
Documents, any expenses incurred by Lender under this Agreement or the other
Loan Documents and any and all other liabilities and obligations of the Credit
Parties to Lender, including without limitation the Debenture Documents.


“Permitted Liens” shall mean (a) Liens
for Taxes, assessments or other governmental charges not at the time delinquent
or thereafter payable without penalty or being contested in good faith by
appropriate proceedings and, in each case, for which adequate reserves are
maintained in accordance with GAAP and in respect of which no Lien has been
filed; (b) Liens arising in the ordinary course of business (such as (i) Liens
of carriers, warehousemen, mechanics and materialmen and other similar Liens
imposed by law, and (ii) Liens in the form of deposits or pledges incurred in
connection with worker’s compensation, unemployment compensation and other
types of social security (excluding Liens arising under ERISA) or in connection
with surety bonds, bids, performance bonds and similar obligations) for sums
not overdue or being contested in good faith by appropriate proceedings and not
involving any advances or borrowed money or the deferred purchase price of
property or services, which do not in the aggregate materially detract from the
value of the property or assets of Borrowers taken as a whole or materially
impair the use thereof in the operation of any Borrowers’ business and, in each
case, for which adequate reserves are maintained in accordance with GAAP and in
respect of which no Lien has been filed; (c) Liens described in the Financial
Statements referred to in Section 7.7 hereof and the replacement,
extension or renewal of any such Lien upon or in the same property subject
thereto arising out of the extension, renewal or replacement of the


7






indebtedness
secured thereby (without increase in the amount thereof); d) attachments,
appeal bonds, judgments and other similar Liens, for sums not exceeding Fifty
Thousand and 00/100 Dollars ($50,000) arising in connection with court
proceedings, provided the execution or other enforcement of such Liens
is effectively stayed and the claims secured thereby are being actively
contested in good faith and by appropriate proceedings and to the extent such
judgments or awards do not constitute an Event of Default; (e) zoning and
similar restrictions on the use of property and easements, rights of way,
restrictions, minor defects or irregularities in title and other similar Liens
not interfering in any material respect with the ordinary conduct of the
business of the Borrowers; (f) Liens arising in connection with Capital Leases
(and attaching only to the property being leased); (g) Liens that constitute
purchase money security interests on any property securing indebtedness
incurred for the purpose of financing all or any part of the cost of acquiring
such property, provided that any such Lien attaches to such property
within sixty (60) days of the acquisition thereof and attaches solely to the
property so acquired; (h) Liens granted to the Lender hereunder
and under the Loan Documents; (i) any interest or title of a lessor, sublessor,
licensor or sublicensor under any lease or non-exclusive license permitted by
this Agreement; (j) Liens arising from precautionary uniform commercial code
financing statements filed under any lease permitted by this Agreement; (k)
banker’s Liens and rights of set-off of financial institutions arising in
connection with items deposited in accounts maintained at such financial
institutions and subsequently unpaid and unpaid fees and expenses that are
charged to Borrowers by such financial institutions in the ordinary course of
business of the maintenance and operation of such accounts; (l) any Lien
existing on the property of Borrowers on the Closing Date and set forth on the Permitted
Lien Schedule, and securing Funded Indebtedness outstanding on such date
and permitted by Section 8.1, including replacement Liens on the
property currently subject to such Liens securing such Funded Indebtedness
permitted by Section 8.1; (m) leases of equipment granted by Borrowers
(as lessor) to third Persons in the ordinary course of business consistent with
past practices; and (n) other Liens not described above securing obligations
other than Funded Indebtedness, provided such Liens do not secure obligations
in excess of $10,000 in the aggregate at any one time.


“Person”
shall mean any individual, partnership, limited liability company, limited
liability partnership, corporation, trust, joint venture, joint stock company,
association, unincorporated organization, government or agency or political
subdivision thereof, or other entity.


“Pledge
Agreement” shall mean the Pledge Agreement of even date herewith executed
by Guarantor in favor of Lender, pledging all capital stock or other equity
interests of its Subsidiaries, if any, and all Intercompany Noties owing to or
held by it.


“Receivable
Collection Fee” shall mean a surcharge on the Eligible Accounts of 1.5% for
receivables outstanding and received within 30 days, 2% for receivables
outstanding and received between 31-60 days 3.5% for receivables outstanding
between 61-90 days and 4% for receivables outstanding between 90-120 days.


“Regulatory
Change” shall mean the introduction of, or any change in any applicable
law, treaty, rule, regulation or guideline or in the interpretation or
administration thereof by any governmental authority or any central bank or
other fiscal, monetary or other authority having jurisdiction over Lender or
its lending office.


8






“Revolving
Loan” and “Revolving Loans” shall mean, respectively, each direct
advance and the aggregate of all such direct advances made by Lender to
Borrowers under and pursuant to Section 2.1 of this Agreement.


“Revolving
Loan Availability” shall mean at any time the lesser of (a) the Revolving
Loan Commitment or (b) the Borrowing Base Amount (subject to adjustment under Section
9.11).


“Revolving
Loan Commitment” shall mean on the Closing Date One Million and No/100
Dollars ($1,000,000), and in the event Borrowers exercise the right to increase
the Revolving Loan Commitment pursuant to Section 2.1(b), thereafter,
shall mean Five Million and No/100 Dollars ($5,000,000).


“Revolving
Loan Maturity Date” shall mean the earlier of (a) the one year
anniversary of the Closing Date or (b) the occurrence of an Event of
Default and acceleration of the Revolving Note pursuant to this Agreement,
unless the date in clause (a) shall be extended pursuant to Section 2.3
or by Lender pursuant to any modification, extension or renewal note executed
by Borrowers and accepted by Lender in its sole and absolute discretion in
substitution for the Revolving Note.


“Revolving
Note” shall mean that certain Revolving Note in the principal amount of the
Revolving Loan Commitment of even date herewith made by Borrowers in favor of
Lender substantially in the form attached hereto as Exhibit B.


“Security
Agreement” shall mean a Security Agreement in favor of Lender in
substantially the form attached hereto as Exhibit C.


“Subsidiary”
and “Subsidiaries” shall mean, respectively, each and all such
corporations, partnerships, limited partnerships, limited liability companies,
limited liability partnerships or other entities of which or in which a Person
owns directly or indirectly fifty percent (50%) or more of (i) the combined
voting power of all classes of stock having general voting power under ordinary
circumstances to elect a majority of the board of directors of such entity if a
corporation, (ii) the management authority and capital interest or profits
interest of such entity, if a partnership, limited partnership, limited
liability company, limited liability partnership, joint venture or similar
entity or (iii) the beneficial interest of such entity, if a trust, association
or other unincorporated organization. 


“UCC”
shall mean the Uniform Commercial Code in effect in Florida from time to time.


          1.2
Accounting Terms. Any accounting terms used in this Agreement which are
not specifically defined herein shall have the meanings customarily given them
in accordance with GAAP. Calculations and determinations of financial and
accounting terms used and not otherwise specifically defined hereunder and the
preparation of financial statements to be furnished to the Lender pursuant
hereto shall be made and prepared, both as to classification of items and as to
amount, in accordance with GAAP as used in the preparation of the financial
statements of the Borrowers on the date of this Agreement. If any changes in
accounting principles or practices from those used in the preparation of the
financial statements are hereafter occasioned by the promulgation of rules,
regulations, pronouncements and opinions by or required by the Financial
Accounting Standards Board or the American Institute of Certified Public
Accountants (or any successor thereto or agencies with similar functions),
which results in a material change in the method of accounting in the financial
statements


9






required to be
furnished to the Lender hereunder or in the calculation of financial covenants,
standards or terms contained in this Agreement, the parties hereto agree to
enter into good faith negotiations to amend such provisions so as equitably to
reflect such changes to the end that the criteria for evaluating the financial
condition and performance of the Borrowers will be the same after such changes
as they were before such changes; and if the parties fail to agree on the
amendment of such provisions, the Borrowers will furnish financial statements
in accordance with such changes but shall provide calculations for all
financial covenants, perform all financial covenants and otherwise observe all
financial standards and terms in accordance with applicable accounting
principles and practices in effect immediately prior to such changes.
Calculations with respect to financial covenants required to be stated in
accordance with applicable accounting principles and practices in effect
immediately prior to such changes shall be reviewed and certified by the
Borrower’s accountants.


          1.3
Other Terms Defined in UCC. All other words and phrases used herein and
not otherwise specifically defined shall have the respective meanings assigned
to such terms in the UCC, as amended from time to time, to the extent the same
are used or defined therein.


          1.4
Other Definitional Provisions; Construction. Whenever the context so
requires, the neuter gender includes the masculine and feminine, the single
number includes the plural, and vice versa. The words “hereof”, “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and references to Article, Section, Subsection, Annex, Schedule,
Exhibit and like references are references to this Agreement unless otherwise
specified. An Event of Default shall “continue” or be “continuing” until such
Event of Default has been waived in accordance with Section 13.3 hereof.
References in this Agreement to any party shall include such party’s successors
and permitted assigns. References to any “Section” shall be a reference to such
Section of this Agreement unless otherwise stated. To the extent any of the
provisions of the other Loan Documents are inconsistent with the terms of this
Agreement, the provisions of this Agreement shall govern.


2. REVOLVING
LOAN FACILITY.


          
2.1Revolving Loan.


               (a)
Revolving Loan Commitment. Subject to the terms and conditions of this
Agreement and the other Loan Documents, and in reliance upon the
representations and warranties of Borrowers set forth herein and in the other
Loan Documents, Lender agrees to make such Revolving Loans at such times as
Borrowers may from time to time request, pursuant to the terms of this
Agreement, until, but not including, the Revolving Loan Maturity Date, and in
such amounts as the Borrowers may from time to time request up to the Revolving
Loan Availability; provided, however, that the aggregate
principal balance of all Revolving Loans outstanding at any time shall not
exceed the Revolving Loan Availability. Revolving Loans made by Lender may be
repaid and, subject to the terms and conditions hereof, borrowed again up to,
but not including the Revolving Loan Maturity Date unless the Revolving Loans
are otherwise terminated or extended as provided in this Agreement. The
Revolving Loans shall be used by the Borrowers for the purpose of refinancing
existing debt (includeing without limitation, outstanding debt under the
Debenture Documents and any Obligations), working capital and other general
corporate purposes.


10






               (b)
Increase to Revolving Loan Commitment. Borrowers may request, one time
prior to the Revolving Loan Maturity Date, the Revolving Loan Commitment be
increased up to
$5,000,000 and Lender shall make available such additional Revolving Loan
Commitment to Borrowers provided the following conditions have been satisfied,
in Lender’s sole discretion:


                    (i)
no Event of Default shall have occurred or be continuing or result from the
increase of Revolving Loan Commitment;


                    (ii)
Borrowers shall have executed and delivered a new or revised Revolving Note; 


                    (iii)
after giving effect to such increase, the amount of the Revolving Loan shall
not be in excess of the Revolving Loan Commitment; 


                    (iv)
Borrowers shall have the sole discretion of reviewing and accepting new
collateral as to amount or type.


               (c)
Revolving Loan Interest and Payments. Except as otherwise provided in
this Section, the outstanding principal balance of the Revolving Loans shall be
repaid on the Revolving Loan Maturity Date. Principal amounts repaid on the
Revolving Note may be re-borrowed. The principal amount of the Revolving Loans
outstanding from time to time shall bear interest at the Interest Rate and
receivables under the Eligible Accounts shall be charged the Receivables
Collection Fee. The Receivables Collection Fee and Accrued and unpaid interest
on the unpaid principal balance of all Revolving Loans and the Debenture
Documents outstanding from time to time shall be payable on the monthly
anniversary date of the Closing Date of each calendar month, commencing on the
first such date to occur after the date hereof and on the Revolving Loan
Maturity Date. Any amount of principal or interest on the Revolving Loans and
the Debenture Documents which is not paid when due, whether at stated maturity,
by acceleration or otherwise, shall at the Lender’s option bear interest
payable on demand at the Default Rate. 


               (d)
Revolving Loan Principal Repayments.


                    (i)
Mandatory Principal Prepayments; Overadvances. All Revolving Loans
hereunder shall be repaid by the Borrowers on the Revolving Loan Maturity Date,
unless payable sooner pursuant to the provisions of this Agreement. In the
event the aggregate outstanding principal balance of all Revolving Loans
hereunder exceed the Revolving Loan Availability, the Borrowers shall, without
notice or demand of any kind, immediately make such repayments of the Revolving
Loans or take such other actions as shall be necessary to eliminate such
excess. Lender shall apply funds (in excess of any Borrowing Base deductions which are recurring fees owed under Section 2.2,
interest owed under Section 2.4 and receivable collection fee)
received from the Lock Box Account as payments
against the outstanding principal balance of the Revolving Loans on a
bi-monthly basis or monthly basis at the Lender’s discretion on the 15th
and 30th day of each calendar month or 30th day of each
month, unless such days are not Business Days, in which case, Lender shall
apply funds on the immediately following Business Day. 


                    (ii)
Optional Prepayments. Borrowers may from time to time prepay the
Revolving Loan, in whole or in part, provided, however, that if,
prior to the Revolving Loan Maturity Date, Borrowers prepay the entire
outstanding amount of the Revolving Loan in full and the terminate the
Revolving Loan Commitment, Borrowers shall pay to Lender as liquidated damages
and compensation for the costs of being prepared to make funds available
hereunder an amount equal to 10% of the Revolving Loan Commitment. The parties
agree that the amount payable pursuant to this subsection (ii) is a reasonable
calculation of Lender’s lost profits in view of the difficulties and impracticality
of determining actual damages resulting from an early termination of the
Revolving Loan Commitment.


11






               (e)
Collections; Lock Box. 


                    (i)
Borrowers shall direct all of their Account Debtors to make all payments on the
Accounts directly to a post office box designated by, and under the exclusive
control of, Lender (such post office box is referred to herein as the “Lock
Box”). Borrowers shall maintain an account at Wachovia Bank, N.A. (the
“Lock Box Account”), which Lock Box Account is (as of the date hereof) and
shall be maintained in Lender’s name, into which all payments received in the
Lock Box shall be deposited, and into which Borrowers will immediately deposit
all payments received by Borrowers on Accounts in the identical form in which
such payments were received, whether by cash or check. If Borrowers, any
Affiliate or Subsidiary, any shareholder, officer, director, employee or agent
of Borrowers or any Affiliate or Subsidiary, or any other Person acting for or
in concert with Borrowers shall receive any monies, checks, notes, drafts or
other payments relating to or as proceeds of Accounts or other collateral,
Borrowers and each such Person shall receive all such items in trust for, and
as the sole and exclusive property of, Lender, and, immediately upon receipt
thereof, shall remit the same (or cause the same to be remitted) in kind to the
Lock Box Account. Borrowers and Lender agree that all payments made to such
Lock Box Account, whether in respect of the Accounts or as proceeds of other
collateral or otherwise (except for proceeds of collateral which are required
to be delivered to the holder of a Permitted Lien which is prior in right of
payment), will be swept from the Lock Box Account to Borrowers for payroll and
agreed upon payables in the ordinary course of business and then to Lender on a
bi-monthly basis and applied to the Obligations and the obligations under the
Debenture Documents in Lender’s sole discretion. Borrowers agree to pay all customary
fees, costs and expenses in connection with opening and maintaining the Lock
Box and Lock Box Account. All of such fees, costs and expenses if not paid by
Borrowers, may be paid by Lender and in such event all amounts paid by the
Lender shall constitute Obligations hereunder, shall be payable to Lender by
Borrowers upon demand, and, until paid, shall bear interest at the highest rate
then applicable to Loans hereunder. All checks, drafts, instruments and other
items of payment or proceeds of collateral shall be endorsed by Borrowers to
the Lender, and, if that endorsement of any such item shall not be made for any
reason, the Lender is hereby irrevocably authorized to endorse the same on
Borrowers’ behalf. For purpose of this Section, Borrowers irrevocably hereby
makes, constitutes and appoints the Lender (and all Persons designated by the
Lender for that purpose) as such Borrower’s true and lawful attorney and
agent-in-fact (i) to endorse Borrowers’ name upon said items of payment and/or
proceeds of collateral and upon any chattel paper, document, instrument,
invoice or similar document or agreement relating to any Accounts of such
Borrower; (ii) to take control in any manner of any item of payment or proceeds
thereof and (iii) to have access to any lock box or postal box into which any
of such Borrower mail is deposited, and open and process all mail addressed to
such Borrower and deposited therein.


                    (ii)
The Lender may, at any time and from time to time after the occurrence and during
the continuance of an Event of Default, whether before or after notification to
any Account Debtor and whether before or after the maturity of any of the
Obligations, (i) enforce collection of any of the Borrowers’ Accounts or
other amounts owed to Borrowers by suit or otherwise; (ii) exercise all of
Borrowers’ rights and remedies with respect to proceedings brought to collect
any Accounts or other amounts owed to Borrowers; (iii) surrender, release or
exchange all or any part of any Accounts or other amounts owed to Borrowers, or
compromise or extend or renew for any period (whether or not longer than the


12






original
period) any indebtedness thereunder; (iv) sell or assign any Account of
Borrowers or other amount owed to the Borrowers upon such terms, for such
amount and at such time or times as the Lender deems advisable; (v) prepare,
file and sign either Borrowers’ name on any proof of claim in bankruptcy or
other similar document against any Account Debtor or other Person obligated to
any Borrowers; and (vi) do all other acts and things which are necessary, in
the Lender’s sole discretion, to fulfill any Borrowers’ obligations under this
Agreement and the other Loan Documents and to allow the Lender to collect the
Accounts or other amounts owed to Borrowers. In addition to any other provision
hereof, the Lender may at any time, whether before or after the occurrence and
during the continuance of an Event of Default, at Borrowers’ expense, notify
any parties obligated on any of the Accounts to make payment directly to the
Lender of any amounts due or to become due thereunder.


               (iii)
On a monthly basis, the Lender shall deliver to Borrowers an account statement
showing all Loans, charges and payments, which shall be deemed final, binding and
conclusive upon Borrowers unless Borrowers notify Lender in writing, specifying
any error therein, within thirty (30) days of the date such account statement
is sent to Borrowers and any such notice shall only constitute an objection to
the items specifically identified.


          2.2
Fees.


               (a)
Unused Commitment Fee. Borrowers agrees to pay to the Lender a
non-utilization fee equal to one percent (1%) per annum of the total of
(a) the Revolving Loan Commitment, less (b) the sum of the daily
average of the aggregate principal amount of all Revolving Loans outstanding
which non-utilization fee shall be (A) calculated on the basis of a year
consisting of 360 days, (B) paid for the actual number of days elapsed,
and (C) payable in arrears on the last Business Day of each calendar
month, commencing on the last Business Day of the calendar month in which the
first Revolving Loan was funded, and ending on the Revolving Loan Maturity
Date.


               (b)
Asset Monitoring Fee. Borrowers agree to pay to Lender an asset
monitoring fee equal to five thousand dollars ($5,000.00) which shall be due
and payable on the Closing Date and thereafter on the first day of each
calendar quarter during the term of the Revolving Loan Facility.


               (c)
Commitment Fee. Borrowers agrees to pay to Lender a commitment fee equal
to four percent (4.00%) of the Revolving Loan Commitment which shall be due and
payable on the Closing Date and on the date of any increase to the Revolving
Loan Commitment pursuant to Section 2.1(b).


               (d)
Due Diligence and Legal Fees. Borrowers agrees to pay a due diligence
and legal fee equal to $15,000 which shall be due and payable in full on the
Closing Date, or any remaining portion thereof shall be due and payable on the
Closing Date if a portion of such fee was paid upon the execution of any term
sheet related to this Agreement. 


               (e)
Document Review and Legal Fees. Borrowers agrees to pay a document
review fee equal to $25,000 which shall be due and payable in full on the
Closing Date, or any remaining portion thereof shall be due and payable on the
Closing Date if a portion of such fee was paid upon the execution of any term
sheet related to this Agreement.


13






          2.3
Renewal of Revolving Loans; Non-Renewal of Revolving Loans; Fees. 


On the
Revolving Loan Maturity Date, so long as no Event of Default exists, or would
occur, Borrower shall have the option to renew the Revolving Loan Commitment
and extend the Revolving Loan Maturity Date for one additional one year period.
To make such election, Borrowers shall give written notice to Lender of
Borrowers’ election to renew the Revolving Loan Commitment and extend the
Revolving Loan Maturity Date for an additional one year period on or before the
Maturity Date and shall deliver a renewal fee equal to 10% of the then
outstanding balance of the Revolving Loan at the subsequent closing. 


          Notwithstanding
the foregoing, so long as NAS has obligations outstanding under the Debenture
Documents, and provided no Event of Default exists or would occur, at Lender’s
discretion, the Revolving Loan Commitment will automatically renew pursuant to
subsection (a) above and the Revolving Loan Maturity Date will be extended for
an additional one-year period; provided, in no event shall the Revolving Loan
Maturity Date extend beyond the maturity date of the obligations under the
Debenture Documents. 


          2.4
Interest and Fee Computation; Collection of Funds. Except as otherwise
set forth herein, all interest and fees shall be calculated on the basis of a
year consisting of 360 days and shall be paid for the actual number of days
elapsed. Principal payments submitted in funds not immediately available shall
continue to bear interest until collected. If any payment to be made by
Borrowers hereunder or under the Revolving Note shall become due on a day other
than a Business Day, such payment shall be made on the next succeeding Business
Day and such extension of time shall be included in computing any interest in
respect of such payment. Any Obligations which are not paid when due (subject
to applicable grace periods) shall bear interest at the Default Rate.


          2.5
Automatic Debit. In order to effectuate the timely payment of any of the
Obligations when due, Borrowers hereby authorizes and directs the Lender, at
the Lender’s option, to (a) debit, or cause or instruct the debit of, the
amount of the Obligations to any ordinary deposit account of Borrowers or (b)
make a Revolving Loan hereunder to pay the amount of the Obligations.


          2.6
Discretionary Disbursements. Lender, in its sole and absolute
discretion, may immediately upon notice to Borrowers, disburse any or all
proceeds of the Revolving Loans made or available to Borrowers pursuant to this
Agreement to pay any fees, costs, expenses or other amounts required to be paid
by Borrowers hereunder and not so paid. All monies so disbursed shall be a part
of the Obligations, payable by Borrowers on demand from Lender.


          2.7
Currency Risk. Borrowers shall bear the risk of Lender’s currency losses
and on each of the 15th and 30th of each calendar month, or if such days are
not Business Days, the immediately following Business Days thereafter/each
sweep of the Lock Box Account and application of payments to the Obligations,
in the event Lender suffers a currency loss and the result is to increase the
cost to Lender or to reduce the amount of any sum received or receivable by
Lender under this Agreement or under the Notes with respect thereto, then after
demand by Lender (which demand shall be accompanied by a certificate setting
forth reasonably detailed calculations of the basis of such demand), the
Borrowers shall pay to Lender such additional amount or amounts as will
compensate Lender for such increased cost or such reduction. Borrowers hereby
authorize Lender to advance or cause an advance of Revolving Loans to pay for
the increased costs or reductions associated with currency losses under this
Section 2.7.


14






3. CONDITIONS
OF BORROWING.


Notwithstanding
any other provision of this Agreement, the obligation of the Lender to disburse
or make all or any portion of any the Loans is subject to satisfaction of all
of the following conditions precedent (unless a condition is waived in writing
by Lender) contained in this Article 3.


          
3.1Loan Documents to be Executed by Borrower. As a condition precedent
to the Lender’s disbursal or making of the Loans pursuant to this Agreement,
Borrowers shall have executed or cause to be executed and delivered to the
Lender all of the following Loan Documents, each of which must be satisfactory
to Lender and Lender’s counsel in form, substance and execution, and make the
following payment:


               (a)
Credit Agreement. Four originals of this Agreement duly executed by
Borrowers.


               (b)
Revolving Note. An original Revolving Note duly executed by Borrowers,
in the form prepared by and acceptable to Lender.


               (c)
Security Agreement. Four originals of the Security Agreement dated as of
the date of this Agreement, executed by Borrowers in the form prepared by and
acceptable to the Lender.


               (d)
Guaranty. Four originals of the Guaranty duly executed by Robert Chance
and the Guarantors in the form prepared by and acceptable to Lender.


               (e)
Validity Guaranties. Borrowers shall deliver guaranties in form and
content satisfactory to Lender in its sole discretion from the officers of the
Borrowers.


               (f)
Additional Documents. Such other agreements, documents, instruments
which Lender shall require in connection with this Agreement, including as set
forth in the Closing Checklist prepared by counsel to Lender as of the Closing
Date.


               (g)
Payment of Fees. Borrowers shall have paid to the Lender all fees, costs
and expenses, including, but not limited to, due diligence expenses, attorney’s
fees, search fees, title fees, documentation and filing fees (including
documentary stamps and taxes payable on the fact amount of the Revolving Note).


               (h)
Issuance of Equity. NAS shall issue Lender common stock of the NAS in an
amount of shares of NAS, that when combined with Lender’s current common stock
ownership of NAS, Lender will own 9.99% of the total outstanding shares of NAS
as of the date hereof.


               (i)
Pledge Agreements, Assignment of Certificate of Certificate and Delivery of
Certificate. Four originals of the Pledge Agreement duly executed by the
Guarantor in the form prepared and acceptable to Lender together with fully
executed assignment certificates, executed in blank and delivery of all
applicable original certificates evidencing the equity interests pledged under
the Pledge Agreement all to be held in escrow by Richardson & Patel, LLP. 

15






               (j)
Other Loan Documents to be Delivered by Borrower. Borrowers shall have
delivered or cause to be delivered to Lender all of the following Loan
Documents, each of which must be satisfactory to Lender and Lender’s counsel in
form, substance and execution (the Loan
Documents described in this Section 3.2, together with the Loan
Documents described in Section 3.1, as any of them may be amended,
modified or restated, being collectively referred to as the “Loan Documents”):


               (k)
Search Results. Copies of UCC search reports dated such a date as is
reasonably acceptable to the Lender, listing all effective financing statements
which name Borrowers, under its present name and any previous names, as
debtors, together with copies of such financing statements.


               (l)
Pay-Off Letters and Other Evidence of Release of Liens. With respect to
any Loans the proceeds of which are being used to pay off existing Funded
Indebtedness of Borrowers (i) a payoff letter evidencing the amount required
for the repayment in full of the existing Funded Indebtedness to be repaid with
such Loans, and the lender’s, creditor’s, beneficiary’s, obligee’s and/or Lien
holder’s agreement, upon satisfaction of such Funded Indebtedness, to terminate
all agreements relating thereto, to release all Liens granted in connection
therewith, and to authorize Lender or Lender’s counsel to record UCC or other
appropriate termination statements and execute and deliver other documents
effective to evidence the foregoing (other than Permitted Liens), or (ii) such
other evidence as the Lender may reasonably request (which may be held in
escrow pending satisfaction of such Funded Indebtedness) of the termination of
all agreements relating to such Funded Indebtedness, the release of all Liens
granted in connection therewith, and UCC or other appropriate termination
statements and documents effective to evidence the foregoing.


               (m)
Organizational and Authorization Documents. A certificate of the
corporate secretary of each Borrower certifying and attaching (i) copies of its
articles of incorporation and bylaws of Borrower; (ii) resolutions of the board
of directors of each Borrower, approving and authorizing Borrowers’ execution,
delivery and performance of the Loan Documents to which it is party and the
transactions contemplated thereby; (iii) the signatures and incumbency of the
officers of each Borrower, executing any of the Loan Documents, each of which
such Borrower hereby certifies to be true and complete, and in full force and
effect without modification, it being understood that Lender may conclusively
rely on each such document and certificate until formally advised by such
Borrower of any changes therein; and (iv) good standing certificates in the
state of incorporation of Borrowers and in each other state
requested by the Lender.


               (n)
Insurance. Evidence satisfactory to the Lender of the existence of
insurance required to be maintained pursuant to Section 9.4, together
with evidence that Lender has been named as additional insured and lender’s
loss payee, as applicable, on all related insurance policies. 


               (o)
Opinion of Counsel. A customary opinion of Borrower’s counsel.


               (p)
Additional Documents. Such other agreements, documents, instruments,
certificates, financial statements, schedules, resolutions, opinions of
counsel, notes and other items which the Lender shall require in connection
with this Agreement, including as set forth in the Closing Checklist prepared
by counsel to the Lender as of the Closing Date or such later funding date.


          3.2
Event of Default. No Event of Default, or event which, with notice or
lapse of time, or both would constitute an Event of Default, shall have
occurred and be continuing.


16






          3.3
Adverse Changes. There shall not have occurred any Material Adverse
Effect.


          3.4
Litigation. No pending claim, investigation, litigation or governmental
proceeding shall have been instituted against any Borrowers or any of their
respective officers or shareholders by any local, state or federal governmental
entity, which could reasonably be likely to have a Materially Adverse Effect
upon any Borrower or its subsidiaries.


          3.5
Representations and Warranties. No representation or warranty of any
Borrower contained herein or in any Loan Documents shall be untrue or incorrect
in any material respect as of the date of any Loans as though made on such
date, except to the extent such representation or warranty expressly relates to
an earlier date.


          3.6
Due Diligence. The business, legal and collateral due diligence review
performed by Lender, including, but not limited to, a review of each Borrowers’
historical performance, must be acceptable to Lender in its sole discretion. 


4. NOTES EVIDENCING
LOANS.


          4.1
Revolving Note. The Revolving Loans shall be evidenced by the Revolving
Note (together with any and all renewal, extension, modification or replacement
notes executed by the Borrowers and delivered to the Lender and given in substitution
therefor) duly executed by the Borrowers and payable to the order of the
Lender. At the time of the initial disbursement of a Revolving Loan and at each
time an additional Revolving Loan shall be requested hereunder or a repayment
made in whole or in part thereon, an appropriate notation thereof shall be made
on the books and records of the Lender. All amounts recorded shall be, absent
demonstrable error, conclusive and binding evidence of (i) the principal amount
of the Revolving Loans advanced hereunder, (ii) any unpaid interest owing on
the Revolving Loans, and (iii) all amounts repaid on the Revolving Loans. The
failure to record any such amount or any error in recording such amounts shall
not, however, limit or otherwise affect the obligations of the Borrowers under
the Revolving Note to repay the principal amount of the Revolving Loans,
together with all interest accruing thereon.


5. MANNER OF
BORROWING.


          5.1
Loans. The Loans shall be made available to the Borrower upon the
Borrower’s request, from any Person whose authority to so act has not been
revoked by Borrowers in writing previously received by the Lender. A request
for a Loan must be (i) received by no later than 11:00 a.m. eastern time, the
day it is to be funded, and (ii) in a minimum amount equal to One Hundred
Thousand Dollars and No/100($100,000). Borrowers may make requests
for borrowing no more than twice per calendar month. The Borrowing Base will be
subject to adjustment based upon the results of the Initial Field Exam as
required under Section 9.12 below. The Borrowing Base, as adjusted pursuant to
the foregoing sentence, shall be retroactively applied to any Revolving Loan
advanced on the Closing Date.


          5.2
Communications. The Lender is authorized to rely on any written, verbal,
electronic, telephonic or telecopy loan requests which the Lender believes in
its good faith judgment to emanate from a properly authorized representative of
the Borrowers, whether or not that is in fact the case. Borrowers hereby irrevocably
confirms, ratifies and approves all such advances by the Lender and hereby
indemnify the Lender against losses and expenses (including court costs,
attorneys’ and paralegals’ fees) and shall hold the Lender harmless with
respect thereto.


17






6. SECURITY
FOR THE OBLIGATIONS.


To secure the
payment and performance by the Borrowers of the Obligations hereunder, each
Borrower grants, under and pursuant to the Security Agreement executed by
Borrowers dated as of the date hereof, to the Lender, its successors and
assigns, a continuing security interest in, and does hereby assign, transfer,
mortgage, convey, pledge, hypothecate and set over to the Lender, its
successors and assigns, all of Borrowers’ right, title and interest in and to
the Collateral, whether now owned or hereafter acquired, and all proceeds
(including, without limitation, all insurance proceeds) and products of any of
the Collateral. 


7.
REPRESENTATIONS AND WARRANTIES.


To induce the
Lender to make the Loans, Borrowers make the following representations and
warranties to the Lender, each of which shall be true and correct in all
material respects as of the date of the execution and delivery of this
Agreement and as of the date of each Loan made hereunder except to the extent
such representation expressly relates to an earlier date, and which shall
survive the execution and delivery of this Agreement:


          7.1
Borrower Organization and Name. Borrowers are each a corporation, duly
organized, existing and in good standing under the laws of each respective
state of incorporation, with full and adequate powers to carry on and conduct
its business as presently conducted. Borrowers are duly licensed or qualified
in all foreign jurisdictions wherein the nature of its activities require such
qualification or licensing or in which any Collateral is located, except for
such jurisdictions where the failure to so qualify would not have a Material
Adverse Effect. NAS’s Organizational Identification Number is E08820720007-4.
Intecon’s Organizational Identification Number is 0870869-7. Intuitive’s
Organizational Identification Number is C11112-2001. The exact legal name of
each Borrower is as set forth in the first paragraph of this Agreement, and no
Borrower currently conducts, nor has any Borrower, except as otherwise set
forth herein, during the last five (5) years conducted, business under any
other name or trade name, except in connection with its wholly-owned
subsidiaries. 


          7.2
Authorization; Validity. Borrowers have full right, power and authority
to enter into this Agreement, to make the borrowings and execute and deliver
the Loan Documents as provided herein and to perform all of its duties and
obligations under this Agreement and the Loan Documents. The execution and
delivery of this Agreement and the Loan Documents will not, nor will the
observance or performance of any of the matters and things herein or therein
set forth, violate or contravene any provision of law or of its articles of
incorporation and bylaws of such Borrower. All necessary and appropriate
corporate action has been taken on the part of Borrowers to authorize the
execution and delivery of this Agreement and the Loan Documents. This Agreement
and the Loan Documents are valid and binding agreements and contracts of Borrowers
in accordance with its respective terms except to the extent that enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
and other laws enacted for the relief of debtors generally and other similar
laws affecting the enforcement of creditors’ rights generally or by equitable
principles which may affect the availability of specific performance and other
equitable remedies.


          7.3
Compliance With Laws. The nature and transaction of each Borrower’s
business and operations and the use of its properties and assets, including,
but not limited to, the Collateral or any real estate owned or occupied by each
Borrower, do not and during the term of the Loans shall not, violate or
conflict with any applicable law, statute, ordinance, rule, regulation or order
of any kind or nature, including, without limitation, the provisions of the
Fair 


18






Labor
Standards Act or any zoning, land use, building, noise abatement, occupational
health and safety or other laws, any building permit or any condition, grant,
easement, covenant, condition or restriction, whether recorded or not, except
to the extent such violation would not result in a Material Adverse Effect.


          7.4
Environmental Laws and Hazardous Substances. Except to the extent that
any of the following would not have a Material Adverse Effect (including
financial reserves, insurance policies and cure periods relating to compliance
with applicable laws and permits) and are used in such amounts as are customary
in the ordinary course of each Borrower’s business, consistent with past
practices, in compliance with all applicable Environmental Laws, each Borrower
represents and warrants to the Lender that to its knowledge (i) such Borrower
has not generated, used, stored, treated, transported, manufactured, handled,
produced or disposed of any Hazardous Materials, on or off any of the premises
of such Borrower (whether or not owned by it) in any manner which at any time
violates any Environmental Law or any license, permit, certificate, approval or
similar authorization thereunder, (ii) the operations of such Borrower comply
in all material respects with all Environmental Laws and all licenses, permits
certificates, approvals and similar authorizations thereunder, (iii) there has been
no investigation, proceeding, complaint, order, directive, claim, citation or
notice by any governmental authority or any other Person, nor is any pending
or, to such Borrower’s knowledge threatened, and (iv) no Borrower has material
liability, contingent or otherwise, in connection with a release, spill or
discharge, threatened or actual, of any Hazardous Materials or the generation,
use, storage, treatment, transportation, manufacture, handling, production or
disposal of any Hazardous Material. 


          7.5
Absence of Breach. The execution, delivery and performance of this
Agreement, the Loan Documents and any other documents or instruments to be
executed and delivered by the Borrowers in connection with the Loans shall not:
(i) violate any provisions of law or any applicable regulation, order, writ,
injunction or decree of any court or governmental authority or (ii) conflict
with, be inconsistent with, or result in any breach or default of any of the
terms, covenants, conditions, or provisions of any indenture, mortgage, deed of
trust, Instrument, document, agreement or contract of any kind to which any
Borrower is a party or by which Borrowers or any of their property or assets
may be bound, except for such breaches, violations, conflicts, etc. which would
not result in a Material Adverse Effect.


          7.6
Collateral Representations. No Person other than the Borrowers, owns or
has other rights in the Collateral, and the Collateral is free from any Lien of
any kind, other than the Lien of the Lender and Permitted Liens.


          7.7
Financial Statements. To each Borrower’s knowledge, except as set forth
on Schedule 7.7 hereto, each Borrower’s financial statements for fiscal years
ended December 31, 2007 have been prepared in accordance with GAAP on a basis
except as otherwise noted therein, consistent with the previous fiscal year and
truly and accurately reflect in all material respects the financial condition
of such Borrower and the results of the operations as of such date and for the
periods indicated. Thereafter, to each Borrower’s knowledge, all financial
statements submitted to the Lender have been prepared in accordance with GAAP
on a basis except as otherwise noted therein, consistent with the previous
fiscal year and truly and accurately reflect in all material respects the
financial condition of each Borrower and the results of the operations as of
such date and for the periods indicated. To each Borrower’s knowledge, since
the date of the most recent financial statement submitted by each Borrower to
the Lender, there has been no material adverse change in the financial
condition or in the assets or liabilities of each Borrower, or any changes
except those occurring in the ordinary course of business.


19






          7.8
Litigation and Taxes. There is no litigation, demand, charge, claim,
petition or governmental investigation or proceeding pending, or to Borrower’s
knowledge threatened, against either Borrower that could reasonably be likely
to have a Material Adverse Effect. Borrowers have duly filed all applicable
income or other tax returns and have paid all income or other taxes when due.
There is no controversy or objection pending, threatened in respect of any tax
returns of each Borrower.


          7.9
Event of Default. No Event of Default has occurred and is continuing,
and no event has occurred and is continuing which, with the lapse of time, the
giving of notice, or both, would constitute such an Event of Default under this
Agreement or any of the other Loan Documents and each Borrower is not in
default (without regard to grace or cure periods) under any contract or
agreement to which it is a party, the effect of which default shall materially
adversely affect the performance by such Borrower of its obligations pursuant
to and as contemplated by the terms and provisions of this Agreement.


          7.10
ERISA Obligations. To each Borrower’s knowledge, all Employee Plans of
the Borrower meet the minimum funding standards of Section 302 of ERISA where
applicable and each such Employee Plan that is intended to be qualified within
the meaning of Section 401 of the Internal Revenue Code of 1986 is qualified.
No withdrawal liability has been incurred under any such Employee Plans and no
“Reportable Event” or “Prohibited Transaction” (as such terms are defined in
ERISA), has occurred with respect to any such Employee Plans, unless approved
by the appropriate governmental agencies. To each Borrower’s knowledge, such
Borrower has promptly paid and discharged all obligations and liabilities arising
under the ERISA of a character which if unpaid or unperformed might result in
the imposition of a Lien against any of its properties or assets.


          7.11
Adverse Circumstances. No condition, circumstance, event, agreement,
document, instrument, restriction, litigation or proceeding (or threatened
litigation or proceeding or basis therefor) exists which (a) could adversely
affect the validity or priority of the Liens granted to the Lender under the
Loan Documents, (b) could materially adversely affect the collective ability of
Borrowers to perform their obligations under the Loan Documents, (c) would
constitute a default under any of the Loan Documents or (d) would constitute
such a default with the giving of notice or lapse of time or both.


          7.12
Lending Relationship. Borrowers acknowledges and agrees that the
relationship hereby created with the Lender is and has been conducted on an
open and arm’s length basis in which no fiduciary relationship exists and that
each Borrower has not relied and nor is relying on any such fiduciary
relationship in executing this Agreement and in consummating the Loans. The
Lender represents that it will receive the Revolving Note payable to its order
as evidence of the Loans.


          7.13
[Reserved] 


          7.14
Compliance with Regulation U. No portion of the proceeds of the Loans
shall be used by Borrowers, or any Affiliates of Borrower, either directly or
indirectly, for the purpose of purchasing or carrying any margin stock, within
the meaning of Regulation U as adopted by the Board of Governors of the Federal
Reserve System.


20






          7.15
Governmental Regulation. Borrowers are not, or after giving effect to
any Loan, will not be, subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act or the Investment Company Act of
1940 or to any federal or state statute or regulation limiting its ability to
incur indebtedness for borrowed money.


          7.16
Bank Accounts. The account numbers and locations of all deposit accounts
and other bank accounts of each Borrower are attached as Schedule 7.16. 


          7.17
Places of Business. The principal place of business of each Borrower is
set forth on Schedule 7.17 and each Borrower shall promptly notify the
Lender of any change in such location. Each Borrower will not remove or permit
the Collateral to be removed from such locations without the prior written
consent of the Lender, except for (i) certain heavy equipment kept at third
party sites when conducting business or maintenance, (ii) vehicles, containers
and rolling stock, (iii) Inventory sold or leased in the usual and ordinary
course of each Borrower’s businesses; and (iv) temporary removal of Collateral
to other locations for repair or maintenance as may be required from time to
time in each instance in the ordinary course of business of each Borrower.


          7.18
Complete Information. This Agreement and all financial statements,
schedules, certificates, confirmations, agreements, contracts, and other
materials submitted to the Lender in connection with or in furtherance of this
Agreement by or on behalf of each Borrower fully and fairly state the matters
with which they purport to deal, and do not misstate any material fact nor,
separately or in the aggregate, fail to state any material fact necessary to
make the statements made not misleading.


The Lender makes the following representations and warranties to the
Credit Parties, each of which shall be true and correct in all material
respects as of the date of the execution and delivery of this Agreement and as
of the date of each Loan made hereunder except to the extent such
representation expressly relates to an earlier date, and which shall survive
the execution and delivery of this Agreement:


          7.19
Investment Purpose. The Lender is acquiring the Revolving Note for its
own account for investment only and not with a view towards, or for resale in
connection with, the public sale or distribution thereof, except pursuant to
sales registered or exempted under the Securities Act of 1933, as amended (the
“Securities Act”). 


          7.20
Accredited Investor Status. The Lender is an “Accredited Investor” as
that term is defined in Rule 501(a)(3) of Regulation D promulgated under the
Securities Act.


          7.21
Reliance on Exemptions. The Lender understands that the Revolving Note
is being offered and sold to it in reliance on specific exemptions from the
registration requirements of United States federal and state securities laws
and that the Borrowers are relying in part upon the truth and accuracy of, and
the Lender’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Lender set forth herein in order to
determine the availability of such exemptions and the eligibility of the Lender
to acquire such securities.


21






          7.22
Information. The Lender and its advisors, if any, have been furnished
with all materials relating to the business, finances and operations of the
Borrowers and information deemed material by the Lender to making an informed
investment decision regarding the Revolving
Note, which have been requested by the Lender. The Lender and its advisors, if
any, have been afforded the opportunity to ask questions of the Borrowers and
their management. Neither such inquiries nor any other due diligence
investigations conducted by the Lender or its advisors, if any, or its
representatives shall modify, amend or affect the Lender’s right to rely on the
Borrowers’ representations and warranties contained in this Section 7 above.
The Lender understands that its investment in the Revolving Note involves a
high degree of risk. The Lender is in a position regarding the Borrowers,
which, based upon economic bargaining power, enabled and enables the Lender to
obtain information from the Borrowers in order to evaluate the merits and risks
of this investment. The Lender has sought such accounting, legal and tax
advice, as it has considered necessary to make an informed investment decision
with respect to the Revolving Note.


          7.23
No Governmental Review. The Lender understands that no United States
federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Revolving Note, or
the fairness or suitability of the investment in the Revolving Note, nor have
such authorities passed upon or endorsed the merits of the offering of the
Revolving Note.


          7.24
Transfer or Resale. The Lender understands that: (i) the Revolving Note
has not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred
unless (A) subsequently registered thereunder, or (B) the Lender shall have
delivered to the Borrowers an opinion of counsel, in a generally acceptable
form, to the effect that such securities to be sold, assigned or transferred
may be sold, assigned or transferred pursuant to an exemption from such
registration requirements; (ii) any sale of such securities made in reliance on
Rule 144 under the Securities Act (or a successor rule thereto) (“Rule 144”)
may be made only in accordance with the terms of Rule 144 and further, if Rule
144 is not applicable, any resale of such securities under circumstances in which
the seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the Securities Act) may require
compliance with some other exemption under the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder; and (iii)
neither the Borrower nor any other person is under any obligation to register
such securities under the Securities Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder.


          7.25
Legends. The Lender understands that the certificates or other
instruments representing the Revolving Note shall bear a restrictive legend in
substantially the following form (and a stop transfer order may be placed against
transfer of such certificates): 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD
RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN
OPINION OF COUNSEL, GENERALLY ACCEPTABLE TO COMPANY’S COUNSEL, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
LAWS.




22






          7.26
Authorization, Enforcement. This Agreement has been duly and validly
authorized, executed and delivered on behalf of the Lender and is a valid and
binding agreement of
the Lender enforceable in accordance with its terms, except as such
enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable
creditors’ rights and remedies.


          7.27
Receipt of Documents. The Lender and its counsel have received and read
in their entirety: (i) this Agreement and each representation, warranty and
covenant set forth herein, and the Loan Documents; (ii) all due diligence and
other information necessary to verify the accuracy and completeness of such
representations, warranties and covenants; and (iii) answers to all questions
the Lender submitted to the Borrowers regarding an investment in the Borrowers;
and the Lender has relied on the information contained therein and has not been
furnished any other documents, literature, memorandum or prospectus.


          7.28
Due Formation of Lender. The Lender is an entity that has been formed
and validly exists and has not been organized for the specific purpose of
purchasing the Revolving Note and is not prohibited from doing so.


          7.29
No Legal Advice from the Borrowers. The Lender acknowledges, that it had
the opportunity to review this Agreement and the transactions contemplated by
this Agreement with his or its own legal counsel and investment and tax
advisors. The Lender is relying solely on such counsel and advisors and not on
any statements or representations of the Borrowers or any of their
representatives or agents for legal, tax or investment advice with respect to
this investment, the transactions contemplated by this Agreement or the
securities laws of any jurisdiction.


8. NEGATIVE
COVENANTS.


          8.1
Indebtedness. The Credit Parties shall not, either directly or
indirectly, create, assume, incur or have outstanding any Funded Indebtedness
(including purchase money indebtedness), or become liable, whether as endorser,
guarantor, surety or otherwise, for any debt or obligation of any other Person,
except:


               (a)
the Obligations;


               (b)
Funded Indebtedness and all other obligations under the Debenture Documents;


               (c)
endorsement for collection or deposit of any commercial paper secured in the
ordinary course of business;


               (d)
obligations for taxes, assessments, municipal or other governmental charges; provided,
the same are being contested in good faith by appropriate proceedings and are
insured against or bonded over to the satisfaction of the Lender;


               (e)
obligations for accounts payable, other than for money borrowed, incurred in
the ordinary course of business; 


               (f)
obligations existing on the date hereof which are disclosed on the financial
statements referred to in Section 7.7;


               (g)
unsecured intercompany Funded Indebtedness;


23






               (h)
Funded Indebtedness existing on the Closing Date and set forth in Schedule
8.1, including any extensions or refinancings of the foregoing, which do
not increase the principal amount of such Funded Indebtedness as of the date of
such extension or refinancing; provided such Funded Indebtedness is
subordinated to the Obligations owed to Lender pursuant to a subordination
agreement, in form and content acceptable to Lender in its sole discretion;


               (i)
Funded Indebtedness consisting of Capital Lease obligations or secured by Permitted
Liens of the type described in clause (g) of the definition thereof not to
exceed $250,000 in the aggregate at any time without the Lender’s prior written
approval;


               (j)
Contingent Liabilities arising with respect to customary indemnification
obligations in favor of purchasers in connection with dispositions permitted
hereunder. 


               (k)
Contingent Liabilities incurred in the ordinary course of business with respect
to surety and appeal bonds, performance bonds and other similar obligations;


               (l)
Contingent Liabilities arising under indemnity agreements to title insurers to
cause such title insurers to issue to the Lender title insurance policies. 


          8.2
Encumbrances. The Credit Parties shall not, either directly or
indirectly, create, assume, incur or suffer or permit to exist any Lien or
charge of any kind or character upon any asset of such Credit Party; whether
owned at the date hereof or hereafter acquired, except Permitted Liens or as
otherwise authorized by Lender.


          8.3
Investments. The Credit Parties shall not, either directly or
indirectly, make or have outstanding any new investments (whether through
purchase of stocks, obligations or otherwise) in, or loans or advances to, any
other Person, or acquire all or any substantial part of the assets, business,
stock or other evidence of beneficial ownership of any other Person except
following:


               (a)
The stock or other ownership interests of the the Credit Parties in a
Subsidiary existing as of the Closing Date;


               (b)
investments in direct obligations of the United States or any state in the
United States;


               (c)
trade credit extended by the Borrowers in the ordinary course of business;


               (d)
investments in securities of account debtors received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such
account debtors;


               (e)
investments existing on the Closing Date and set forth in Schedule 8.3;


               (f)
loans to employees and advances by the Borrowers in the ordinary course of
business to shareholders, officers, directors and employees and other
Investments not listed in this Section; provided that all loans, advances and
Investments permitted under this clause (h) shall not exceed $50,000 in the
aggregate at any time outstanding;


24






               (g)
Contingent Liabilities permitted pursuant to Section 8.2;


               (h)
Capital Expenditures permitted under Section 8.5; or


          8.4
Transfer; Merger. The Credit Parties shall not, either directly or
indirectly, permit a Change in Control (as described in Section 11.9
hereof), merge, consolidate, sell, transfer, license, lease, encumber or
otherwise dispose of all or any part of their property or business or all or
any substantial part of their assets, or sell or discount (with or without
recourse) any of their Notes (as defined in the UCC), Chattel Paper, Payment
Intangibles or Accounts; provided, however, that the Borrowers
may:


               (a)
sell or lease Inventory and Equipment in the ordinary course of business; 


               (b)
upon not less than three (3) Business Days’ prior written notice to the Lender,
any Subsidiary of the Borrowers may merge with (so long as the Borrowers remain
the surviving entities), or dissolve or liquidate into, or transfer its
property to the Borrowers;


               (c)
dispose of used, worn-out or surplus equipment in the ordinary course of
business;


               (d)
discount or write-off overdue Accounts for collection in the ordinary course of
business;


               (e)
sell or otherwise dispose (including cancellation of Funded Indebtedness) of
any Investment permitted under Section 8.3 in the ordinary course of
business; and


               (f)
grant Permitted Liens.


          8.5
Capital Expenditures. Without the Lender’s prior consent, the Credit
Parties shall not in the aggregate make or incur obligations for any Capital
Expenditures in any fiscal year.


          8.6
Issuance of Stock. The Credit Parties shall not, and shall cause their
Subsidiaries not to, either directly or indirectly, issue or distribute any
additional capital stock, partnership interest or other securities of the
Credit Parties or their Subsidiaries without the prior written consent of the
Lender.


          8.7
Distributions; Restricted Payments. The Credit Parties shall not, and
shall cause their Subsidiaries not to, either directly or indirectly, (i)
purchase or redeem any shares of their stock or partnership interests or
declare or pay any dividends or distributions, whether in cash or otherwise,
set aside any funds for any such purpose or make any distribution to their
shareholders, make any distribution of their property or assets or make any loans,
advances or extensions of credit to, or investments in, any Persons, including,
without limitation, the Credit Parties’ Affiliates, officers, partners or
employees without the prior written consent of the Lender, (ii) make any
payments of any Funded Indebtedness other than as permitted hereunder, or (iii)
increase the annual salary paid to any officers of any of the Credit Parties
without the prior written consent of the Lender.


          8.8
Use of Proceeds. Neither the Borrower nor any of its Affiliates shall
use any portion of the proceeds of the Loans, either directly or indirectly,
for the purpose of purchasing any securities underwritten by any Affiliate of
the Lender.


25






          8.9
Business Activities; Change of Legal Status and Organizational Documents.
Borrowers shall not (a) engage in any line of business other than the
businesses engaged in on the date hereof and business reasonably related
thereto, (b) change its name, Organizational Identification Number, its type of
organization, its jurisdictions of organization or other legal structure, or
(b) permit its charters, bylaws, partnership agreement or other organizational
documents to be amended or modified in any way which could reasonably be
expected to materially adversely affect the interests of the Lender.


          8.10
Transactions with Affiliates. Except as set forth on Schedule 8.10,
no Credit Party shall enter into any transaction with any of its Affiliates,
except in the ordinary course of business and upon fair and reasonable terms
that are no less favorable to such Credit Party in question than would obtain
in a comparable arm’s length transaction with a Person not an Affiliate of any
of such Credit Party. 


9. AFFIRMATIVE
COVENANTS.


          9.1
Compliance with Regulatory Requirements. Upon demand by Lender,
Borrowers shall reimburse Lender for Lender’s additional costs and/or
reductions in the amount of principal or interest received or receivable by
Lender if at any time after the date of this Agreement any law, treaty or
regulation or any change in any law, treaty or regulation or the interpretation
thereof by any governmental authority charged with the administration thereof
or any other authority having jurisdiction over Lender or the Loans, whether or
not having the force of law, shall impose, modify or deem applicable any
reserve and/or special deposit requirement against or in respect of assets held
by or deposits in or for the account of the Loans by the Lender or impose on
the Lender any other condition with respect to this Agreement or the Loans, the
result of which is to either increase the cost to the Lender of making or
maintaining the Loans or to reduce the amount of principal or interest received
or receivable by the Lender with respect to such Loans. Said additional costs
and/or reductions will be those which directly result from the imposition of
such requirement or condition on the making or maintaining of such Loans.
Notwithstanding the foregoing, the Borrowers shall not be required to pay any
such additional costs which could be avoided by the Lender with the exercise of
reasonable conduct and diligence. Notwithstanding anything contained in this
Section to the contrary, the Borrowers shall be under no obligation to the
Lender with respect to any additional amounts described in this Section to the
extent incurred prior to the three hundred sixty-fifth (365th) day
preceding the date on which the Borrowers received notice by the Lender of such
additional amounts, unless such requirement resulting in the increased cost
became effective during such three hundred sixty-five (365) day period and
retroactively applies to a date occurring prior to such three hundred
sixty-five (365) day period, in which case the Borrowers shall be responsible
for all such additional amounts described in this Section from and after such
date of effectiveness.


          9.2
Corporate Existence. Each Credit Party shall at all times preserve and
maintain its (a) existence and good standing in the jurisdiction of its
organization, and (b) its qualification to do business and good standing in
each jurisdiction where the nature of its business makes such qualification
necessary (other than such jurisdictions in which the failure to be qualified
or in good standing could not reasonably be expected to have a Material Adverse
Effect), and shall at all times continue as a going concern in the business
which such Credit Party is presently conducting.


26






          9.3
Maintain Property. Borrowers shall at all times maintain, preserve and
keep its plants, properties and Equipment, including, but not limited to, any
Collateral, in good repair, working order
and condition, normal wear and tear excepted, and shall from time to time, as
Borrowers deems appropriate in its reasonable judgment, make all needful and
proper repairs, renewals, replacements, and additions thereto so that at all
times the efficiency thereof shall be fully preserved and maintained. At each
Borrower’s expense, such Borrower shall permit the Lender to examine and
inspect such plant, properties and Equipment, including, but not limited to,
any Collateral, at all reasonable times upon reasonable notice during business
hours. During the continuance of any Event of Default, the Lender shall, at
each Borrower’s expense, have the right to make additional inspections without
providing advance notice.


          9.4
Maintain Insurance. Borrowers shall at all times insure and keep insured
with insurance companies acceptable to the Lender, all insurable property owned
by the Borrowers which is of a character usually insured by companies similarly
situated and operating like properties, against loss or damage from
environmental, fire and such other hazards or risks as are customarily insured
against by companies similarly situated and operating like properties; and
shall similarly insure employers’, public and professional liability risks.
Prior to the date of the funding of any Loans under this Agreement, the
Borrowers shall deliver to the Lender a certificate setting forth in summary
form the nature and extent of the insurance maintained pursuant to this
Section. All such policies of insurance must be satisfactory to the Lender in
relation to the amount and term of the Obligations and type and value of the
Collateral and assets of the Borrowers, shall identify the Lender as
sole/lender’s loss payee and as an additional insured. In the event the
Borrowers fail to provide the Lender with evidence of the insurance coverage
required by this Section or at any time hereafter shall fail to obtain or
maintain any of the policies of insurance required above, or to pay any premium
in whole or in part relating thereto, then the Lender, without waiving or
releasing any obligation or default by the Borrowers hereunder, may at any time
(but shall be under no obligation to so act), obtain and maintain such policies
of insurance and pay such premium and take any other action with respect
thereto, which the Lender deems advisable. This insurance coverage (i) may, but
need not, protect such Borrower’s interest in such property, including, but not
limited to the Collateral, and (ii) may not pay any claim made by, or against,
such Borrower in connection with such property, including, but not limited to
the Collateral. Such Borrower may later cancel any such insurance purchased by
the Lender, but only after providing the Lender with evidence that the
insurance coverage required by this Section is in force. The costs of such
insurance obtained by the Lender, through and including the effective date such
insurance coverage is canceled or expires, shall be payable on demand by
Borrowers to the Lender, together with interest at the Default Rate on such
amounts until repaid and any other charges by the Lender in connection with the
placement of such insurance. The costs of such insurance, which may be greater
than the cost of insurance which the Borrowers may be able to obtain on its
own, together with interest thereon at the Default Rate and any other charges
by the Lender in connection with the placement of such insurance may be added
to the total Obligations due and owing to the extent not paid by the Borrowers.



          9.5
Tax Liabilities. 


               (a)
The Borrowers shall at all times pay and discharge all property, income and
other taxes, assessments and governmental charges upon, and all claims
(including claims for labor, materials and supplies) against the Borrowers or
any of its properties, Equipment or Inventory, before the same shall become
delinquent and before penalties accrue thereon, unless and to the extent that the
same are being contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP are being maintained.


27






               (b)
Borrowers shall be solely responsible for the payment of any and all
documentary stamps and other taxes imposed be the State of Florida in
connection with the execution of this Agreement and the Revolving Note.


          9.6
ERISA Liabilities; Employee Plans. Borrowers shall (i) keep in full
force and effect any and all Employee Plans which are presently in existence or
may, from time to time, come into existence under ERISA, and not withdraw from
any such Employee Plans, unless such withdrawal can be effected or such
Employee Plans can be terminated without liability to Borrowers; (ii) make
contributions to all of such Employee Plans in a timely manner and in a
sufficient amount to comply with the standards of ERISA, including the minimum
funding standards of ERISA; (iii) comply with all material requirements of
ERISA which relate to such Employee Plans; (iv) notify the Lender immediately
upon receipt by the Borrowers of any notice concerning the imposition of any
withdrawal liability or of the institution of any proceeding or other action
which may result in the termination of any such Employee Plans or the
appointment of a trustee to administer such Employee Plans; (v) promptly advise
the Lender of the occurrence of any “Reportable Event” or “Prohibited
Transaction” (as such terms are defined in ERISA), with respect to any such
Employee Plans; and (vi) amend any Employee Plan that is intended to be
qualified within the meaning of Section 401 of the Internal Revenue Code of
1986 to the extent necessary to keep the Employee Plan qualified, and to cause
the Employee Plan to be administered and operated in a manner that does not
cause the Employee Plan to lose its qualified status.


          9.7
Financial Statements. Borrowers shall at all times maintain a system of
accounting capable of producing its individual and consolidated financial
statements in compliance with GAAP (provided that monthly financial statements
shall not be required to have footnote disclosure, are subject to normal year
end adjustments and need not be consolidated), and shall furnish to the Lender
or its authorized representatives such information regarding the business
affairs, operations and financial condition of the Borrowers, including, but
not limited to:


               (a)
as soon as available, and in any event, within ninety (90) days after the close
of each fiscal year, a copy of the annual audited financial statements of
Borrowers, including balance sheet, statement of income and retained earnings,
statement of cash flows for the fiscal year then ended, in reasonable detail,
prepared and reviewed by an independent certified public accountant reasonably
acceptable to the Lender, containing an unqualified opinion of such accountant;


               (b)
as soon as available, and in any event, within sixty (60) days after the close
of each fiscal quarter, a copy of the quarterly audited financial statements of
the Borrowers, including balance sheet, statement of income and retained
earnings, statement of cash flows for the fiscal year then ended, in reasonable
detail, prepared and reviewed by an independent certified public accountant
reasonably acceptable to the Lender, containing an unqualified opinion of such
accountant;


               (c)
as soon as available, and in any event, within thirty (30) days following the
end of each month, a copy of the financial statements of the Borrowers
regarding such month, including balance sheet, statement of income and retained
earnings, statement of cash flows for the month then ended, in reasonable
detail, prepared and certified as accurate in all material respects by the
Chief Financial Officer of Borrowers.


28






No change with
respect to such accounting principles shall be made by the Borrowers without
giving prior notification to the Lender. The Borrowers represents and warrants
to the Lender that the financial statements delivered to the Lender at or prior
to the execution and delivery of this Agreement and to be delivered at all
times thereafter accurately reflect and will accurately reflect the financial
condition of the Borrowers in all material respects. The Lender shall have the
right at all times (and on reasonable notice so long as there then does not
exist any Event of Default) during business hours to inspect the books and
records of the Borrowers and make extracts therefrom. The Borrowers shall at
all times comply with all reporting requirements of the Securities Exchange
Commission to the extent applicable.


The Borrowers
agrees to advise the Lender immediately of any material adverse change in the
financial condition, the operations or any other status of Borrowers.


          9.8
Supplemental Financial Statements. The Borrowers shall promptly upon
receipt thereof, provide to the Lender copies of interim and supplemental
reports if any, submitted to the Borrowers by independent accountants in
connection with any interim audit or review of the books of the Borrowers.


          9.9
Aged Accounts/Payables Schedules. The Borrowers shall, within two (2)
business days after the end of each week, deliver to the Lender an aged
schedule of the Accounts of the Borrowers, listing the name and amount due from
each Account Debtor and showing the aggregate amounts due from (a) 0-30 days,
(b) 31-60 days, (c) 61-90 days (d) 91-120 days and (e) more than 120 days, and certified as
accurate by the Chief Financial Officers of the Borrowers and the President of NAS. The Borrowers shall,
within two (2) business days after the end of each week, deliver to the Lender
an aged schedule of the accounts payable of the Borrowers, listing the name and
amount due to each creditor and showing the aggregate amounts due from (a) 0-30
days, (b) 31-60 days, (c) 61-90 days (d) 91-120 days and (e) more than 120 days, and certified
as accurate by the Chief Financial Officers of the Borrowers and the President of NAS.


          9.10
Borrowing Base Certificate. The Borrowers shall, [on the 15th and the
30th of each calendar month], deliver to the Lender a Borrowing Base
Certificate, certified as accurate by the Chief Financial Officers of the
Borrowers and acceptable to the Lender in its reasonable discretion.


          9.11
Covenant Compliance. The Borrowers shall, within thirty (30) days after
the end of each calendar quarter, deliver to the Lender a computation in such
detail as the Lender shall specify, in the form set forth on Schedule 9.11
showing compliance by the Borrowers with the financial covenants set forth in
Section 10 a, and certified as accurate by the Chief Financial Officers of
Borrowers.


          9.12
Initial Field Exam. Within not less than 30 days following the Closing
Date, the Lender and the Borrowers shall have scheduled an initial field
examination of the assets and records of the Borrowers, to be performed at the
Borrowers’ expense, which shall be satisfactory to the Lender in all respects.
The Borrowing Base determined on the Closing Date shall be adjusted in
connection with the results of the Initial Field Exam required under this
Section 9.12.


          9.13
Field Audits. In addition to the Initial Field Exam in Section 9.12
above, The Borrowers shall allow the Lender, at the Borrowers’ sole expense (no
more than once a year so long as no Event of Default has occurred and is continuing),
to conduct an annual field examination of the assets and records of the
Borrowers, the results of which must be 


29






satisfactory
to the Lender in the Lender’s sole and absolute discretion. The foregoing
notwithstanding, from and after the occurrence of an Event of Default or any
event which with notice, lapse of time or both would become an Event of
Default, the Lender may conduct field examinations in its sole discretion and
such costs shall be at the sole expense of the Borrowers. 


          9.14
Other Reports. The Borrowers shall, within such period of time as the
Lender may reasonably specify, deliver to the Lender such other schedules and
reports as the Lender may reasonably require.


          9.15
Collateral Records. The Borrowers shall keep full and accurate books and
records relating to the Collateral and shall mark such books and records to
indicate the Lender’s Lien in the Collateral including, without limitation,
placing a legend, in form and content reasonably acceptable to the Lender, on
all Chattel Paper created by the Borrowers indicating that the Lender has a
Lien in such Chattel Paper.


          9.16
Notice of Proceedings. The Credit Parties shall, promptly, but not more
than five (5) days, after knowledge thereof shall have come to the attention of
any officer of the Credit Parties, give written notice to the Lender of all
threatened or pending actions, suits, and proceedings before any court or
governmental department, commission, board or other administrative agency which
may have a Material Adverse Effect.


          9.17
Notice of Default. The Credit Parties shall, promptly, but not more than
five (5) days, after the commencement thereof, give notice to the Lender in
writing of the occurrence of an Event of Default or of any event which, with
the lapse of time, the giving of notice or both, would constitute an Event of
Default hereunder.


          9.18
Environmental Matters. If any release or threatened release or other
disposal of Hazardous Substances shall occur or shall have occurred on any real
property or any other assets of any of the Borrowers, Borrowers shall cause the
prompt containment and/or removal of such Hazardous Substances and the
remediation and/or operation of such real property or other assets as necessary
to comply with all Environmental Laws and to preserve the value of such real
property or other assets. Without limiting the generality of the foregoing, the
Borrowers shall comply with any Federal or state judicial or administrative
order requiring the performance at any real property of any of the Borrowers of
activities in response to the release or threatened release of a Hazardous
Substance. To the extent that the transportation of Hazardous Substances is
permitted by this Agreement, the Borrowers shall dispose of such Hazardous
Substances, or of any other wastes, only at licensed disposal facilities
operating in compliance with Environmental Laws. 


10. FINANCIAL
COVENANTS. 


          10.1
Total Debt to EBITDA. [The Borrowers], as measured on a trailing four
quarter basis, shall at all times maintain a ratio of (a) Funded Indebtedness
to (b) EBITDA for such period, of not greater than: 




	
 

	
 

	
 

	
 


	
 

	
For the period commencing on the closing date through March 31, 2009

	
 

	
$3,250,000 to -$1,500,000;


	
 


	
 

	
For the period commencing on April 1, 2009 through June 30, 2009

	
 

	
$3,250,000 to -$1,500,000;


	
 


	
 

	
For the period commencing on July 1, 2009 through September 30, 2009


	
 

	
$3,250,000 to -$1,500,000;


	
 


	
 

	
And thereafter to December 31, 2009

	
 

	
$3,250,000 to -$1,500,000;







30







          10.2
Minimum EBITDA. [The Borrowers], as measured on a trailing four quarter
basis, shall at all times during such period maintain a minimum EBITDA of not
less than -$1,500,000.


11. EVENTS OF
DEFAULT.


The Borrowers,
without notice or demand of any kind, shall be in default under this Agreement
upon the occurrence of any of the following events (each an “Event of
Default”):


          11.1
Nonpayment of Obligations. Any amount due and owing on the Revolving
Note or any of the Obligations, whether by its terms or as otherwise provided
herein, is not paid on the date such amount is due.


          11.2
Misrepresentation. Any written warranty, representation, certificate or
statement of the Borrowers in this Agreement, the Loan Documents or any other
agreement with the Lender shall be false in any material respect when made or
deemed made. 


          11.3
Nonperformance. Any failure to perform or default in the performance of
any covenant, condition or agreement contained in this Agreement (not otherwise
addressed in this Article 11) and, if capable of being cured, such failure to
perform or default in performance continues for a period of thirty (30) days
after the Credit Party receives notice or knowledge from any source of such
failure to perform or default in performance, or in the Loan Documents or any
other agreement with the Lender and such failure to perform or default in
performance continues beyond any applicable grace or cure period.


          11.4
Default under Loan Documents. A default by any Credit Party that
continues after applicable grace and cure periods under any covenant, condition
or agreement contained in any of the other Loan Documents, all of which
covenants, conditions and agreements are hereby incorporated in this Agreement
by express reference, shall be and constitute an Event of Default under this
Agreement. 


          11.5
Default under Other Obligations. Any default by any Credit Party in the
payment of principal, interest or any other sum for any other obligation beyond
any period of grace provided with respect thereto or in the performance of any,
other term, condition or covenant contained in any agreement (including, but
not limited to any capital or operating lease or any agreement in connection
with the deferred purchase price of property) under which any such obligation
is created, the effect of which default is to cause or permit the holder of
such obligation (or the other party to such other agreement) to cause such
obligation to become due prior to its stated maturity or terminate such other
agreement.


          11.6
Assignment for Creditors. Any Credit Party makes an assignment for the
benefit of creditors, fails to pay, or admits in writing its inability to pay
its debts as they mature; or if a trustee of any substantial part of the assets
of such Credit Party is applied for or appointed, and in the case of such
trustee being appointed in a proceeding brought against such Credit Party, such
Credit Party, by any action or failure to act indicates its approval of,
consent to, or 


31






acquiescence
in such appointment and such appointment is not vacated, stayed on appeal or
otherwise shall not have ceased to continue in effect within sixty (60) days
after the date of such appointment, and any of the foregoing actions or events
would have a Material Adverse Effect on the ability of such Credit Party to
perform under this Agreement or under any other agreement between the such
Credit Party and the Lender.


          11.7
Bankruptcy. Any proceeding involving a Credit Party, is commenced by or
against a Credit Party under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law or statute of
the federal government or any state government, and in the case of any such
proceeding being instituted against a Credit Party, (i) the Credit Party, by
any action or failure to act indicates its or its approval of, consent to or
acquiescence therein or (ii) an order shall be entered approving the petition
in such proceedings and such order is not vacated, stayed on appeal or
otherwise shall not have ceased to continue in effect within sixty (60) days
after the entry thereof, and any of the foregoing proceedings, actions or
events would have a Material Adverse Effect on the ability of the Credit Party
to perform under this Agreement or under any other agreement between the Credit
Party and the Lender.


          11.8
Judgments. The entry of any judgment, decree, levy, attachment,
garnishment or other process, or the filing of any Lien against the property of
the Credit Party for an amount in excess of $100,000 and which is not fully
covered by insurance and such judgment or other process would have a Material
Adverse Effect on the ability of the Credit Party to perform under this
Agreement or under any other agreement between the Credit Party and the Lender,
unless such judgment or other process shall have been, within sixty (60)
days from the entry thereof, (i) bonded over to the satisfaction of the Lender
and appealed, (ii) vacated or (iii) discharged.


          11.9
Material Adverse Effect. A Material Adverse Effect shall occur.


          11.10
Change in Control. Except as permitted under this Agreement, any sale,
conveyance, assignment or other transfer, directly or indirectly, of any
ownership interest of the Borrowers, which results in any change in the
identity of the individuals or entities previously in control of the Borrowers
or the grant of a security interest in any ownership interest of any Person,
directly or indirectly controlling the Borrowers, which could result in a
change in the identity of the individuals or entities previously in control of
the Borrowers; provided, however, none of the foregoing shall constitute an
Event of Default if: (a) arising out of an event or circumstance beyond the
reasonable control of the Borrowers (for example, but not by way of limitation,
a transfer of ownership interest due to death or incapacity), and (b) within
sixty (60) days after such transfer, the Borrowers provide the Lender with
information concerning the identity and qualifications of the individual or
individuals who will be in control, to the Lender’s sole satisfaction. For the
purpose hereof, the terms “control” or “controlling” shall mean the possession
of the power to direct, or cause the direction of, the management and policies
of such Person by contract or voting of securities.


          11.11
Collateral Impairment. The entry of any judgment, decree, levy,
attachment, garnishment or other process, or the filing of any Lien against,
any of the Collateral or any collateral under a separate security agreement
securing any of the Obligations and such judgment or other process shall not
have been, within thirty (30) days from the entry thereof, (i) bonded over to
the satisfaction of the Lender and appealed, (ii) vacated or (iii) discharged,
or the loss, theft, destruction, seizure or forfeiture, or the occurrence of
any material deterioration or impairment of any of the Collateral or any of the
Collateral under any security agreement securing any of the Obligations, or any
material decline or depreciation in the value or market 


32






price thereof
(whether actual or reasonably anticipated), which causes the Collateral, in the
sole opinion of the Lender acting in good faith, to become unsatisfactory as to
value or character, or which causes the Lender to reasonably believe that it is
insecure and that the likelihood for repayment of the Obligations is or will
soon be impaired, time being of the essence. The cause of such deterioration,
impairment, decline or depreciation shall include, but is not limited to, the
failure by the Borrowers to do any act deemed reasonably necessary by the
Lender to preserve and maintain the value and collectability of the Collateral.


12. REMEDIES.


Upon the
occurrence and during the continuance of an Event of Default, the Lender shall
have all rights, powers and remedies set forth in the Loan Documents, in any
written agreement or instrument (other than this Agreement or the Loan
Documents) relating to any of the Obligations or any security therefor, or as
otherwise provided at law or in equity. Without limiting the generality of the
foregoing, the Lender may, at its option upon the occurrence and during the
continuance of an Event of Default, declare its commitments to the Borrowers to
be terminated and all Obligations to be immediately due and payable; provided,
however, that upon the occurrence of an Event of Default under either Section
11.6, “Assignment for Creditors”, or Section 11.7, “Bankruptcy”, all
commitments of the Lender to the Borrowers shall immediately terminate and all
Obligations shall be automatically due and payable, all without demand, notice
or further action of any kind required on the part of the Lender. The Credit
Parties hereby waive any and all presentment, demand, notice of dishonor,
protest, and all other notices and demands in connection with the enforcement
of Lender’s rights under the Loan Documents, and hereby consent to, and waive
notice of release, with or without consideration, of the Credit Parties or of
any Collateral, notwithstanding anything contained herein or in the Loan
Documents to the contrary.


No Event of
Default shall be waived by the Lender except in writing. No failure or delay on
the part of the Lender, in exercising any right, power or remedy hereunder shall
operate as a waiver of the exercise of the same or any other right at any other
time; nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. There shall be no obligation on the
part of the Lender to exercise any remedy available to the Lender in any order.
The remedies provided for herein are cumulative and not exclusive of any
remedies provided at law or in equity. Each Credit Party agrees that in the
event that a Credit Party fails to perform, observe or discharge any of its
Obligations or liabilities under this Agreement or any other agreements with
the Lender, no remedy of law will provide adequate relief to the Lender, and
further agrees that the Lender shall be entitled to temporary and permanent
injunctive relief in any such case without the necessity of proving actual
damages.


13. CROSS
GUARANTY.


          13.1
Cross Guaranty. Each Credit Party hereby agrees that such Credit Party
is jointly and severally liable for, and hereby absolutely and unconditionally
guarantees to Lender and its successors and assigns, the full and prompt
payment (whether at stated maturity, by acceleration or otherwise) and
performance of, all Obligations owed or hereafter owing to Lender by each other
Credit Party. Each Credit Party agrees that its guaranty obligation hereunder
is a continuing guaranty of payment and performance and not of collection, that
its obligations under this Section 13 shall not be discharged until
payment and performance, in full, of the Obligations has occurred, and that its
obligations under this Section 13 shall be absolute and unconditional,
irrespective of, and unaffected by: 


33






               (a)
the genuineness, validity, regularity, enforceability or any future amendment
of, or change in, this Agreement, any other Loan Document or any other
agreement, document or instrument to which any Borrower is or may become a
party;


               (b)
the absence of any action to enforce this Agreement (including this Section
13) or any other Loan Document or the waiver or consent by Lender with
respect to any of the provisions thereof;


               (c)
the existence, value or condition of, or failure to perfect its Lien against,
any security for the Obligations or any action, or the absence of any action,
by Agent and Lenders in respect thereof (including the release of any such
security); 


               (d)
the insolvency of any Credit Party; or


               (e)
any other action or circumstances that might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor.


          Each
Credit Party shall be regarded, and shall be in the same position, as principal
debtor with respect to the Obligations guaranteed hereunder.


          13.2
Waiver By Borrowers. Each Borrower expressly waives all rights it may
have now or in the future under any statute, or at common law, or at law or in
equity, or otherwise, to compel Lender to marshall assets or to proceed in
respect of the Obligations guaranteed hereunder against any other Credit Party,
any other party or against any security for the payment and performance of the
Obligations before proceeding against, or as a condition to proceeding against,
such Borrower. It is agreed among each Borrower and Lender that the foregoing
waivers are of the essence of the transaction contemplated by this Agreement
and the other Loan Documents and that, but for the provisions of this Section
13 and such waivers, Lender would decline to enter into this Agreement.


          13.3
Benefit of Guaranty. Each Borrower agrees that the provisions of this Section
13 are for the benefit of Lender and its successors, transferees, endorsees
and assigns, and nothing herein contained shall impair, as between Borrower and
Lender, the obligations of each Borrower under the Loan Documents.


          13.4
Subordination of Subrogation. Notwithstanding anything to the contrary
in this Agreement or in any other Loan Document, and except as set forth in Section
2.1(e) and Section 13.7, each Borrower hereby expressly and
irrevocably subordinates to payment of the Obligations any and all rights at
law or in equity to subrogation, reimbursement, exoneration, contribution,
indemnification or set off and any and all defenses available to a surety,
guarantor or accommodation co-obligor until the Obligations are indefeasibly
paid in full in cash. Each Borrower acknowledges and agrees that this
subordination is intended to benefit Lender and shall not limit or otherwise
affect such Borrower’s liability hereunder or the enforceability of this Section 13,
and that Lender and its respective successors and assigns are intended third
party beneficiaries of the waivers and agreements set forth in this Section
13.4.




34






          13.5
Election of Remedies. If Lender may, under applicable law, proceed to
realize its benefits under any of the Loan Documents giving Lender a Lien upon
any Collateral, whether  owned by any
Borrower or by any other Person, either by judicial foreclosure or by
non-judicial sale or enforcement, Lender may, at its sole option, determine
which of its remedies or rights it may pursue without affecting any of its
rights and remedies under this Section 13. If, in the exercise of any of
its rights and remedies, Lender shall forfeit any of its rights or remedies,
including its right to enter a deficiency judgment against any Borrower or any
other Person, whether because of any applicable laws pertaining to “election of
remedies” or the like, each Borrower hereby consents to such action by Lender
and waives any claim based upon such action, even if such action by Lender
shall result in a full or partial loss of any rights of subrogation that each
Borrower might otherwise have had but for such action by Lender. Any election
of remedies that results in the denial or impairment of the right of Lender to
seek a deficiency judgment against any Borrower shall not impair any other
Borrower’s obligation to pay the full amount of the Obligations. In the event
Lender shall bid at any foreclosure or trustee’s sale or at any private sale
permitted by law or the Loan Documents, Lender may bid all or less than the
amount of the Obligations and the amount of such bid need not be paid by Lender
but shall be credited against the Obligations. The amount of the successful bid
at any such sale, whether Lender or any other party is the successful bidder,
shall be conclusively deemed to be the fair market value of the Collateral and
the difference between such bid amount and the remaining balance of the
Obligations shall be conclusively deemed to be the amount of the Obligations
guaranteed under this Section 13, notwithstanding that any present or
future law or court decision or ruling may have the effect of reducing the amount
of any deficiency claim to which Lender might otherwise be entitled but for
such bidding at any such sale.


          13.6
Limitation. Notwithstanding any provision herein contained to the
contrary, each Borrower’s liability under this Section 13 (which
liability is in any event in addition to amounts for which such Borrower is
primarily liable under Section 2) shall be limited to an amount not to
exceed as of any date of determination the greater of:


               (a)
the net amount of all Loans advanced to any other Borrower under this Agreement
and then re-loaned or otherwise transferred to, or for the benefit of, such
Borrower; and


               (b)
the amount that could be claimed by Lenders from such Borrower under this Section
13 without rendering such claim voidable or avoidable under [Section 548 of
Chapter 11 of the Bankruptcy Code] or under any applicable state Uniform
Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute
or common law after taking into account, among other things, such Borrower’s
right of contribution and indemnification from each other Borrower under Section
13.7.


          13.7
Contribution with Respect to Guaranty Obligations.


               (a)
To the extent that any Borrower shall make a payment under this Section 13
of all or any of the Obligations (other than Loans made to that Borrower for
which it is primarily liable) (a “Guarantor Payment”) that, taking into account
all other Guarantor Payments then previously or concurrently made by any other
Credit Party, exceeds the amount that such Borrower would otherwise have paid
if each Borrower had paid the aggregate Obligations satisfied by such Guarantor
Payment in the same proportion that such Credit Party’s “Allocable Amount” (as
defined below) (as determined immediately prior to such Guarantor Payment) bore
to the aggregate Allocable Amounts of each of the Credit Parties as determined
immediately prior to the making of such Guarantor Payment, then, following
indefeasible payment in full in cash of the Obligations and termination of
the Commitments, such Credit Party shall be entitled to receive contribution
and indemnification payments from, and be reimbursed by, each other Credit
Party for the amount of such excess, pro rata based upon their respective
Allocable Amounts in effect immediately prior to such Guarantor Payment.


35








               (b)
As of any date of determination, the “Allocable Amount” of any Credit Party
shall be equal to the maximum amount of the claim that could then be recovered
from such Credit Party under this Section 13 without rendering such
claim voidable or avoidable under [Section 548 of Chapter 11 of the Bankruptcy
Code] or under any applicable state Uniform Fraudulent Transfer Act, Uniform
Fraudulent Conveyance Act or similar statute or common law.


               (c)
This Section 13.7 is intended only to define the relative rights of
Borrowers and nothing set forth in this Section 13.7 is intended to or
shall impair the obligations of Borrowers, jointly and severally, to pay any
amounts as and when the same shall become due and payable in accordance with
the terms of this Agreement, including Section 13.1. Nothing contained
in this Section 13.7 shall limit the liability of any that Borrower to
pay the Loans made directly or indirectly to such Borrower and accrued
interest, Fees and expenses with respect thereto for which Borrower shall be
primarily liable.


               (d)
The parties hereto acknowledge that the rights of contribution and
indemnification hereunder shall constitute assets of the Borrowers to which
such contribution and indemnification is owing.


               (e)
The rights of the indemnifying Borrowers against other Credit Parties under
this Section 13.7 shall be exercisable upon the full and indefeasible
payment of the Obligations and the termination of the Commitments.


          13.8
Liability Cumulative. The liability of Borrowers under this Section
13 is in addition to and shall be cumulative with all liabilities of each
Borrower to Lender under this Agreement and the other Loan Documents to which
such Borrower is a party or in respect of any Obligations or obligation of the
other Borrowers, without any limitation as to amount, unless the instrument or
agreement evidencing or creating such other liability specifically provides to
the contrary.


14.
MISCELLANEOUS.


          14.1
Obligations Absolute. None of the following shall affect the Obligations
of the Borrowers to the Lender under this Agreement or the Lender’s rights with
respect to the Collateral:


               (a)
acceptance or retention by the Lender of other property or any interest in
property as security for the Obligations;


               (b)
release by the Lender of all or any part of the Collateral or of any party
liable with respect to the Obligations (other than Borrowers);


               (c)
release, extension, renewal, modification or substitution by the Lender of the
Revolving Note, or any note evidencing any of the Obligations; or


               (d)
failure of the Lender to resort to any other security or to pursue the
Borrowers or any other obligor liable for any of the Obligations before
resorting to remedies against the Collateral.



36






          14.2
Entire Agreement. This Agreement (i) is valid, binding and enforceable
against the Credit Parties and the Lender in accordance with its provisions and
no conditions exist as to its legal effectiveness; (ii) constitutes the entire
agreement between the parties; and (iii) is the final expression of the
intentions of the Credit Parties and the Lender. No promises, either expressed
or implied, exist between the Credit Parties and the Lender, unless contained
herein or in the Loan Documents. This Agreement supersedes all negotiations,
representations, warranties, commitments, offers, contracts (of any kind or
nature, whether oral or written) prior to or contemporaneous with the execution
hereof.


          14.3
Amendments; Waivers. No amendment, modification, termination, discharge
or waiver of any provision of this Agreement or of the Loan Documents, or
consent to any departure by the Borrowers therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Lender, and
then such waiver or consent shall be effective only for the specific purpose
for which given.


          14.4
WAIVER OF DEFENSES. THE CREDIT PARTIES WAIVE EVERY PRESENT AND FUTURE
DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH THE CREDIT PARTIES MAY
HAVE AS THE DATE HEREOF TO ANY ACTION BY THE LENDER IN ENFORCING THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS. THE CREDIT PARTIES WAIVE ANY IMPLIED COVENANT OF
GOOD FAITHAND RATIFIES AND CONFIRMS WHATEVER THE LENDER MAY DO PURSUANT TO THE
TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS OF THE DATE OF THIS
AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER GRANTING ANY
FINANCIAL ACCOMMODATION TO THE BORROWERS.


          14.5
WAIVER OF JURY TRIAL. THE LENDER AND THE CREDIT PARTIES, AFTER
CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES IRREVOCABLY, THE RIGHT TO TRIAL
BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE REVOLVING NOTE OR ANY OF THE
OTHER OBLIGATIONS, THE COLLATERAL, OR ANY OTHER AGREEMENT EXECUTED OR
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE
OF CONDUCT OR COURSE OF DEALING IN WHICH THE LENDER AND THE BORROWERS ARE
ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER GRANTING
ANY FINANCIAL ACCOMMODATION TO THE BORROWERS.


          14.6
LITIGATION. TO INDUCE THE LENDER TO MAKE THE LOANS, THE BORROWERS
IRREVOCABLY AGREES THAT ALL ACTIONS ARISING, DIRECTLY OR INDIRECTLY, AS A
RESULT OR CONSEQUENCE OF THIS AGREEMENT, THE REVOLVING NOTE, ANY OTHER
AGREEMENT WITH THE LENDER OR THE COLLATERAL, SHALL BE INSTITUTED AND LITIGATED
ONLY IN COURTS HAVING THEIR SITUS IN THE CITY OF MIAMI, FLORIDA PROVIDED THAT
NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING
SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. THE BORROWERS
HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL
COURT HAVING ITS SITUS IN SAID CITY, AND WAIVES ANY OBJECTION BASED ON FORUM
NON 


37






CONVENIENS.
THE BORROWERS HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND CONSENT
THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, DIRECTED TO THE BORROWERS AS SET FORTH HEREIN IN THE MANNER PROVIDED
BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.


          14.7
Assignability. The Lender may at any time assign the Lender’s rights in
this Agreement, the Revolving Note, the Obligations, or any part thereof and
transfer the Lender’s rights in any or all of the Collateral, and the Lender
thereafter shall be relieved from all liability with respect to such
Collateral; provided, that prior to the occurrence of an Event of
Default any such assignment shall require the consent of Borrowers, which
consent shall not be unreasonably withheld. In addition, the Lender may at any
time sell one or more participations in the Loans. The Borrowers may not sell
or assign this Agreement, or any other agreement with the Lender or any portion
thereof, either voluntarily or by operation of law, without the prior written
consent of the Lender. This Agreement shall be binding upon the Lender and the
Borrowers and their respective legal representatives and successors. All
references herein to the Borrowers shall be deemed to include any successors,
whether immediate or remote. In the case of a joint venture or partnership, the
term “Borrowers” shall be deemed to include all joint venturers or partners
thereof, who shall be jointly and severally liable hereunder.


          14.8
Confidentiality. The Borrowers and the Lender hereby agree and
acknowledge that any and all information relating to the Borrowers which is (i)
furnished by the Borrowers to the Lender (or to any Affiliate of the Lender),
and (ii) non-public, confidential or proprietary in nature, shall be kept
confidential by the Lender or such Affiliate in accordance with applicable law
and Lender’s regular procedures; provided, however, that such
information and other credit information relating to the Borrowers may be
distributed by the Lender or such Affiliate to the Lender’s or such Affiliate’s
directors, officers, employees, attorneys, affiliates, auditors and regulators,
and upon the order of a court or other governmental agency having jurisdiction
over the Lender or such Affiliate, to any other party. If ordered by a court or
other governmental agency to furnish or disclose otherwise confidential
information about the Borrowers, the Lender shall, to the extent not prohibited
by applicable law or such order, promptly notify the Borrowers so that they may
have the opportunity to take such action as they deem warranted to challenge
such order. The Borrowers and the Lender further agree that this provision
shall survive the termination of this Agreement.


          14.9
Binding Effect. This Agreement shall become effective upon execution by
the Borrowers and the Lender. 


          14.10
Governing Law. This Agreement, the Loan Documents and the Revolving Note
shall be delivered and accepted in and shall be deemed to be contracts made
under and governed by the internal laws of the State of Florida (but giving
effect to federal laws applicable to national banks), and for all purposes
shall be construed in accordance with the laws of such State, without giving
effect to the choice of law provisions of such State.


          14.11
Enforceability. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by,
unenforceable or invalid under any jurisdiction, such provision shall as to
such jurisdiction, be severable and be ineffective to the extent of such
prohibition or invalidity, without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction.


38






          14.12
Survival of Borrowers’ Representations. All covenants, agreements,
representations and warranties made by the Borrowers herein shall,
notwithstanding any investigation by the Lender, be deemed material and relied
upon by the Lender and shall survive the making and execution of this Agreement
and the Loan Documents and the issuance of the Revolving Note, and shall be
deemed to be continuing representations and warranties until such time as the
Borrowers have fulfilled all of their Obligations to the Lender, and the Lender
has been paid in full. The Lender, in extending financial accommodations to the
Borrowers, is expressly acting and relying on the aforesaid representations and
warranties.


          14.13
Extensions of Lender’s Commitment and the Revolving Note. This Agreement
shall secure and govern the terms of any extensions or renewals of the Lender’s
commitment hereunder and the Revolving Note pursuant to the execution of any
modification, extension or renewal note executed by the Borrowers and accepted
by the Lender in its sole and absolute discretion in substitution for the
Revolving Note.


          14.14
Time of Essence. Time is of the essence in making payments of all
amounts due the Lender under this Agreement and in the performance and
observance by the Borrowers of each covenant, agreement, provision and term of
this Agreement.


          14.15
Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.


          14.16
Facsimile Signatures. The Lender is hereby authorized to rely upon and
accept as an original any Loan Documents or other communication which is sent
to the Lender by facsimile, telegraphic or other electronic transmission (each,
a “Communication”) which the Lender in good faith believes has been signed by
the Borrowers and has been delivered to the Lender by a properly authorized
representative of the Borrowers, whether or not that is in fact the case.
Notwithstanding the foregoing, the Lender shall not be obligated to accept any
such Communication as an original and may in any instance require that an
original document be submitted to the Lender in lieu of, or in addition to, any
such Communication.


          14.17
Notices. Except as otherwise provided herein, the Borrowers waive all
notices and demands in connection with the enforcement of the Lender’s rights
hereunder. All notices, requests, demands and other communications provided for
hereunder shall be in writing, sent by certified or registered mail, postage prepaid,
by facsimile, telegram or delivered in person, and addressed as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
If to the
  Borrowers:

	
 

	
 

	
 


	
 

	
 

	
National Automation Services, Inc. 


	
 

	
 

	
 

	
2053 Pabco Road 


	
 

	
 

	
 

	
Henderson, NV 89011 


	
 

	
 

	
 

	
Attention: Robert Chance 


	
 

	
 

	
 

	
(Fax)  


	
 

	
 

	
 

	
 


	
 

	
With a copy
  to:

	
 

	
 


	
 

	
 

	
 

	
Richardson
  & Patel, LLP






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
10900
  Wilshire Blvd., Suite 500


	
 

	
 

	
 

	
Los Angeles,
  CA 90024


	
 

	
 

	
 

	
Attention:
  Peter Hogan, Esq.


	
 

	
 

	
 

	
(Fax)
  310-208-1154


	
 

	
If to the
  Lender:

	
 

	
 

	
Trafalgar
  Specialized Investment Fund, FIS





39









	
 

	
 

	
 

	
 


	
8-10 Rue
  Mathias Hardt

	
 

	
 

	
 


	
BP 3023

	
 

	
 

	
 


	
L-1030
  Luxembourg

	
 

	
 

	
 


	
Attention:
  Andrew Garai, Chairman of the Board of 

  Trafalgar Capital Sarl, General Partner


	
Facsimile:

	
011-44-207-405-0161
  and

	
 

	
 

	
 


	
 

	
001-786-323-1651

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
With a copy
  to:

	
 

	
 

	
Quarles
  & Brady LLP


	
 

	
 

	
 

	
 

	
500 West
  Madison, Suite 3700


	
 

	
 

	
 

	
 

	
Chicago,
  Illinois 60611


	
 

	
 

	
 

	
 

	
Attention:
  Amy Gulinson, Esq.


	
 

	
 

	
 

	
 

	
Facsimile
  No.: (312) 715-5057


	
 

	
 

	
 

	
 

	
 





or, as to each
party, at such other address as shall be designated by such party in a written
notice to each other party complying as to delivery with the terms of this
subsection. No notice to or demand on the Borrowers in any case shall entitle
the Borrowers to any other or further notice or demand in similar or other
circumstances.


          14.18
Indemnification. 


               (a)
The Borrowers agree to defend, protect, indemnify and hold harmless the Lender
and all of its officers, directors, employees and agents (including, without
limitation, those retained in connection with the transactions contemplated by
this Agreement) (each, a “Lender Indemnitee” and collectively, the “Lender
Indemnitees”) from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, expenses and
distributions of any kind or nature (including, without limitation, the
disbursements and the reasonable fees of counsel for each Lender Indemnitee
thereto, which shall also include, without limitation, attorneys’ fees and time
charges of attorneys who may be employees of the Lender, any parent corporation
or affiliated corporation of the Lender), which may be imposed on, incurred by,
or asserted against, any Lender Indemnitee (whether direct, indirect or
consequential and whether based on any federal, state or local laws or
regulations, including, without limitation, securities, Environmental Laws and
commercial laws and regulations, under common law or in equity, or based on
contract or otherwise) in any manner relating to or arising out of this
Agreement or any of the Loan Documents, or any act, event or transaction
related or attendant thereto, the preparation, execution and delivery of this
Agreement and the Loan Documents, including, but not limited to, the making or
issuance and management of the Loans, the use or intended use of the proceeds
of the Loans, the enforcement of the Lender’s rights and remedies under this
Agreement, the Loan Documents, the Revolving Note, any other instruments and
documents delivered hereunder, or under any other agreement between the
Borrowers and the Lender; provided, however, that the Borrowers shall
not have any obligations hereunder to any Lender Indemnitee with respect to
matters caused by or resulting from the willful misconduct or gross negligence
of such Lender 


40






Indemnitee. To
the extent that the undertaking to indemnify set forth in the preceding
sentence may be unenforceable because it violates any law or public policy, the
Borrowers shall satisfy such undertaking to the maximum extent permitted by
applicable law. Any liability, obligation, loss, damage, penalty, cost or
expense covered by this indemnity shall be paid to each Lender Indemnitee on
demand, and, failing prompt payment, shall, together with interest thereon at
the Default Rate from the date incurred by each Lender Indemnitee until paid by
the Borrowers, be added to the Obligations of the Borrowers and be secured by
the Collateral. The provisions of this Section shall survive the satisfaction
and payment of the other Obligations and the termination of this Agreement for
a period of two (2) years.


               (b)
The Lender agrees to defend, protect, indemnify and hold harmless the Credit
Parties, and all of their officers, directors, employees and agents (including,
without limitation, those retained in connection with the transactions
contemplated by this Agreement) (each, a “Credit Party Indemnitee” and
collectively, the “Credit Party Indemnitees”) from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs, expenses and distributions of any kind or nature
(including, without limitation, the disbursements and the reasonable fees of
counsel for each Credit Party Indemnitee thereto, which shall also include,
without limitation, attorneys’ fees and time charges of attorneys who may be
employees of the Credit Parties, any parent corporation or affiliated
corporation of the Credit Parties), which may be imposed on, incurred by, or
asserted against, any Credit Party Indemnitee (whether direct, indirect or
consequential and whether based on any federal, state or local laws or
regulations, including, without limitation, securities, Environmental Laws and
commercial laws and regulations, under common law or in equity, or based on
contract or otherwise) in any manner relating to or arising out of this
Agreement or any of the Loan Documents, or any act, event or transaction
related or attendant thereto, the preparation, execution and delivery of this
Agreement and the Loan Documents, including, but not limited to, the making or
issuance and management of the Loans, the use or intended use of the proceeds
of the Loans, the enforcement of each Credit Party’s rights and remedies under
this Agreement, the Loan Documents, the Revolving Note, any other instruments
and documents delivered hereunder, or under any other agreement between the
Borrowers and the Lender; provided, however, that the Lender shall not
have any obligations hereunder to any Credit Party Indemnitee with respect to
matters caused by or resulting from the willful misconduct or gross negligence
of such Credit Party Indemnitee. To the extent that the undertaking to
indemnify set forth in the preceding sentence may be unenforceable because it
violates any law or public policy, the Lender shall satisfy such undertaking to
the maximum extent permitted by applicable law. Any liability, obligation,
loss, damage, penalty, cost or expense covered by this indemnity shall be paid
to each Credit Party Indemnitee on demand. The provisions of this Section shall
survive the satisfaction and payment of the other Obligations and the
termination of this Agreement for a period of two (2) years. 


          14.19
Interpretation. If any provision in this Agreement requires judicial or
similar interpretation, the judicial or other such body interpreting or
construing such provision shall not apply the assumption that the terms hereof
shall be more strictly construed against one party because of the rule that an
instrument must be construed more strictly against the party which itself or
through its agents prepared the same. The parties hereby agree that all parties
and their agents have participated in the preparation hereof equally.


          14.20
Compliance with Federal Law. The Credit Parties shall (a) ensure that no
person who owns a controlling interest in or otherwise controls a Credit Party
is or shall be listed on the Specially Designated Nationals and Blocked Person
List or other similar lists maintained by the Office of Foreign Assets Control
(“OFAC”), the Department of the Treasury or included in any 


41






Executive
Orders, (b) not use or permit the use of the proceeds of the Loans to violate
any of the foreign asset control regulations of OFAC or any enabling statute or
Executive Order relating thereto, and (c) comply, and cause each of such Credit
Party’s Subsidiaries to comply, with all applicable Lender Secrecy Act (“BSA”)
laws and regulations, as amended. As required by federal law and Lender’s
policies and practices, Lender may need to obtain, verify and record certain
customer identification information and documentation in connection with
opening or maintaining accounts or establishing or continuing to provide
services.


[Remainder of page left blank, signature page
follows.]


42






          IN
WITNESS WHEREOF, the Borrowers, Guarantors and the Lender have executed this
Credit Agreement as of the date first above written.


	
 

	
 

	
 


	
 

	
BORROWERS,
  CREDIT PARTIES AND GUARANTORS:


	
 

	
 


	
 

	
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


	
 

	
 

	
 


	
 

	
CREDIT PARTY
  AND GUARANTOR:


	
 

	
 


	
 

	
ROBERT W. CHANCE


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
Robert W.
  Chance


	
 

	
Title:

	
An
  Individual


	
 

	
 

	
 


	
 

	
LENDER:


	
 

	
 


	
 

	
TRAFALGAR CAPITAL SPECIALIZED INVESTMENT
  FUND, FIS


	
 

	
 


	
 

	
By:

	
Trafalgar
  Capital Sarl


	
 

	
Its:

	
General
  Partner


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
Andrew Garai


	
 

	
Title:

	
Chairman of
  the Board










INDEX OF EXHIBITS


	
 

	
 


	
Exhibit A

	
Covenant
  Compliance Certificate


	
Exhibit B

	
Form of
  Revolving Note


	
Exhibit C

	
Form of
  Security Agreement


	
Exhibit D

	
Form of
  Pledge Agreement


	
Exhibit E

	
Form of
  Entity Guaranty


	
Exhibit F

	
Form of
  Personal Guaranty





INDEX OF SCHEDULES


	
 

	
 


	
Schedule 1.1

	
Permitted
  Liens


	
Schedule 7.7

	
Financial
  Statements


	
Schedule
  7.16 

	
Bank
  Accounts and Deposit Accounts


	
Schedule
  7.17

	
Places of
  Business


	
Schedule 8.1

	
Funded
  Indebtedness


	
Schedule 8.3

	
Existing
  Investments


	
Schedule
  8.10

	
Transactions
  with Affiliates


	
Schedule
  9.11

	
Covenant
  Compliance










Exhibit
A


Covenant
Compliance Certificate






Exhibit
B


Form
of Revolving Note






Exhibit
C


Form
of Security Agreement






Exhibit
D


Form
of Pledge Agreement






Exhibit
E


Form
of Entity Guaranty






Exhibit
F


Form
of Personal Guaranty






Schedule
1.1


Permitted
Liens






Schedule
7.7


Financial
Statements






Schedule
7.16


Bank
Accounts and Deposit Accounts






Schedule
7.17


Places
of Business






Schedule
8.1


Funded
Indebtedness






Schedule
8.3


Existing
Investments






Schedule
8.10


Transactions
with Affiliates






Schedule
9.11


Covenant Compliance