Environmental Law or for Discharge or injury to the environment or threat to public health, personal injury (includingsickness, disease or death), property damage, natural resources damage, or otherwise alleging liability or responsibility for damages (punitive or otherwise), cleanup, removal, remedial or response costs, restitution, civil or criminal penalties,injunctive relief, or other type of relief, resulting from or based upon (a) the presence, placement, discharge, emission or release (including intentional and unintentional, negligent and non-negligent, sudden or non-sudden, accidental ornon-accidental placement, spills, leaks, Discharges, emissions or releases) of any Hazardous Material at, in, or from property, whether or not owned by the Borrower, or (b) any other circumstances forming the basis of any violation, or allegedviolation, of any Environmental Law.  1.1.9**  “EnvironmentalLaws”****:**    shall mean all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, requests, licenses,authorizations and permits of, and agreements with, any governmental authorities, in each case relating to environmental, health, safety and land use matters; including the Comprehensive Environmental Response, Compensation and Liability Act of 1980(“CERCLA”), the Clean Air Act, the Federal Water Pollution Control Act of 1972, the Solid Waste Disposal Act, the Federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Emergency Planning and CommunityRight-to-Know Act, the California Hazardous Waste Control Law, the California Solid Waste Management, Resource, Recovery and Recycling Act, the California Water Code and the California Health and Safety Code.  1.1.10**  “Environmental Permits”****:**    shall have the meaning providedin Section 5.11 hereof.  1.1.11**  “Equipment”:**    shall mean equipment as defined in the California Uniform Commercial Code.  1.1.12**  “ERISA”:**    shall mean the Employee Retirement Income Security Act of 1974, as amended from time totime, including (unless the context otherwise requires) any rules or regulations promulgated thereunder.  1.1.13**  “Event of Default”****:**    shall have the meaning set forth in Section 7.  1.1.14**  “Expiration Date”****:    **shall mean May 1, 2003, or the date of termination of the Bank’scommitment to lend under this Agreement pursuant to Section 8, whichever shall occur first.  1.1.15**  “Extension of Credit”****:**    shall mean the Bank’s issuance of a Letter of Credit, or making an Advance.  1.1.16**  “Hazardous Materials”****:**    shall mean all those substances which are regulated by, or which mayform the basis of liability under, any Environmental Law, including all substances identified under any Environmental Law as a pollutant, contaminant, hazardous waste, hazardous constituent, special waste, hazardous substance, hazardous material, ortoxic substance, or petroleum or petroleum derived substance or waste.  1.1.17**  “Indebtedness”****:**    shall mean, with respect to the Borrower, (i) all indebtedness for borrowed money or for the deferred purchase price of property or services in respectof which the Borrower is liable, contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which the Borrower otherwise assures a creditor against loss and (ii) obligations under leases which shall have been or should be, inaccordance with generally accepted accounting principles, reported as capital leases in respect of which the Borrower is liable, contingently or otherwise, or in respect of which the Borrower otherwise assures a creditor against loss. 2 
 1.1.18**  “Inventory”****:**    shall mean the inventory described in Section 3.  1.1.19**  “Letter of Credit”****:**    shall mean a letter of credit issued by Bank pursuant to Section 2.  1.1.20**  “Letter of Credit Obligations”****:**    shall mean, at any time,the aggregate obligations of the Borrower then outstanding, or which may thereafter arise in respect of Letters of Credit then issued by Bank, to reimburse the amount paid by the Bank with respect to a past, present or future Drawing under Lettersof Credit.  1.1.21**  “Liquid Assets”:**    shall meanall of the Borrower’s cash and cash equivalents, including but not limited to certificates of deposit, money market funds, government bond funds and commercial paper rated A1/P1.  1.1.22**  “Loan Document”****:**    means this Agreement, each Schedule and Exhibit hereto, the Guarantee(s)and the Subordination Agreement(s) if any, and the other security agreements, financing statements and other agreements between the Borrower and the Bank relating to the Obligations.  1.1.23**  “LIBOR Advance”****:**    shall have the respective meaning as it is defined for each facility underSection 2, hereof.  1.1.24**  “LIBOR InterestPeriod”****:**    shall have the respective meaning as it is defined for each facility under Section 2, hereof.  1.1.25**  “LIBOR Rate”****:**    shall have the respective meaning as it is defined for each facility under Section 2, hereof.  1.1.26**  “Obligations”****:**    shall mean all amounts owing by theBorrower to the Bank pursuant to this Agreement including, but not limited to, the amount of all outstanding Shipside Bonds and the Letter of Credit Obligations.  1.1.27**  “Ordinary Course of Business”****:**    shall mean, with respect to any transaction involving theBorrower or any of its subsidiaries or affiliates, the ordinary course of the Borrower’s business, as conducted by the Borrower in accordance with past practice and undertaken by the Borrower in good faith and not for the purpose of evading anycovenant or restriction in this Agreement or in any other document, instrument or agreement executed in connection herewith.  1.1.28**  “Permitted Liens”****:**    shall mean: (i) liens and security interests securing indebtedness owed by the Borrower to the Bank; (ii) liens fortaxes, assessments or similar charges not yet due; (iii) liens of materialmen, mechanics, warehousemen, or carriers or other like liens arising in the Ordinary Course of Business and securing obligations which are not yet delinquent; (iv) purchasemoney liens or purchase money security interests upon or in any property acquired or held by the Borrower in the Ordinary Course of Business to secure Indebtedness outstanding on the date hereof or permitted to be incurred herein; (v) liens andsecurity interests which, as of the date hereof, have been disclosed to and approved by the Bank in writing; and (vi) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respectto the net value of the Borrower’s assets.  1.1.29**  “ReferenceRate”****:**    shall mean an index for a variable interest rate which is quoted, published or announced by Bank as its reference rate and as to which loans may be made by Bank at, above or below such rate.3 
 1.1.30**  “ShipsideBond”****:**    means an undertaking addressed to a carrier indemnifying the carrier against losses that might be incurred by virtue of the carrier’s delivery of goods to the Borrower without receipt of a documentof title and includes an air release.  1.1.31**  “SightCredit”****:**    means a Letter of Credit, the terms of which require the Bank to make payment upon presentation of conforming documents.  1.1.32**  “Standby Credit”****:**    means a Letter of Credit designed to be payable in the event of defaultor other nonperformance by party obligated to the beneficiary, such event to be evidenced by the presentation of documents.  1.1.33**  “Subordinated Debt”****:**    shall mean such liabilities of the Borrower which have been subordinated to those owed to the Bank in a manneracceptable to the Bank.  1.1.34**  “TradeAdvance”****:**    means an Advance to pay for a Drawing under a Letter of Credit or to pay a Documentary Collection, if any.  1.1.35**  “Usance Credit”****:**    means a Letter of Credit, the terms of which require the Bank to makepayment at a specified date or time not more than 90 days after presentation of conforming documents.  1.1.36**  “Variable Rate Advance”****:**    shall have the respective meaning as it is defined for each facility under Section 2, hereof.  1.1.37**  “Variable Rate”****:**    shall have the respective meaning as itis defined for each facility under Section 2, hereof.  1.1.38**  “Working CapitalAdvance”:**    shall mean an Advance under the Line of Credit made for the purpose described in Section 2.  1.1.39**  Accounting Terms****:**    All references to financial statements, assets, liabilities, and similar accounting items not specifically defined herein shallmean such financial statements or such items prepared or determined in accordance with generally accepted accounting principles consistently applied and, except where otherwise specified, all financial data submitted pursuant to this Agreement shallbe prepared in accordance with such principles.  1.2**  OtherTerms****:**    Other terms not otherwise defined shall have the meanings attributed to such terms in the California Uniform Commercial Code as in effect on July 1, 2001 and from time to time thereafter. 4 
 **SECTION 2** **CREDIT FACILITIES** 2.1  **LETTERS OF CREDIT** 2.1.1**  Issuance ofCredits.    **Subject to Section 2.4, the Bank hereby agrees to issue Sight Credits, Usance Credits and Standby Credits. Sight Credits, Usance Credits and Standby Credits may be issued for the purpose of purchasing inventoryconsisting of action sports products including in-line skates, skateboards and scooters; outdoor products including instant canopies and trampolines; and protective products including wrist guards, elbow/knee pads and helmets.  2.1.2**  Letter of Credit General Conditions.**    As a condition precedent toBank’s obligation to issue any Letter of Credit hereunder, the Borrower shall pay to the Bank issuance fees as described in the attached Exhibit “A” and shall promptly pay, upon request, such other fees, commissions, costs and anyout-of-pocket expenses charged or incurred by the Bank with respect to any Letter of Credit.  (i)  The commitment by the Bank to issue Letters of Credit under this Section 2 shall, unless earlier terminated in accordance with the terms of the Agreement, automatically terminate on the Expiration Date and no Letter ofCredit shall expire, and no draft under a Letter of Credit shall be payable on a date which is more than 120 days after the Expiration Date.  (ii)  Each Letter of Credit shall be in form and substance satisfactory to the Bank, shall require as a condition of payment the presentment of non-negotiable bills of lading in favor of theBank if an airway bill or negotiable bills of lading payable to the order of the Bank or to order of the Borrower if an ocean bill or multimodal transport document, and shall be in favor of beneficiaries satisfactory to the Bank, provided that theBank may refuse to issue a Letter of Credit (1) due to the nature of the transaction or its terms or in connection with any transaction where the Bank, due to the beneficiary or the nationality or residence of the beneficiary, would be prohibited byany applicable law, regulation or order from issuing such Letter of Credit or (2) if the beneficiary is an affiliate of the Borrower.  (iii)  Prior to the issuance of each Letter of Credit, but in no event later than 10:00 a.m. (California time) on the day such Letter of Credit is to be issued (which shall be a BusinessDay), the Borrower shall deliver to the Bank the Bank’s standard form of application for issuance of a letter of credit with proper insertions, duly executed by Borrower.  2.1.3**  Drawings****:    **Upon receipt from any beneficiary under a Letter of Credit of a demand for payment undersuch Letter of Credit (each a “Drawing”), the Bank shall promptly notify the Borrower. Each Drawing shall be payable in full by the borrower on the date thereof, without demand or notice of any kind. On the same day as any drawing underany Letter of Credit, Borrower hereby instructs Bank to pay such drawing by debiting account number 1067-16109 maintained with Bank’s Newport Beach Branch. If the borrower desires to repay a Drawing from the proceeds of an Advance, the Borrowermay request an Advance in accordance with the terms and conditions of this Agreement and, if disbursed or created on the date of such Drawing, shall be applied in payment of such obligation by the Borrower. If any Drawing shall not be paid when duein accordance with the terms of this Agreement, the Borrower shall reimburse the Bank for each Drawing together with interest thereon until paid at the rate set forth under Default Interest Rate, below. The obligation of the Borrower to reimbursethe Bank for Drawings shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had against the Bank (exceptsuch as may arise out of the Bank’s gross negligence or willful misconduct) or any other person, including, without limitation, and set-off, counterclaim or defense based upon or arising out of:  (i)  any lack of validity or enforceability of this Agreement or any of the other Loan Documents;  (ii)  any amendment or waiver of or consent to departure from the terms of any Letter of Credit; (iii)  the existence of any claim, set-off, defense or other right which the Borroweror any 5 
other person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any person forwhom any such beneficiary or any such transferee may be acting); or  (iv)  anyallegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or any statement therein being untrue or inaccurate in any respect whatsoever or anyvariations in punctuation, capitalization, spelling or format of the drafts or any statements presented in connection with any Drawing.  2.2  **THE LINE OF CREDIT** 2.2.1**  The Line ofCredit****:**    On terms and conditions as set forth herein, the Bank agrees to make Advances to the Borrower from time to time from the date hereof to the Expiration Date. The Borrower may borrow, partially or whollyprepay, and re-borrow under the Line of Credit.  2.2.2  **Purpose/Payment************:    **Advances may be made only for and shall be repaid:  (i)  To pay for Drawings under Sight Credits providing such Advances shall be repaid within 1 day from the date of such Advance.  (ii)  To pay for Drawings under Usance Credits providing such Advances shall be repaid within 1 dayfrom the date the documents accompanying the draft on the respective Usance Credit were made available to the Borrower.  (iii)  For purposes other than described than described above (each a *“Working Capital Advance”*) and provided all Working Capital Advances shall be repaid on or before the Expiration Date. 2.2.3  **Making Line Advances:    **Each Advance shall beconclusively deemed to have been made at the request of and for the benefit of the Borrower (i) when credited to any deposit account of the Borrower maintained with the Bank or (ii) when paid in accordance with the Borrower’s writteninstructions. Subject to the requirements of Section 4 and provided such request is made in a timely manner as provided in Section 2.2.5 below, Advances shall be made by the Bank under the Line of Credit.  2.2.4  **Interest on Advances****:**    Interest shall accrue from the date of eachAdvance under the Line of Credit at one of the following rates, as quoted by the Bank and as elected by the Borrower below:  (i)  *Variable Rate Advances*:    A variable rate per annum equivalent to the Reference Rate (the “Variable Rate”). Interest shall be adjusted concurrentlywith any change in the Reference Rate. An Advance based upon the Variable Rate is hereinafter referred to as a “Variable Rate Advance”.  (ii)  *LIBOR Advances*:    A fixed rate quoted by the Bank for 1, 2, 3, 4, 5 or 6 months or for such other period of time that the Bank may quote and offer (providedthat any such period of time does not extend beyond the Expiration Date (the “LIBOR Interest Period”) for Advances in the minimum amount of $500,000.00. Such interest rate shall be a percentage approximately equivalent to 2.00% in excessof the Bank’s LIBOR Rate which is that rate determined by the Bank’s Treasury Desk as being the arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple of one-sixteenth of one percent (1/16%)) of the U. S. dollarLondon Interbank Offered Rates for such period appearing on page 3750 (or such other page as may replace page 3750) of the Telerate screen at or about 11:00 a.m. 6 
(London time) on the second Business Day prior to the first days of such period (adjusted for any and all assessments,surcharges and reserve requirements) (the “LIBOR Rate”). An Advance based upon the LIBOR Rate is hereinafter referred to as a “LIBOR Advance”.  Interest on any Advance shall be computed on the basis of 360 days per year, but charged on the actual number of days elapsed.  The Borrower hereby promises and agrees to pay interest in arrears on Variable Rate Advances and LIBOR Advances on the last day of eachmonth commencing April 30, 2001.  If interest is not paid as and when it is due, it shall be added to theprincipal, become and be treated as a part thereof, and shall thereafter bear like interest.  2.2.5  **Notice of Borrowing:**    Upon written or telephonic notice which shall be received by the Bank at or before 2:00 p.m. (California time) on a Business Day, the Borrower may borrow under theLine of Credit by requesting:  (i)  A Variable Rate Advance.    AVariable Rate Advance may be made on the day notice is received by the Bank; provided, however, that if the Bank shall not have received notice at or before 2:00 p.m. on the day such Advance is requested to be made, such Variable Rate Advance may,at the Bank’s option, be made on the next Business Day.  (ii)  A LIBORAdvance.    Notice of any LIBOR Advance shall be received by the Bank no later than two Business Days prior to the day (which shall be a Business Day) on which the Borrower requests such LIBOR Advance to be made.  2.2.6  **Notice of Election to Adjust Interest Rate:**    The Borrower mayelect:  (i)  That interest on a Variable Rate Advance shall be adjusted to accrue at theLIBOR Rate; provided, however, that such notice shall be received by the Bank no later than two Business Days prior to the day (which shall be a Business Day) on which the Borrower requests that interest be adjusted to accrue at the LIBOR Rate. (ii)  That interest on a LIBOR Advance shall continue to accrue at a newly quoted LIBORRate or shall be adjusted to commence to accrue at the Variable Rate; provided, however, that such notice shall be received by the Bank no later than two Business Days prior to the last day of the LIBOR Interest Period pertaining to such LIBORAdvance. If the Bank shall not have received notice (as prescribed herein) of the Borrower’s election that interest on any LIBOR Advance shall continue to accrue at the newly quoted LIBOR Rate, the Borrower shall be deemed to have elected thatinterest thereon shall be adjusted to accrue at the Variable Rate upon the expiration of the LIBOR Interest Period pertaining to such Advance.  2.2****.7**  Prepayment:**    The Borrower may prepay any Advance in whole or in part, at any time and without penalty, provided, however, that: (i) any partialprepayment shall first be applied, at the Bank’s option, to accrued and unpaid interest and next to the outstanding principal balance; and (ii) during any period of time in which interest is accruing on any Advance on the basis of the LIBORRate, no prepayment shall be made except on a day which is the last day of the LIBOR Interest Period pertaining thereto. If the whole or any part of any LIBOR Advance is prepaid by reason of acceleration or otherwise, the Borrower shall, upon theBank’s request, promptly pay to and indemnify the Bank for all costs, expenses and any loss (including loss of future interest income) actually incurred by the Bank and any loss 7 
(including loss of future interest income) actually incurred by the Bank and any loss (including loss of profit resultingfrom the re-employment of funds) deemed sustained by the Bank as a consequence of such prepayment.  The Bank shall be entitled to fund all or any portion of its Advances in any manner it may determine in its sole discretion, but all calculations and transactions hereunder shall be conducted as though the Bank actually funded allAdvances through the purchase of dollar deposits bearing interest at the same rate as U.S. Treasury securities in the amount of the relevant Advance and in maturities corresponding to the date of such purchase to the Expiration Date hereunder. 2.2.8  **Indemnification for LIBOR Rate Costs:**    During anyperiod of time in which interest on any Advance is accruing on the basis of the LIBOR Rate, the Borrower shall, upon the Bank’s request, promptly pay to and reimburse the Bank for all costs incurred and payments made by the Bank by reason ofany future assessment, reserve, deposit or similar requirement or any surcharge, tax or fee imposed upon the Bank or as a result of the Bank’s compliance with any directive or requirement of any regulatory authority pertaining or relating tofunds used by the Bank in quoting and determining the LIBOR Rate.  2.2.9**  Conversionfrom LIBOR Rate to Variable Rate:**    In the event that the Bank shall at any time determine that the accrual of interest on the basis of the LIBOR Rate (i) is infeasible because the Bank is unable to determine the LIBOR Ratedue to the unavailability of U.S. dollar deposits, contracts or certificates of deposit in an amount approximately equal to the amount of the relevant Advance and for a period of time approximately equal to relevant LIBOR Interest Period or (ii) isor has become unlawful or infeasible by reason of the Bank’s compliance with any new law, rule, regulation, guideline or order, or any new interpretation of any present law, rule, regulation, guideline or order, then the Bank shall givetelephonic notice thereof (confirmed in writing) to the Borrower, in which event any Advance bearing interest at the LIBOR Rate shall be deemed to be a Variable Rate Advance and interest shall thereupon immediately accrue at the Variable Rate. 2.3  **Line Account:**    The Bank shall maintain on its books a record ofaccount in which the Bank shall make entries for each Advance and such other debits and credits as shall be appropriate in connection with the Line of Credit (the “Line Account”). The Bank shall provide the Borrower with a statement of theBorrower’s Line Account, which statement shall be considered to be correct and conclusively binding on the Borrower unless the Borrower notifies the Bank to the contrary within 90 days after the Borrower’s receipt of any such statementwhich it deems to be incorrect.  2.4  **CREDIT AMOUNT** ****2.4.1**  The Credit Amount.**    The Bank shall not be obligated to make anyExtension of Credit hereunder if, after giving effect to such Extension of Credit:  (i)  The aggregate amount of all Obligations would exceed the Credit Limit,  (ii)  The aggregate amount of the Letter of Credit Obligations would exceed the Credit Limit.  (iii)  The aggregate amount of all Trade Advances would exceed the Credit Limit.  (iv)  The aggregate amount of Working Capital Advances would exceed $2,000,000.00.  2.4.2  **Mandatory Repayments****:****** (i)  If at any time the aggregate amount of the Obligations exceed the amount(s) enumerated in Section 2.4 above, Borrower shall immediately upon written or telephonic notice from the Bank, and hereby promises and agreesto, pay to the Bank, first instance as a principal reduction in the amount of outstanding Advances, and second, as an advance payment of expected Drawings or maturing Acceptances, an amount equal to the Amount by which such Obligations exceed therespective amount enumerated in Section 2.4.  (ii)  On the Expiration Date, the Borrowerhereby promises and agrees to pay to the Bank in full the aggregate unpaid principal amount of all Advances and Acceptances then outstanding, together with all accrued and unpaid interest thereon.  2.****4.3**  Shipside Bond.**    The Bank may, from time to time, at the request ofthe Borrower, issue one or more Shipside Bond(s). In such event, each such Shipside Bond shall be considered an Obligation under this Agreement for purposes of Section 2.4 and shall reduce the amount available to the Borrower for the issuanceof Letters of Credit by the amount of such Shipside Bonds. Nothing contained in this Agreement nor any past or future action on the part of the Bank shall be construed as creating any obligation on the part of the Bank to issue a Shipside Bond.8 
 **SECTION 3** **COLLATERAL** ****3.1**  The Collateral********:**    To secure payment and performance of all the Borrower’s Obligations under this Agreement and all other liabilities, loans, guarantees, covenantsand duties owed by the Borrower to the Bank, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter and howsoever created, the Borrower hereby grants the Bank a securityinterest in and to all of the following property (“Collateral”):  (i)  **Equipment.**    All goods now owned or hereafter acquired by the Borrower or in which the Borrower now has or may hereafter acquire any interest, including, but not limited to, all machinery,equipment, furniture, furnishings, fixtures, tools, supplies and motor vehicles of every kind and description, and all additions, accessions, improvements, replacements and substitutions thereto and thereof (the “Equipment”).  (ii)**  Inventory.    **All inventory now owned or hereafter acquired by theBorrower, including, but not limited to, all raw materials, work in process, finished goods, inventory leased to others or held for lease, merchandise, parts and supplies of every kind and description, including inventory temporarily out of theBorrower’s custody or possession, together with all returns on accounts (the “Inventory”).  (iii)**  Accounts.**    All accounts, letter of credit rights, commercial tort claims, contract rights and general intangibles, including software and payment intangibles, now owned or hereaftercreated or acquired by the Borrower, including, but not limited to, all receivables, including as-extracted receivables, credit card receivables, health care receivables, insurance receivables, software receivables and license fees, goodwill,trademarks, trademark applications, trade styles, trade names, patents, patent applications, copyrights and copyright applications, customer lists, business records and computer programs, tapes, disks and related data processing software that at anytime evidence or contain information relating to any of the Collateral.  (iv)  **Documents****.**    ****All documents, instruments and chattel paper, whether electronic or tangible, now owned or hereafter acquired by the Borrower, including, but not limited to,warehouse and other receipts, bills of sale, promissory notes and bills of lading.  (v)  **Monies.    **All monies, deposit accounts, certificates of deposit, investment property and securities of the Borrower now or hereafter in the Bank’s or its agents’ possession. (vi)  **Deposit Accounts.    **Account No(s). 1062-16381maintained with United California Bank and all substitutions thereof, together with all interest accruing thereunder and therefrom.  The Bank’s security interest in the Collateral shall be a continuing lien and shall include the proceeds and products of the Collateral including, but not limited to, the proceeds of any insurance thereon.  Borrower hereby consents to and instructs Bank to file financing statements in all locations deemed appropriate by the Bankfrom time to time.  The security interest granted to Bank in the Collateral shall not secure or be deemed tosecure any Indebtedness of the Borrower to the Bank which is, at the time of its creation, subject to the provisions of any state or federal consumer credit or truth-in-lending disclosure statutes. 9 
 **SECTION 4** **CONDITIONS PRECEDENT** 4.1  **Conditions Precedent to the Initial Extension of Credit:    **The obligation of the Bank to make the initial Advance or the first extension of credit to or on account of the Borrower hereunderis subject to the conditions precedent that the Bank shall have received before the date of such initial Advance or such first extension of credit all of the following, in form and substance satisfactory to the Bank:  (i)  **Authority to Borrow.    **Evidence that the execution, delivery and performance bythe Borrower of this Agreement and any document, instrument or agreement required hereunder have been duly authorized.  ****(ii)**  Financing Statements.     **UCC-1 financing statement(s) describing the Collateral, which have been filed with the Secretary of State or the county recorder as a lien of firstpriority.**** ****(iii)**  Miscellaneous.    **Such otherevidence as the Bank may request to establish the consummation of the transaction contemplated hereunder and compliance with the conditions of this Agreement.  4.2  **Conditions Precedent to All Extensions of Credit:    **The obligation of the Bank to make each Advance or each other extension of credit, as the case may be, toor on account of the Borrower (including the initial Advance or the first extension of credit) shall be subject to the further conditions precedent that, on the date of each Advance or each extension of credit and after the making of such Advance orextension of credit:  (i)  **Reporting Requirements.    **TheBank shall have received the documents set forth in Section 6.1.  (ii)  **SubsequentApprovals.    **The Bank shall have received such supplemental approvals, opinions or documents as the Bank may reasonably request.  (iii)  **Representations and Warranties.    **The representations contained in Section 5 and in any other document,instrument or certificate delivered to the Bank hereunder are true, correct and complete.  (iv)  **Event of Default.    **No event has occurred and is continuing which constitutes, or with the lapse of time or giving of notice or both, would constitute an Event of Default.  (v)  **Collateral.    **The security interest in the Collateral has been dulyauthorized, created and perfected with first priority and is in full force and effect.  The Borrower’sacceptance of the proceeds of any loan, Advance or extension of credit, or the Borrower’s applying for any Letter of Credit, or the Borrower’s execution of any document or instrument evidencing or creating any Obligation hereunder shall bedeemed to constitute the Borrower’s representation and warranty that all of the above statements are true and correct. 10 
 **SECTION 5** **REPRESENTATIONS AND WARRANTIES** TheBorrower hereby makes the following representations and warranties to the Bank, which representations and warranties are continuing:  5.1  **Status:    **The Borrower’s correct legal name is as stated in this Agreement and the Borrower is a corporation duly organized and validly existing underthe laws of the state of Delaware and with its chief executive office in the state of California and is properly licensed and is qualified to do business and in good standing in, and, where necessary to maintain the Borrower’s rights andprivileges, has complied with the fictitious name statute of every jurisdiction in which the Borrower is doing business.  5.2  **Authority:    **The execution, delivery and performance by the Borrower of this Agreement and any instrument, document or agreement required hereunder have been duly authorized and donot and will not: (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having application to the Borrower; (ii) result in a breach of or constitute a defaultunder any material indenture or loan or credit agreement or other material agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected; or (iii) require any consent or approval of itsstockholders or violate any provision of its articles of incorporation or by-laws.  5.3  **Legal Effect:    **This Agreement constitutes, and any instrument, document or agreement required hereunder when delivered hereunder will constitute, legal, valid and binding obligations of theBorrower enforceable against the Borrower in accordance with their respective terms.  5.3  **Fictitious Trade Styles:    **There are no fictitious trade styles used by the Borrower in connection with its business operations. The Borrower shall notify the Bank not less than 30 daysprior to effecting any change in the matters described herein or prior to using any other fictitious trade style at any future date, indicating the trade style and state(s) of its use.  5.5  **Financial Statements:    **All financial statements, information and other data which may have been or which mayhereafter be submitted by the Borrower to the Bank are true, accurate and correct and have been or will be prepared in accordance with generally accepted accounting principles 11 
consistently applied and accurately represent the financial condition or, as applicable, the other information disclosedtherein. Since the most recent submission of such financial information or data to the Bank, the Borrower represents and warrants that no material adverse change in the Borrower’s financial condition or operations has occurred which has notbeen fully disclosed to the Bank in writing.  5.6  **Litigation:    **Except as have been disclosed to the Bank in writing, there are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against or affectingthe Borrower or the Borrower’s properties before any court or administrative agency which, if determined adversely to the Borrower, would have a material adverse effect on the Borrower’s financial condition or operations or on theCollateral.  5.7  **Title to Assets:    **The Borrower has goodand marketable title to all of its assets (including, but not limited to, the Collateral) and the same are not subject to any security interest, encumbrance, lien or claim of any third person except for Permitted Liens.  5.8  **ERISA:    **If the Borrower has a pension, profit sharing or retirement plansubject to ERISA, such plan has been and will continue to be funded in accordance with its terms and otherwise complies with and continues to comply with the requirements of ERISA.  5.9  **Taxes:    **The Borrower has filed all tax returns required to be filed and paid all taxes shown thereon to be due,including interest and penalties, other than such taxes which are currently payable without penalty or interest or those which are being duly contested in good faith.  5.10  **Margin Stock.    **The proceeds of any loan or advance hereunder will not be used to purchase or carry margin stockas such term is defined under Regulation U of the Board of Governors of the Federal Reserve System.  5.11  **Environmental Compliance.    **The operations of the Borrower comply, and during the term of this Agreement will at all times comply, in all respects with all Environmental Laws; the Borrowerhas obtained all licenses, permits, authorizations and registrations required under any Environmental Law (“*Environmental Permits*”) and necessary for its ordinary course operations, all such Environmental Permits are in goodstanding, and the Borrower is in compliance with all material terms and conditions of such Environmental Permits; neither the Borrower nor any of its present property or operations is subject to any outstanding written order from or agreement withany governmental authority nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Material; there are no Hazardous Materials or other conditions or circumstancesexisting, or arising from operations prior to the date of this Agreement, with respect to any property of the Borrower that would reasonably be expected to give rise to Environmental Claims; *provided*, however, that with respect to propertyleased from an unrelated third party, the foregoing representation is made to the best knowledge of the Borrower. In addition, (i) the Borrower does not have any underground storage tanks that are not properly registered or permitted underapplicable Environmental Laws, or that are leaking or disposing of Hazardous Materials off-site, and (ii) the Borrower has notified all of their employees of the existence, if any, of any health hazard arising from the conditions of their employmentand have met all notification requirements under Title III of CERCLA and all other Environmental Laws.  5.12  **Inventory:** (i)  The Borrower keeps correct andaccurate records. (itemizing and describing the kind, type, quality and quantity of inventory, the Borrower’s cost therefor and selling price thereof, and the daily withdrawals therefrom and additions thereto).  (ii)  All inventory is of good and merchantable quality, free from defects, except inventory which in theaggregate constitutes an immaterial and insignificant monetary amount.  (iii)  Theinventory is not stored with a bailee, warehouseman or similar party. 12 
 **SECTION 6** **COVENANTS** The Borrower covenants andagrees that, during the term of this Agreement, and so long thereafter as the Borrower is indebted to the Bank under this Agreement, the Borrower will, unless the Bank shall otherwise consent in writing:  6.1  **Reporting and Certification Requirements:    **Deliver or cause to be delivered tothe Bank in form and detail satisfactory to the Bank:  (i)  Not later than 90 days afterthe end of each of the Borrower’s fiscal years, a copy of the annual audited consolidated financial report of the Borrower for such year, prepared by a firm of certified public accountants acceptable to Bank and accompanied by an unqualifiedopinion of such firm and a copy of the annual consolidating financial report of the Borrower for such year.  (ii)  Not later than 30 days after filing with the appropriate Federal agency, a copy of the Borrower’s federal income tax returns.  (iii)  Not later than 45 days after the end of each month, a copy of the Borrower’s financial statement as of the end of such period. (iv)  Concurrently with the delivery of the financial reports required hereunder, acompliance certificate stating that the Borrower is in compliance with all covenants contained herein and that no Event of Default or potential Event of Default has occurred or is continuing, and certified to by the chief financial officer of theBorrower.  (v)  Not later than 30 days after the end of each month, an aging of accountspayable and accounts receivable.  (vi)  Not later than 15 days after filing with theSecurities Exchange Commission (“SEC”), a copy of the Borrower’s annual 10K report.  (vii)  Not later than 15 days after filing with the SEC, a copy of the Borrower’s quarterly 10Q report.  (viii)  Not later than 30 days after the end of each month, a copy of the Borrower’s brokerage and bank statements for the month, if Liquid Assets maintained with the Bank are less than$7,000,000.00.  (ix)  Not later than 30 days after the end of each month, a borrowingbase certificate in the form attached hereto as Exhibit “B” (“Borrowing Base Certificate”), executed by the Borrower and certifying the amount of the Credit Limit available as of the last day of the preceding month. 13 
(x)  Promptly upon the Bank’s request, such other information pertaining to the Borrower,the Collateral or any guarantor hereunder as the Bank may reasonably request.  6.2  **Financial Condition:    **The Borrower promises and agrees, during the term of this Agreement and until payment in full of all of the Borrower’s Obligations, the Borrower will maintain atall times:  (i)  Liquid Assets of not less than $7,000,000.00  (ii)  A minimum Effective Tangible Net Worth of at least $25,000,000.00.  6.3  **Preservation of Existence; Compliance with Applicable Laws:    **Maintain andpreserve its existence and all rights and privileges now enjoyed; and conduct its business and operations in accordance with all applicable laws, rules and regulations.  6.4  **Merge or Consolidate:    **Not liquidate or dissolve, merge or consolidate with or into, or acquire any otherbusiness organization.  6.5  **Maintenance of Collateral and OtherProperties:    **Except for Permitted Liens, keep and maintain the Collateral free and clear of all levies, liens, encumbrances and security interests (including, but not limited to, any lien of attachment, judgment orexecution) and defend the Collateral against any such levy, lien, encumbrance or security interest; comply with all laws, statutes and regulations pertaining to the Collateral and its use and operation; execute, file and record such statements,notices and agreements, take such actions and obtain such certificates and other documents as necessary to perfect, evidence and continue the Bank’s security interest in the Collateral and the priority thereof; maintain accurate and completerecords of the Collateral which show all sales, claims and allowances; and properly care for, house, store and maintain the Collateral in good condition, free of misuse, abuse and deterioration, other than normal wear and tear. The Borrower shallalso maintain and preserve all its properties in good working order and condition in accordance with the general practice of other businesses of similar character and size, ordinary wear and tear excepted.  6.6  **Payment of Obligations and Taxes:    **Make timely payment of all assessments andtaxes and all of its liabilities and obligations including, but not limited to, trade payables, unless the same are being contested in good faith by appropriate proceedings with the appropriate court or regulatory agency. For purposes hereof, theBorrower’s issuance of a check, draft or similar instrument without delivery to the intended payee shall not constitute payment.  6.7  **Depository Relationships:    **Maintain its primary business depository relationship with Bank, including general, operating and administrative deposit accountsand cash management services.  6.8  **Inspection Rights and AccountingRecords:    **The Borrower will maintain adequate books and records in accordance with generally accepted accounting principles consistently applied and in a manner otherwise acceptable to Bank, and, at any reasonable time andfrom time to time, permit the Bank or any representative thereof to examine and make copies of the records and visit the properties of the Borrower and discuss the business and operations of the Borrower with any employee or representative thereof.If the Borrower shall maintain any records (including, but not limited to, computer generated records or computer programs for the generation of such records) in the possession of a third party, the Borrower hereby agrees to notify such third partyto permit the Bank free access to such records at all reasonable times and to provide the Bank with copies of any records which it may request, all at the Borrower’s expense, the amount of which shall be payable immediately upon demand.14 
****6.9**  Transfer Assets:**    Not, after the date hereof, sell,contract for sale, convey, transfer, assign, lease or sublet, any of its assets (including, but not limited to, the Collateral) except in the Ordinary Course of Business and, then, only for full, fair and reasonable consideration.  ****6.10**  Compensation of Employees:**    Compensate its employees forservices rendered at an hourly rate at least equal to the minimum hourly rate prescribed by any applicable federal or state law or regulation.  ****6.11**  Notice:**    Give the Bank prompt written notice of any and all (i) Events of Default; (ii) litigation, arbitration or administrative proceedings towhich the Borrower is a party and in which the claim or liability exceeds $500,000.00 or which affects the Collateral; (iii) other matters which have resulted in, or might result in a material adverse change in the Collateral or the financialcondition or business operations of the Borrower, and (iv) any enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Borrower or any of its properties.  ****6.12**  Inventory:** (i)  Except as provided herein below and except inventory in transit, the Borrower’s inventory shall, at all times, be in the Borrower’sphysical possession, shall not be held by others on consignment, sale on approval, or sale or return and shall be kept only at: 5152 N. Commerce Ave., Moorpark, CA; 5156 N. Commerce Ave. and 2141 Eastman Ave. Oxnard, CA  (ii)  The Borrower shall keep correct and accurate records.  (iii)  All inventory shall be of good and merchantable quality, free from defects.  (iv)  The inventory shall not at any time or times hereafter be stored with a bailee, warehouseman or similarparty without the Bank’s prior written consent and, in such event, the Borrower will concurrently therewith cause any such bailee, warehouseman or similar party to issue and deliver to the Bank, in form acceptable to the Bank, warehousereceipts in the Bank’s name evidencing the storage of inventory.  (v)  At anyreasonable time and from time to time, allow Bank to have the right, upon demand, to inspect and examine inventory and to check and test the same as to quality, quantity, value and condition.  6.13  **Location and Maintenance of Equipment:** (i)  The Equipment shall at all times be in the Borrower’s physical possession, shall not be held for sale or lease, and shall be kept onlyat the following location(s): 5152 N. Commerce Ave., Moorpark, CA; 5156 N. Commerce Ave. and 2141 Eastman Ave., Oxnard, CA.  The Borrower shall not secrete, abandon or remove, or permit the removal of, the Equipment, or any part thereof, from the location(s) shown above or remove or permit to be removed any accessories nowor hereafter placed upon the Equipment.  (ii)  Upon the Bank’s demand, the Borrowershall immediately provide the Bank with a complete and accurate description of the Equipment including, as applicable, the make, model, identification number and serial number of each item of Equipment. In addition, the Borrower shall immediatelynotify the Bank of the acquisition of any new or additional Equipment or the replacement of any existing Equipment and shall supply the Bank with a complete description of any such additional or replacement Equipment.  (iii)  The Borrower shall, at the Borrower’s sole cost and expense, keep and maintain the Equipment in agood state of repair and shall not destroy, misuse, abuse, illegally use or be negligent in the care of the Equipment or any part thereof. The Borrower shall not remove, destroy, obliterate, change, cover, paint, deface or alter the name plates,serial numbers, labels or other distinguishing numbers or identification marks placed upon the Equipment or any part thereof by or on behalf of the manufacturer, any dealer or rebuilder thereof, or the Bank. The Borrower shall not be released fromany liability to the Bank hereunder because of any injury to or loss or destruction of the Equipment. The Borrower shall allow the Bank and its representatives free access to and the right to inspect the Equipment at all times and shall comply withthe terms and conditions of any leases covering the real property on which the Equipment is located and any orders, ordinances, laws, regulations or rules of any federal, state or municipal agency or authority having jurisdiction of such realproperty or the conduct of the business of the persons having control or possession of the Equipment.  (iv)  The Equipment is not now and shall not at any time hereafter be so affixed to the real property on which it is located as to become a fixture or a part thereof. The Equipment is now and shall at all times hereafter beand remain personal property of the Borrower.              ****6.14**  Value of Collateral:**    The Borrower additionally covenants and agrees that so long as all or any part of theindebtedness under this Agreement shall remain outstanding, the value of the Collateral pledged in the form of a Market Value Savings Account shall at all times not be less than $2,000,000.00. 15 
 **SECTION 7** **EVENTS OF DEFAULT** Any one or more ofthe following described events shall constitute an event of default (an “Event of Default”) under this Agreement:  ****7.1**  Non-Payment:**    Any Borrower shall fail to pay the principal amount of any Obligations when due or interest on the Obligations within 5 days of whendue.  ****7.2**  Performance Under This Agreement:**    TheBorrowers shall fail in any material respect to perform or observe any term, covenant or agreement contained in this Agreement or in any document, instrument or agreement relating to this Agreement or any other document or agreement executed by theBorrowers with or in favor of Bank and any such failure shall continue unremedied for more than 30 days after the occurrence thereof.  ****7.3**  Representations and Warranties; Financial Statements:**    Any representation or warranty made by the Borrower under or in connection with this Agreementor any financial statement given by the Borrower or any guarantor shall prove to have been incorrect in any material respect when made or given or when deemed to have been made or given.  ****7.4**  Other Agreements:**    If there is a default under any agreement to which Borrower is a party with Bank orwith a third party or parties resulting in a right by the Bank or by such third party or parties, (excluding Borrower’s accounts payable) whether or not exercised, to accelerate the maturity of any Indebtedness.  ****7.5**  Insolvency:**    The Borrower or any guarantor shall: (i) become insolventor be unable to pay its debts as they mature; (ii) make an assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its properties and assets; (iii) file a voluntary petition in bankruptcy or seekingreorganization or to effect a plan or other arrangement with creditors; (iv) file an answer admitting the material allegations of an involuntary petition relating to bankruptcy or reorganization or join in any such petition; (v) become or beadjudicated a bankrupt; (vi) apply for or consent to the appointment of, or consent that an order be made, appointing any receiver, custodian or trustee, for itself or any of its properties, assets or businesses; or (vii) in an involuntaryproceeding, any receiver, custodian or trustee shall have been appointed for all or substantial part of the Borrower’s or guarantor’s properties, assets or businesses and shall not be discharged within 30 days after the date of suchappointment.  ****7.6****  **Execution:**    Any writ ofexecution or attachment or any judgment lien shall be issued against any property of the Borrower and shall not be discharged or bonded against or released within 30 days after the issuance or attachment of such writ or lien.  ****7.7**  Suspension:**    The Borrower shall voluntarily suspend thetransaction of business or allow to be suspended, terminated, revoked or expired any permit, license or approval of any governmental body necessary to conduct the Borrower’s business as now conducted.  ****7.8**  Material Adverse Change:**    If there occurs a material adverse change inthe Borrower’s business or financial condition, or if there is a material impairment of the prospect of repayment of any portion of the Obligations or there is a material impairment of the value or priority of the Bank’s security interestin the Collateral, or if a Borrower who is a natural person shall die.  ****7.9**  Impairment of Collateral:**    There shall occur injury or damage to a material part of the Collateral or a material part of the Collateral shall be lost, stolen or destroyed.16 
 **SECTION 8** **REMEDIES ON DEFAULT** Upon theoccurrence of any Event of Default, the Bank may, at its sole and absolute election, without demand and only upon such notice as may be required by law:  8.1**  Acceleration:**    Declare any or all of the Borrower’s indebtedness owing to the Bank, whether under thisAgreement or any other document, instrument or agreement, immediately due and payable, whether or not otherwise due and payable.  8.2**  Cease Extending Credit:**    Cease making Advances or otherwise extending credit to or for the account of the Borrower under this Agreement or under any otheragreement now existing or hereafter entered into between the Borrower and the Bank.  8.3**  Termination:**    Terminate this Agreement as to any future obligation of the Bank without affecting the Borrower’s obligations to the Bank or the Bank’s rights and remedies underthis Agreement or under any other document, instrument or agreement.  8.4**  Letters ofCredit:**    Require the Borrower to pay immediately to the Bank, for application against drawings under any outstanding Letters of Credit, the outstanding principal amount of any such Letters of Credit which have not expired.Any portion of the amount so paid to the Bank which is not 17 
applied to satisfy draws under any such Letters of Credit or any other obligations of the Borrower to the Bank shall berepaid to the Borrower without interest.  8.5**  Protection of SecurityInterest:**    Make such payments and do such acts as the Bank, in its sole judgment, considers necessary and reasonable to protect its security interest or lien in the Collateral. The Borrower hereby irrevocably authorizes theBank to pay, purchase, contest or compromise any encumbrance, lien or claim which the Bank, in its sole judgment, deems to be prior or superior to its security interest. Further, the Borrower hereby agrees to pay to the Bank, upon demand therefor,all expenses and expenditures (including attorneys’ fees) incurred in connection with the foregoing.  8.6**  Foreclosure:**    Enforce any security interest or lien given or provided for under this Agreement or under any security agreement, mortgage, deed of trust or other document, in such manner andsuch order, as to all or any part of the properties subject to such security interest or lien, as the Bank, in its sole judgment, deems to be necessary or appropriate and the Borrower hereby waives any and all rights, obligations or defenses now orhereafter established by law relating to the foregoing. In the enforcement of its security interest or lien, the Bank is authorized to enter upon the premises where any Collateral is located and take possession of the Collateral or any part thereof,together with the Borrower’s records pertaining thereto, or the Bank may require the Borrower to assemble the Collateral and records pertaining thereto and make such Collateral and records available to the Bank at a place designated by theBank. The Bank may sell the Collateral or any portions thereof, together with all additions, accessions and accessories thereto, giving only such notices and following only such procedures as are required by law, at either a public or private sale,or both, with or without having the Collateral present at the time of the sale, which sale shall be on such terms and conditions and conducted in such manner as the Bank determines in its sole judgment to be commercially reasonable. The Collateralmay be disposed of in its then condition without any preparation or processing. In connection with any disposition of the Collateral, the Bank may disclaim any warranty relating to title, possession or quiet enjoyment. Any deficiency which existsafter the disposition or liquidation of the Collateral shall be a continuing liability of the Borrower to the Bank and shall be immediately paid by the Borrower to the Bank.  8.7**  Non-Exclusivity of Remedies:**    Exercise one or more of the Bank’s rights set forth herein or seek such otherrights or pursue such other remedies as may be provided by law, in equity or in any other agreement now existing or hereafter entered into between the Borrower and the Bank, or otherwise.  8.8**  Application of Proceeds:**    All amounts received by the Bank as proceeds from the disposition or liquidation ofthe Collateral shall be applied to the Borrower’s indebtedness to the Bank as follows: first, to the costs and expenses of collection, enforcement, protection and preservation of the Bank’s lien in the Collateral, including court costs andreasonable attorneys’ fees, whether or not suit is commenced by the Bank; next, to those costs and expenses incurred by the Bank in protecting, preserving, enforcing, collecting, liquidating, selling or disposing of the Collateral; next, to thepayment of accrued and unpaid interest on all of the Obligations; next, to the payment of the outstanding principal balance of the Obligations; and last, to the payment of any other indebtedness owed by the Borrower to the Bank. Any excessCollateral or excess proceeds existing after the disposition or liquidation of the Collateral will be returned or paid by the Bank to the Borrower.  If any non-cash proceeds are received in connection with any sale of Collateral, the Bank shall not apply such non-cash proceeds to the Obligations unlessand until such proceeds are converted to such; provided, however, that if such non-cash proceeds are not expected on the date of receipt thereof to be converted to cash within one year after such date, the Bank shall use commercially reasonableefforts to convert such non-cash proceeds to cash within such one year period. 18 
 **SECTION 9** **MISCELLANEOUS** 9.1**  Amounts Payable on Demand:**    If the Borrower shall fail to pay on demand any amount so payable under this Agreement, the Bank may, at its option and without any obligation to do so andwithout waiving any default occasioned by the Borrower having so failed to pay such amount, create an Advance under this Agreement in an amount equal to the amount so payable, which Advance shall thereafter bear interest as provided hereunder. 9.2**  Default Interest Rate:**    If an Event of Default, or anevent which, with notice or passage of time could become an Event of Default, has occurred or is continuing, the Borrower shall pay to the Bank interest on any Indebtedness or amount payable under this Agreement at a rate which is 3% in excess ofthe rate or rates then in effect under this Agreement.  9.3**  Reliance and FurtherAssurances:**    Each warranty, representation, covenant, obligation and agreement contained in this Agreement shall be conclusively presumed to have been relied upon by the Bank regardless of any investigation made orinformation possessed by the Bank and shall be cumulative and in addition to any other warranties, representations, covenants and agreements which the Borrower now or hereafter shall give, or cause to be given, to the Bank. Borrower agrees toexecute all documents and instruments and to perform such acts as the Bank may reasonably deem necessary to confirm and secure to the Bank all rights and remedies conferred upon the Bank by this agreement and all other documents related thereto. 9.4**  Costs:**    Borrower shall, upon Bank’s request,promptly pay to and reimburse the Bank for all costs incurred and payments made by the Bank by reason of any future assessment, reserve, deposit or similar requirements or any surcharge, tax or fee imposed upon the Bank or as a result of theBank’s compliance with any directive or requirement of any regulatory authority pertaining or relating to any import Letter of Credit.  9.5**  Nature and Place of Payments:**    All payments made on account of the Obligations shall be made without setoff or counterclaim in lawful money of the UnitedStates of America in either immediately available or next day available funds, free and clear of and without deduction for any taxes, fees or other charges of any nature whatsoever imposed by any taxing authority (other than California and UnitedStates income tax payable by the Bank), and must be received by Bank by 2:00 p.m. (California time) on the day of payment, it being expressly agreed and understood that if payment is received by the Bank after 2:00 p.m. (California time), suchpayment will be considered to have been made been made on the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension. If any payment required to be made by the Borrower hereunder becomesdue and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension. All payments required to be madehereunder shall be made to the office of the Bank designated for the receipt of notices in Section 9.7 or such other office as Bank shall from time to time designate.  9.6**  Attorneys’ Fees:**    Borrower shall pay to the Bank all costs and expenses, including but not limited toreasonable attorneys fees, incurred by Bank in connection with the administration, enforcement, including any bankruptcy, appeal or the enforcement of any judgment or any refinancing or restructuring of this Agreement or any document, instrument oragreement executed with respect to, evidencing or securing the indebtedness hereunder.  9.7**  Notices:**    All notices, payments, requests, information and demands which either party hereto may desire, or may be required to give or make to the other party hereto, shall be given or madeto such 19 
party by hand delivery or through deposit in the United States mail, postage prepaid, or by facsimile delivery, or to such other address as maybe specified from time to time in writing by either party to the other.  **To the Borrower:** **To the Bank:**VARIFLEX, INC.5152 N. Commerce Ave.Moorpark, CA 93021Attn:    Petar Katurich            CFOFAX: (805) 523-7384 UNITED CALIFORNIA BANKNewport Beach Office (CBC)4400 MacArthur Boulevard, Suite 150Newport Beach, CA 92660Attn:    Stephen Popovich            Vice PresidentFAX: (949) 797-1959 ****9.8**  Waiver****:    **Neither the failure nor delay by the Bank in exercising any right hereunder or under any document, instrument or agreement mentioned herein shall operate as a waiverthereof, nor shall any single or partial exercise of any right hereunder or under any other document, instrument or agreement mentioned herein preclude other or further exercise thereof or the exercise of any other right; nor shall any waiver of anyright or default hereunder, or under any other document, instrument or agreement mentioned herein, constitute a waiver of any other right or default or constitute a waiver of any other default of the same or any other term or provision. ****9.9**  Conflicting Provisions:**    To the extent theprovisions contained in this Agreement are inconsistent with those contained in any other document, instrument or agreement executed pursuant hereto, the terms and provisions contained herein shall control. Otherwise, such provisions shall beconsidered cumulative.  ****9.10**  Binding Effect;Assignment:**    This Agreement shall be binding upon and inure to the benefit of the Borrower and the Bank and their respective successors and assigns, except that the Borrower shall not have the right to assign its rightshereunder or any interest herein without the prior written consent of the Bank. The Bank may sell, assign or grant participation in all or any portion of its rights and benefits hereunder. The Borrower agrees that, in connection with any such sale,grant or assignment, the Bank may deliver to the prospective buyer, participant or assignee financial statements and other relevant information relating to the Borrower and any guarantor.  ****9.11**  Jurisdiction:**    This Agreement, any notes issued hereunder, the rights of the parties hereunder to andconcerning the Collateral, and any documents, instruments or agreements mentioned or referred to herein shall be governed by and construed according to the laws of the State of California without regard to conflict of law principles, to thejurisdiction of whose courts the parties hereby submit.  ****9.12**  Waiver of JuryTrial:**    THE BORROWER AND THE BANK EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THETRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWERAND THE BANK EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THISSECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANYSUBSEQUENT AMENDMENTS, RENEWALS, 20 
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.  9.13**  Counterparts:**    This Agreement may be executed in any number of counterpartsand all such counterparts taken together shall be deemed to constitute one and the same instrument.  9.14**  Headings:    **The headings herein set forth are solely for the purpose of identification and have no legal significance.  9.15**  Entire Agreement and Amendments:**    This Agreement and all documents, instruments and agreements mentioned hereinconstitute the entire and complete understanding of the parties with respect to the transactions contemplated hereunder. All previous conversations, memoranda and writings between the parties pertaining to the transactions contemplated hereunder notincorporated or referenced in this Agreement or in such documents, instruments and agreements are superseded hereby. This Agreement may be amended only by an instrument in writing signed by the Borrower and the Bank.  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first hereinabove written.  BANK: UNITED CALIFORNIA BANK   BORROWER: VARIFLEX, INC.By:    By: Name Barbara Snyder, Vice President   Name Petar Katurich/CFO  21 
 **EXHIBIT “A”** **SCHEDULE OF ISSUANCE FEES** Pursuant toSection 2.1.2 of that certain TRADE FINANCE CREDIT AGREEMENT dated as of March 31, 2002 between UNITED CALIFORNIA BANK (the “Bank”) and VARIFLEX, INC. (“Borrower”) Borrower agrees to pay to Bank in connection with each Letter ofCredit, Documentary Collection, Shipside Bond and Air Release, including Miscellaneous Fees, standard pricing based on the Bank published “*International Services – Schedule of Fees and Charges*” (Form ID-1) as published fromtime to time, with the following pricing “exceptions” as shown below:  **IMPORT LETTERS OF CREDIT**    **Rate**  **Flat Fee or Minimum**Issuance Fee  1/12th  $90Amendment Fee: Increase Amount/Extension  1/12th  $70Document Examination/Payment Fee  N/A  $8022 
 **EXHIBIT “B”** **COVENANT COMPLIANCE CERTIFICATE****VARIFLEX, INC.** **FOR THE PERIOD ENDING:                        ** To: UNITED CALIFORNIA BANK, as Lender under that certain Credit Agreement dated as of March 31, 2002 (the “Credit Agreement”) and Amendments, if any, with VARIFLEX, INC.(“Borrower”). All items used herein and not otherwise defined are used with the same meaning as set forth in the Credit Agreement. Please refer to the above-mentioned Credit Agreement for additional covenants, events of default,representations and warranties not made a part hereof. The undersigned, the Chief Financial Officer of the Borrower, hereby certifies on behalf of the Borrower that, as of the date of this certificate:  1.  The financial statements of the Borrower for the          monthperiod ending                         , 200     delivered to the Lender concurrently herewith have beenprepared and are delivered in accordance with Section 6.1 of the Credit Agreement.  2.  The Borrower has maintained liquid assets of$                                 (as defined under Section 1.1.21). Covenant requiresnot less than $7,000,000 at all times per Section 6.2 (i).  3.  The Borrower has anEffective Tangible Net Worth of $                                 (as defined underSection 1.1.7). Covenant requires not less than $25,000,000 per Section 6.2 (ii).  IN WITNESS WHEREOF, theundersigned has executed and delivered this COVENANT COMPLIANCE CERTIFICATE to the Lender this          day of                        , 200    .  VARIFLEX, INC.By:   **Petar Katurich****Chief FinancialOfficer**23 
 **CERTIFIED CORPORATE RESOLUTION TO BORROW** WHEREAS, VARIFLEX, INC. (the “Corporation”) has made application to UNITED CALIFORNIA BANK (the “Bank”) for creditaccommodations which may consist of but shall in no way be limited to the following: the renewal, continuation or extension of an existing obligation; the extension of a new loan, line of credit or commitment; the issuance of letters of credit orbanker’s acceptances; or the purchase or sale through Bank of foreign currencies.  RESOLVED, that: any one ofthe following officers: PETAR KATURICH, as the CHIEF FINANCIAL OFFICER of the Corporation, or RAYMOND LOSI, II, as the CHIEF EXECUTIVE OFFICER of the Corporation, are authorized, in the name of and on behalf of the Corporation to:  (a)  Borrow money from the Bank in such amounts and upon such terms and conditions as are agreed uponby the officers of the Corporation and the Bank; and execute and deliver or endorse such evidences of indebtedness or renewals thereof or agreements therefor as may be required by the Bank, all in such form and content as the officers of theCorporation executing such documents shall approve (which approval shall be evidenced by the execution and delivery of such documents); provided, however, that the maximum amount of such indebtedness shall not exceed the principal sum of$9,000,000.00 exclusive of any interest, fees, attorneys’ fees and other costs and expenses related to the indebtedness.  (b)  Execute such evidences of indebtedness, agreements, security instruments and other documents and to take such other actions as are herein authorized.  (c)  Sell to or discount or re-discount with the Bank any and all negotiable instruments, contracts orinstruments or evidences of indebtedness at any time held by the Corporation; and endorse, transfer and deliver the same, together with guaranties of payment or repurchase thereof, to the Bank (for which the Bank is hereby authorized and directed topay the proceeds of such sale, discount or re-discount as directed by such endorsement without inquiring into the circumstances of its issue or endorsement or the disposition of such proceeds).  (d)  Withdraw, receive and execute receipts for deposits and withdrawals on accounts of the Corporation maintained with the Bank. (e)  Grant security interests and liens in any real, personal or other propertybelonging to or under the control of the Corporation as security for any indebtedness of the Corporation to the Bank; and execute and deliver to the Bank any and all security agreements, pledges, mortgages, deeds of trust and other securityinstruments and any other documents to effectuate the grant of such security interests and liens, which security instruments and other documents shall be in such form and content as the officers of the Corporation executing such security instrumentsand other documents shall approve and which approval shall be evidenced by the execution and delivery of such security instruments and other documents.  (f)  Apply for letters of credit or seek the issuance of banker’s acceptances under which the Corporation shall be liable to the Bank forrepayment.  (g)  Purchase and sell foreign currencies, on behalf of the Corporation,whether for immediate or future delivery, in such amounts and upon such terms and conditions as the officer(s) authorized herein may deem appropriate, and give any instructions for transfers or deposits of monies by check, drafts, cable, letter orotherwise for any purpose incidental to the foregoing, and authorize or direct charges to the depository account or accounts of the Corporation for the cost of any foreign currencies so purchased through the Bank. 24 
 (h)  To designate in writing to the Bank in accordancewith the terms of any agreement or other document executed by the above-named individuals one or more individuals who shall have the authority to as provided herein, to:  (1)  request advances under lines of credit extended by the Bank to the Corporation;  (2)  apply for letters of credit or seek the issuance of banker’s acceptances under which the Corporation shall be liable to the Bank forrepayment;  (3)  make deposits and receive and execute receipts for deposits on accountsof the Corporation maintained with the Bank;  (4)  make withdrawals and receive andexecute receipts for withdrawals on account of the Corporation maintained with the Bank;  (5)  purchase and sell foreign currencies.  (i)  Enter intoderivative transactions, including but not limited to, interest rate swaps, caps, floors, collars, swaptions, and forwards.  (j)  Transact any other business with the Bank incidental to the powers hereinabove stated.  RESOLVED FURTHER, that all such evidences of indebtedness, agreements, security instruments and other documents executed in the name of and on behalf of the Corporation and all such actions taken onbehalf of the Corporation in connection with the matters described herein are hereby ratified and approved.  RESOLVED FURTHER, that the Bank is authorized to act upon these resolutions until written notice of their revocation is delivered to the Bank.  RESOLVED FURTHER, that any resolution set forth herein is in addition to and does not supersede any resolutions previously given by the Corporation to the Bank.  RESOLVED FURTHER, that the Secretary of the Corporation be, and hereby is, authorized and directed to prepare, execute and deliver to theBank a certified copy of the foregoing resolutions.  I do hereby certify that I am Mark Siegel, the Secretary ofVARIFLEX, INC., a Delaware corporation, and I do hereby further certify that the foregoing is a true copy of the resolutions of the Board of Directors of the Corporation adopted and approved by unanimous written consent.  I hereby further certify that such resolutions are presently in full force and effect and have not been amended or revoked. I do furthercertify that the following persons have been duly elected and qualified as and, this day are, officers of the Corporation, holding their respective offices appearing below their names, and that the signatures appearing opposite their names are thegenuine signatures of such persons.  NAME OF OFFICER:  PETAR KATURICH **(SIGNATURE)**TITLE:  CHIEF FINANCIAL OFFICER  NAME OF OFFICER:  RAYMOND LOSI, II **(SIGNATURE)**TITLE:  CHIEF EXECUTIVE OFFICER  25 
 IN WITNESS WHEREOF, this document is executed as of March 31, 2002.    NAME OF CORPORATION:  VARIFLEX, INC.  By:     **Mark Siegel****Secretary** 26 
 [GRAPHIC REMOVED HERE]  **LOAN DISBURSEMENT INSTRUCTIONS** **Line ofCredit** Date:  March 31, 2002  The undersigned hereby instructs UNITED CALIFORNIA BANK to disburse the proceeds of this loan as shown below:  **DISBURSEMENT**  **AMOUNT****Credited to the following account:**  Any and all Advances shall be deposited into checking account#                             upon the request of the Borrower  $                   TOTAL:  $     (Authorizing signatures appear on attached page entitled “AUTHORIZING SIGNATURES FOR LOAN DISBURSEMENT INSTRUCTIONS”) 27 
 **AUTHORIZING SIGNATURES FOR LOAN DISBURSEMENT INSTRUCTIONS** The following signature(s) authorize disbursement of loan proceeds as set forth in the preceding instructions consisting of 1page(s).  BORROWER:VARIFLEX, INC.By:   **Petar Katurich****CFO**28