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                                                                   EXHIBIT 10.16

                      BUSINESS LOAN AGREEMENT (ASSET BASED)

<TABLE>
<CAPTION>
  PRINCIPAL        LOAN DATE           MATURITY        LOAN NO        CALL / COLL       ACCOUNT        OFFICER       INITIALS
<S>                <C>                <C>              <C>            <C>               <C>            <C>           <C>
$1,000,000.00      04-29-2005         05-02-2006       70000105          0344            2990             KO
</TABLE>

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

BORROWER: MEDAIRE, INC.                           LENDER: DESERT HILLS BANK
          80 EAST RIO SALADO PARKWAY, SUITE 610           3001 E. CAMELBACK ROAD
          TEMPE, AZ 85281                                 PHOENIX, AZ 85016

THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated April 29, 2005, is made and
executed between MEDAIRE, INC. ("Borrower") and DESERT HILLS BANK ("Lender") on
the following terms and conditions. Borrower has received prior commercial loans
from Lender or has applied to Lender for a commercial loan or loans or other
financial accommodations, including those which may be described on any exhibit
or schedule attached to this Agreement ("Loan"). Borrower understands and agrees
that: (A) in granting, renewing, or extending any Loan, Lender is relying upon
Borrower's representations, warranties, and agreements as set forth in this
Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all
times shall be subject to Lender's sole judgment and discretion; and (C) all
such Loans shall be and remain subject to the terms and conditions of this
Agreement.

TERM. This Agreement shall be effective as of April 29, 2005, and shall continue
in full force and effect until such time as all of Borrower's Loans in favor of
Lender have been paid in full, including principal, interest, costs, expenses,
attorneys' fees, and other fees and charges, or until such time as the parties
may agree in writing to terminate this Agreement.

LINE OF CREDIT. Lender agrees to make Advances to Borrower from time to time
from the date of this Agreement to the Expiration Date, provided the aggregate
amount of such Advances outstanding at any time does not exceed the Borrowing
Base. Within the foregoing limits, Borrower may borrow, partially or wholly
prepay, and reborrow under this Agreement as follows:

      CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make any
      Advance to or for the account of Borrower under this Agreement is subject
      to the following conditions precedent, with all documents, instruments,
      opinions, reports, and other items required under this Agreement to be in
      form and substance satisfactory to Lender:

            (1)   Lender shall have received evidence that this Agreement and
                  all Related Documents have been duly authorized, executed, and
                  delivered by Borrower to Lender.

            (2)   Lender shall have received such opinions of counsel,
                  supplemental opinions, and documents as Lender may request.

            (3)   The security interests in the Collateral shall have been duly
                  authorized, created, and perfected with first lien priority
                  and shall be in full force and effect.

            (4)   All Guaranties required by Lender for the credit facility(ies)
                  shall have been executed by each Guarantor, delivered to
                  Lender, and be in full force and effect.

            (5)   Lender, at its option and for its sole benefit, shall have
                  conducted an audit of Borrower's Accounts, books, records, and
                  operations, and Lender shall be satisfied as to their
                  condition.

            (6)   Borrower shall have paid to Lender all fees, costs, and
                  expenses specified in this Agreement and the Related Documents
                  as are then due and payable.

            (7)   There shall not exist at the time of any Advance a condition
                  which would constitute an Event of Default under this
                  Agreement, and Borrower shall have delivered to Lender the
                  compliance certificate called for in the paragraph below
                  titled "Compliance Certificate."

      MAKING LOAN ADVANCES. Advances under this credit facility, as well as
      directions for payment from Borrower's accounts, may be requested orally
      or in writing by authorized persons. Lender may, but need not, require
      that all oral requests be confirmed in writing. Each Advance shall be
      conclusively deemed to have been made at the request of and for the
      benefit of Borrower (1) when credited to any deposit account of Borrower
      maintained with Lender or (2) when advanced in accordance with the
      instructions of an authorized person. Lender, at its option, many set a
      cutoff time, after which all requests for Advances will be treated as
      having been requested on the next succeeding Business Day.

      MANDATORY LOAN REPAYMENTS. If at any time the aggregate principal amount
      of the outstanding Advances shall exceed the applicable Borrowing Base,
      Borrower, immediately upon written or oral notice from Lender, shall pay
      to Lender an amount equal to the difference between the outstanding
      principal balance of the Advances and the Borrowing Base. On the
      Expiration Date, Borrower shall pay to Lender in full the aggregate unpaid
      principal amount of all Advances then outstanding and all accrued unpaid
      interest, together with all other applicable fees, costs and charges, if
      any, not yet paid.

      LOAN ACCOUNT. Lender shall maintain on its books a record of account in
      which Lender shall make entries for each Advance and such other debits and
      credits as shall be appropriate in connection with the credit facility.
      Lender shall provide Borrower with periodic statements of Borrower's
      account, which statements shall be considered to be correct and
      conclusively binding on Borrower unless Borrower notifies Lender to the
      contrary within thirty (30) days after Borrower's receipt of any such
      statement which Borrower deems to be incorrect.

COLLATERAL. To secure payment of the Primary Credit Facility and performance of
all other Loans, obligations and duties owed by Borrower to Lender, Borrower
(and others, if required) shall grant to Lender Security Interests in such
property and assets as Lender may require. Lender's Security Interests in the
Collateral shall be continuing liens and shall include the proceeds and products
of the Collateral, including without limitation the proceeds of any insurance.
With respect to the Collateral, Borrower agrees and represents and warrants to
Lender:

      PERFECTION OF SECURITY INTERESTS. Borrower agrees to execute all documents
      perfecting Lender's Security Interest and to take whatever actions are
      requested by Lender to perfect and continue Lender's Security Interests in
      the Collateral. Upon request of Lender, Borrower will deliver to Lender
      any and all of the documents evidencing or constituting the Collateral,
      and Borrower will note Lender's interest upon any and all chattel paper
      and instruments if not delivered to Lender for possession by Lender.
      Contemporaneous with the execution of this Agreement, Borrower will
      execute one or more UCC financing statements and any similar statements as
      may be required by applicable law, and Lender will file such financing
      statements and all such similar statements in the appropriate location or
      locations. Borrower hereby appoints Lender as its irrevocable
      attorney-in-fact for the purpose of executing any documents necessary to
      perfect or to continue any Security Interest. Lender may at any time, and
      without further authorization from Borrower, file a carbon, photograph,
      facsimile, or other reproduction of any financing statement for use as a
      financing statement. Borrower will reimburse Lender for all expenses for
      the perfection, termination, and the continuation of the perfection of
      Lender's security interest in the Collateral. Borrower promptly will
      notify Lender before any change in Borrower's name including any change to
      the assumed business names of Borrower. Borrower also promptly will notify
      Lender before any change in Borrower's Social Security Number or Employer
      Identification Number. Borrower further agrees to notify Lender in writing
      prior to any change in address or location of Borrower's principal
      governance office or should Borrower merge or consolidate with any other
      entity.

      COLLATERAL RECORDS. Borrower does now, and at all times hereafter shall,
      keep correct and accurate records of the Collateral, all of which records
      shall be available to Lender or Lender's representative upon demand for
      inspection and copying at any reasonable time. With respect to the
      Accounts, Borrower agrees to keep and maintain such records as Lender may
      require, including without limitation information concerning Eligible
      Accounts and Account balances and agings. Records related to Accounts
      (Receivables) are or will be located at . The above is an accurate and
      complete list of all locations at which Borrower keeps or maintains
      business records concerning Borrower's collateral.

      COLLATERAL SCHEDULES. Concurrently with the execution and delivery of this
      Agreement, Borrower shall execute and deliver to Lender schedules of
      Accounts and schedules of Eligible Accounts in form and substance
      satisfactory to the Lender. Thereafter supplemental schedules shall be
      delivered according to the following schedule:

      REPRESENTATIONS AND WARRANTIES CONCERNING ACCOUNTS. With respect to the
      Accounts, Borrower represents and warrants to Lender: (1) Each Account
      represented by Borrower to be an Eligible Account for purposes of this
      Agreement conforms to the requirements of the definition of an Eligible
      Account; (2) All Account information listed on schedules delivered to
      Lender will be true and correct, subject to immaterial variance; and (3)
      Lender, its assigns, or agents shall have the right at any time and at
      Borrower's expense to inspect, examine, and audit Borrower's records and
      to confirm with Account Debtors the accuracy of such Accounts.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

<PAGE>
                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 70000105                   (CONTINUED)                           PAGE 2

      LOAN DOCUMENTS. Borrower shall provide to Lender the following documents
      for the Loan: (1) the Note; (2) Security Agreements granting to Lender
      security interests in the Collateral; (3) financing statements and all
      other documents perfecting Lender's Security Interests; (4) evidence of
      insurance as required below; (5) together with all such Related Documents
      as Lender may require for the Loan; all in form and substance satisfactory
      to Lender and Lender's counsel.

      BORROWER'S AUTHORIZATION. Borrower shall have provided in form and
      substance satisfactory to Lender properly certified resolutions, duly
      authorizing the execution and delivery of this Agreement, the Note and the
      Related Documents. In addition, Borrower shall have provided such other
      resolutions, authorizations, documents and instruments as Lender or its
      counsel, may require.

      FEES AND EXPENSES UNDER THIS AGREEMENT. Borrower shall have paid to Lender
      all fees, costs, and expenses specified in this Agreement and the Related
      Documents as are then due and payable.

      REPRESENTATIONS AND WARRANTIES. The representations and warranties set
      forth in this Agreement, in the Related Documents, and in any document or
      certificate delivered to Lender under this Agreement are true and correct.

      NO EVENT OF DEFAULT. There shall not exist at the time of any Advance a
      condition which would constitute an Event of Default under this Agreement
      or under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

      ORGANIZATION. Borrower is a corporation for profit which is, and at all
      times shall be, duly organized, validly existing, and in good standing
      under and by virtue of the laws of the State of Nevada. Borrower is duly
      authorized to transact business in all other states in which Borrower is
      doing business, having obtained all necessary filings, governmental
      licenses and approvals for each state in which Borrower is doing business.
      Specifically, Borrower is, and at all times shall be, duly qualified as a
      foreign corporation in all states in which the failure to so qualify would
      have a material adverse effect on its business or financial condition.
      Borrower has the full power and authority to own its properties and to
      transact the business in which it is presently engaged or presently
      proposes to engage. Borrower maintains an office at 80 EAST RIO SALADO
      PARKWAY, SUITE 610, TEMPE, AZ 85281. Unless Borrower has designated
      otherwise in writing, the principal office is the office at which Borrower
      keeps its books and records including its records concerning the
      Collateral. Borrower will notify Lender prior to any change in the
      location of Borrower's state of organization or any change in Borrower's
      name. Borrower shall do all things necessary to preserve and to keep in
      full force and effect its existence, rights and privileges, and shall
      comply with all regulations, rules, ordinances, statutes, orders and
      decrees of any governmental or quasi-governmental authority or court
      applicable to Borrower and Borrower's business activities.

      ASSUMED BUSINESS NAMES. Borrower has filed or recorded all documents or
      filings required by law relating to all assumed business names used by
      Borrower. Excluding the name of Borrower, the following is a complete list
      of all assumed business names under which Borrower does business: NONE.

      AUTHORIZATION. Borrower's execution, delivery, and performance of this
      Agreement and all the Related Documents have been duly authorized by all
      necessary action by Borrower and do not conflict with, result in a
      violation of, or constitute a default under (1) any provision of (a)
      Borrower's articles of incorporation or organization, or bylaws, or (b)
      any agreement or other instrument binding upon Borrower or (2) any law,
      governmental regulation, court decree, or order applicable to Borrower or
      to Borrower's properties.

      FINANCIAL INFORMATION. Each of Borrower's financial statements supplied to
      Lender truly and completely disclosed Borrower's financial condition as of
      the date of the statement, and there has been no material adverse change
      in Borrower's financial condition subsequent to the date of the most
      recent financial statement supplied to Lender. Borrower has no material
      contingent obligations except as disclosed in such financial statements.

      LEGAL EFFECT. This Agreement constitutes, and any instrument or agreement
      Borrower is required to give under this Agreement when delivered will
      constitute legal, valid, and binding obligations of Borrower enforceable
      against Borrower in accordance with their respective terms.

      PROPERTIES. Except as contemplated by this Agreement or as previously
      disclosed in Borrower's financial statements or in writing to Lender and
      as accepted by Lender, and except for property tax liens for taxes not
      presently due and payable, Borrower owns and has good title to all of
      Borrower's properties free and clear of all Security Interests, and has
      not executed any security documents or financing statements relating to
      such properties. All of Borrower's properties are titled in Borrower's
      legal name, and Borrower has not used or filed a financing statement under
      any other name for at least the last five (5) years.

      HAZARDOUS SUBSTANCES. Except as disclosed to and acknowledged by Lender in
      writing, Borrower represents and warrants that: (1) During the period of
      Borrower's ownership of the Collateral, there has been no use, generation,
      manufacture, storage, treatment, disposal, release or threatened release
      of any Hazardous Substance by any person on, under, about or from any of
      the Collateral. (2) Borrower has no knowledge of, or reason to believe
      that there has been (a) any breach or violation of any Environmental Laws;
      (b) any use, generation, manufacture, storage, treatment, disposal,
      release or threatened release of any Hazardous Substance on, under, about
      or from the Collateral by any prior owners or occupants of any of the
      Collateral; or (c) any actual or threatened litigation or claims of any
      kind by any person relating to such matters. (3) Neither Borrower nor any
      tenant, contractor, agent or other authorized user of any of the
      Collateral shall use, generate, manufacture, store, treat, dispose of or
      release any Hazardous Substance on, under, about or from any of the
      Collateral; and any such activity shall be conducted in compliance with
      all applicable federal, state, and local laws, regulations, and
      ordinances, including without limitation all Environmental Laws. Borrower
      authorizes Lender and its agents to enter upon the Collateral to make such
      inspections and tests as Lender may deem appropriate to determine
      compliance of the Collateral with this section of the Agreement. Any
      inspections or tests made by Lender shall be at Borrower's expense and for
      Lender's purposes only and shall not be construed to create any
      responsibility or liability on the part of Lender to Borrower or to any
      other person. The representations and warranties contained herein are
      based on Borrower's due diligence in investigating the Collateral for
      hazardous waste and Hazardous Substances. Borrower hereby (1) releases and
      waives any future claims against Lender for indemnity or contribution in
      the event Borrower becomes liable for cleanup or other costs under any
      such laws, and (2) agrees to indemnify and hold harmless Lender against
      any and all claims, losses, liabilities, damages, penalties, and expenses
      which Lender may directly or indirectly sustain or suffer resulting from a
      breach of this section of the Agreement or as a consequence of any use,
      generation, manufacture, storage, disposal, release or threatened release
      of a hazardous waste or substance on the Collateral. The provisions of
      this section of the Agreement, including the obligation to indemnify,
      shall survive the payment of the Indebtedness and the termination,
      expiration or satisfaction of this Agreement and shall not be affected by
      Lender's acquisition of any interest in any of the Collateral, whether by
      foreclosure or otherwise.

      LITIGATION AND CLAIMS. No litigation, claim, investigation, administrative
      proceeding or similar action (including those for unpaid taxes) against
      Borrower is pending or threatened, and no other event has occurred which
      may materially adversely affect Borrower's financial condition or
      properties, other than litigation, claims, or other events, if any, that
      have been disclosed to and acknowledged by Lender in writing.

      TAXES. To the best of Borrower's knowledge, all of Borrower's tax returns
      and reports that are or were required to be filed, have been filed, and
      all taxes, assessments and other governmental charges have been paid in
      full, except those presently being or to be contested by Borrower in good
      faith in the ordinary course of business and for which adequate reserves
      have been provided.

      LIEN PRIORITY. Unless otherwise previously disclosed to Lender in writing,
      Borrower has not entered into or granted any Security Agreements, or
      permitted the filing or attachment of any Security Interests on or
      affecting any of the Collateral directly or indirectly securing repayment
      of Borrower's Loan and Note, that would be prior or that may in any way be
      superior to Lender's Security Interests and rights in and to such
      Collateral.

      BINDING EFFECT. This Agreement, the Note, all Security Agreements (if
      any), and all Related Documents are binding upon the signers thereof, as
      well as upon their successors, representatives and assigns, and are
      legally enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

      NOTICES OF CLAIMS AND LITIGATION. Promptly inform Lender in writing of (1)
      all material adverse changes in Borrower's financial condition, and (2)
      all existing and all threatened litigation, claims, investigations,
      administrative proceedings or similar actions affecting Borrower or any
      Guarantor which could materially affect the financial condition of
      Borrower or the financial condition of any Guarantor.

      FINANCIAL RECORDS. Maintain its books and records in accordance with GAAP,
      applied on a consistent basis, and permit Lender to examine and audit
      Borrower's books and records at all reasonable times.

      FINANCIAL STATEMENTS. Furnish Lender with the following:

<PAGE>

                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 70000105                   (CONTINUED)                           PAGE 3

            ANNUAL STATEMENTS. As soon as available, but in no event later than
            ninety (90) days after the end of each fiscal year, Borrower's
            balance sheet and income statement for the year ended, compiled by a
            certified public accountant satisfactory to Lender.

            INTERIM STATEMENTS. As soon as available, but in no event later than
            thirty (30) days after the end of each fiscal quarter, Borrower's
            balance sheet and profit and loss statement for the period ended,
            compiled by a certified public accountant satisfactory to Lender.

            TAX RETURNS. As soon as available, but in no event later than sixty
            (60) days after the applicable filing date for the tax reporting
            period ended, Federal and other governmental tax returns, prepared
            by a certified public accountant satisfactory to Lender.

      All financial reports required to be provided under this Agreement shall
      be prepared in accordance with GAAP, applied on a consistent basis, and
      certified by Borrower as being true and correct.

      ADDITIONAL INFORMATION. Furnish such additional information and
      statements, as Lender may request from time to time.

      INSURANCE. Maintain fire and other risk insurance, public liability
      insurance, and such other insurance as Lender may require with respect to
      Borrower's properties and operations, in form, amounts, coverages and with
      insurance companies acceptable to Lender. Borrower, upon request of
      Lender, will deliver to Lender from time to time the policies or
      certificates of insurance in form satisfactory to Lender, including
      stipulations that coverages will not be cancelled or diminished without at
      least forty-five (45) days prior written notice to Lender. Each insurance
      policy also shall include an endorsement providing that coverage in favor
      of Lender will not be impaired in any way by any act, omission or default
      of Borrower or any other person. In connection with all policies covering
      assets in which Lender holds or is offered a security interest for the
      Loans, Borrower will provide Lender with such lender's loss payable or
      other endorsements as Lender may require.

      INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports on
      each existing insurance policy showing such information as Lender may
      reasonably request, including without limitation the following: (1) the
      name of the insurer; (2) the risks insured; (3) the amount of the policy;
      (4) the properties insured; (5) the then current property values on the
      basis of which insurance has been obtained, and the manner of determining
      those values; and (6) the expiration date of the policy. In addition, upon
      request of Lender (however not more often than annually), Borrower will
      have an independent appraiser satisfactory to Lender determine, as
      applicable, the actual cash value or replacement cost of any Collateral.
      The cost of such appraisal shall be paid by Borrower.

      OTHER AGREEMENTS. Comply with all terms and conditions of all other
      agreements, whether now or hereafter existing, between Borrower and any
      other party and notify Lender immediately in writing of any default in
      connection with any other such agreements.

      LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business
      operations, unless specifically consented to the contrary by Lender in
      writing.

      TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
      indebtedness and obligations, including without limitation all
      assessments, taxes, governmental charges, levies and liens, of every kind
      and nature, imposed upon Borrower or its properties, income, or profits,
      prior to the date on which penalties would attach, and all lawful claims
      that, if unpaid, might become a lien or charge upon any of Borrower's
      properties, income, or profits.

      PERFORMANCE. Perform and comply, in a timely manner, with all terms,
      conditions, and provisions set forth in this Agreement, in the Related
      Documents, and in all other instruments and agreements between Borrower
      and Lender. Borrower shall notify Lender immediately in writing of any
      default in connection with any agreement.

      OPERATIONS. Maintain executive and management personnel with substantially
      the same qualifications and experience as the present executive and
      management personnel; provide written notice to Lender of any change in
      executive and management personnel; conduct its business affairs in a
      reasonable and prudent manner.

      ENVIRONMENTAL STUDIES. Promptly conduct and complete, at Borrower's
      expense, all such investigations, studies, samplings and testings as may
      be requested by Lender or any governmental authority relative to any
      substance, or any waste or by-product of any substance defined as toxic or
      a hazardous substance under applicable federal, state, or local law, rule,
      regulation, order or directive, at or affecting any property or any
      facility owned, leased or used by Borrower.

      COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Comply with all laws,
      ordinances, and regulations, now or hereafter in effect, of all
      governmental authorities applicable to the conduct of Borrower's
      properties, businesses and operations, and to the use or occupancy of the
      Collateral, including without limitation, the Americans With Disabilities
      Act. Borrower may contest in good faith any such law, ordinance, or
      regulation and withhold compliance during any proceeding, including
      appropriate appeals, so long as Borrower has notified Lender in writing
      prior to doing so and so long as, in Lender's sole opinion, Lender's
      interests in the Collateral are not jeopardized. Lender may require
      Borrower to post adequate security or a surety bond, reasonably
      satisfactory to Lender, to protect Lender's interest.

      INSPECTION. Permit employees or agents of Lender at any reasonable time to
      inspect any and all Collateral for the Loan or Loans and Borrower's other
      properties and to examine or audit Borrower's books, accounts, and records
      and to make copies and memoranda of Borrower's books, accounts, and
      records. If Borrower now or at any time hereafter maintains any records
      (including without limitation computer generated records and computer
      software programs for the generation of such records) in the possession of
      a third party, Borrower, upon request of Lender, shall notify such party
      to permit Lender free access to such records at all reasonable times and
      to provide Lender with copies of any records it may request, all at
      Borrower's expense.

      COMPLIANCE CERTIFICATES. Unless waived in writing by Lender, provide
      Lender within thirty (30) days after the end of each fiscal quarter and at
      the time of each disbursement of Loan proceeds, with a certificate
      executed by Borrower's chief financial officer, or other officer or person
      acceptable to Lender, certifying that the representations and warranties
      set forth in this Agreement are true and correct as of the date of the
      certificate and further certifying that, as of the date of the
      certificate, no Event of Default exists under this Agreement.

      ENVIRONMENTS COMPLIANCE AND REPORTS. Borrower shall comply in all respects
      with any and all Environmental Laws; not cause or permit to exist, as a
      result of an intentional or unintentional action or omission on Borrower's
      part or on the part of any third party, on property owned and/or occupied
      by Borrower, any environmental activity where damage may result to the
      environment, unless such environmental activity is pursuant to and in
      compliance with the conditions of a permit issued by the appropriate
      federal, state or local governmental authorities; shall furnish to Lender
      promptly and in any event within thirty (30) days after receipt thereof a
      copy of any notice, summons, lien, citation, directive, letter or other
      communication from any governmental agency or instrumentality concerning
      any intentional or unintentional action or omission on Borrower's part in
      connection with any environmental activity whether or not there is damage
      to the environment (and/or other natural resources.

      ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such promissory
      notes, mortgages, deeds of trust, security agreements, assignments,
      financing statements, instruments, documents and other agreements as
      Lender or its attorneys may reasonably request to evidence and secure the
      Loans and to perfect all Security Interests.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related
Documents, Lender on Borrower's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, to the extent permitted by applicable
law, including but not limited to discharging or paying all taxes, liens,
security interests, encumbrances and other claims, at any time levied or placed
on any Collateral and paying all costs for insuring, maintaining and preserving
any Collateral. All such expenditures incurred or paid by Lender for such
purposes will then bear interest at the rate charged under the Note from the
date incurred or paid by Lender to the date of repayment by Borrower. All such
expenses will become a part of the Indebtedness and, at Lender's option, will
(A) be payable on demand; (B) be added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or (2) the
remaining term of the Note; or (C) be treated as a balloon payment which will be
due and payable at the Note's maturity.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

      INDEBTEDNESS END LIENS. (1) Except for trade debt incurred in the normal
      course of business and indebtedness to Lender contemplated by this
      Agreement, create, incur or assume indebtedness for borrowed money,
      including capital leases, (2) sell, transfer, mortgage, assign, pledge,
      lease, grant a security interest in, or encumber any of Borrower's assets
      (except as allowed as Permitted Liens), or (3) sell with recourse any of
      Borrower's accounts, except to Lender.

<PAGE>

                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 70000105                   (CONTINUED)                           PAGE 4

      CONTINUITY OF OPERATIONS. (1) Engage in any business activities
      substantially different than those in which Borrower is presently engaged,
      (2) cease operations, liquidate, merge, transfer, acquire or consolidate
      with any other entity, change its name, dissolve or transfer or sell
      Collateral out of the ordinary course of business, or (3) pay any
      dividends on Borrower's stock (other than dividends payable in its stock),
      provided, however that notwithstanding the foregoing, but only so long as
      no Event of Default has occurred and is continuing or would result from
      the payment of dividends, if Borrower is a "Subchapter S Corporation" (as
      defined in the Internal Revenue Code of 1986, as amended), Borrower may
      pay cash dividends on its stock to its shareholders from time to time in
      amounts necessary to enable the shareholders :o pay income taxes and make
      estimated income tax payments to satisfy their liabilities under federal
      and state law which arise solely from their status as Shareholders of a
      Subchapter S Corporation because of their ownership of shares of
      Borrower's stock, or purchase or retire any of Borrower's outstanding
      shares or alter or amend Borrower's capital structure.

      LOANS, ACQUISITIONS AND GUARANTIES. (1) Loan, invest in or advance money
      or assets to any other person, enterprise or entity, (2) purchase, create
      or acquire any interest in any other enterprise or entity, or (3) incur
      any obligation as surety or guarantor other than in the ordinary course of
      business.

      AGREEMENTS. Borrower will not enter into any agreement containing any
      provisions which would be violated or breached by the performance of
      Borrower's obligations under this Agreement or in connection herewith.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse
change in Borrower's financial condition, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in
good faith deems itself insecure, even though no Event of Default shall have
occurred.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

      PAYMENT DEFAULT. Borrower fails to make any payment when due under the
      Loan.

      OTHER DEFAULTS. Borrower fails to comply with or to perform any other
      term, obligation, covenant or condition contained in this Agreement or in
      any of the Related Documents or to comply with or to perform any term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Borrower.

      DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults under
      any loan, extension of credit, security agreement, purchase or sales
      agreement, or any other agreement, in favor of any other creditor or
      person that may materially affect any of Borrower's or any Grantor's
      property or Borrower's or any Grantor's ability to repay the Loans or
      perform their respective obligations under this Agreement or any of the
      Related Documents.

      FALSE STATEMENTS. Any warranty, representation or statement made or
      furnished to Lender by Borrower or on Borrower's behalf under this
      Agreement or the Related Documents is false or misleading in any material
      respect, either now or at the time made or furnished or becomes false or
      misleading at any time thereafter.

      INSOLVENCY. The dissolution or termination of Borrower's existence as a
      going business, the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's property, any assignment for the benefit of
      creditors, any type of creditor workout, or the commencement of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.

      DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related
      Documents ceases to be in full force and effect (including failure of any
      collateral document to create a valid and perfected security interest or
      lien) at any time and for any reason.

      CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
      forfeiture proceedings, whether by judicial proceeding, self-help,
      repossession or any other method, by any creditor of Borrower or by any
      governmental agency against any collateral securing the Loan. This
      includes a garnishment of any of Borrower's accounts, including deposit
      accounts, with Lender. However, this Event of Default shall not apply if
      there is a good faith dispute by Borrower as to the validity or
      reasonableness of the claim which is the basis of the creditor or
      forfeiture proceeding and if Borrower gives Lender written notice of the
      creditor or forfeiture proceeding and deposits with Lender monies or a
      surety bond for the creditor or forfeiture proceeding, in an amount
      determined by Lender, in its sole discretion, as being an adequate reserve
      or bond for the dispute.

      EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
      respect to any Guarantor of any of the Indebtedness or any Guarantor dies
      or becomes incompetent, or revokes or disputes the validity of, or
      liability under, any Guaranty of the Indebtedness. In the event of a
      death, Lender, at its option, may, but shall not be required to, permit
      the Guarantor's estate to assume unconditionally the obligations arising
      under the guaranty in a manner satisfactory to Lender, and, in doing so,
      cure any Event of Default.

      CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%)
      or more of the common stock of Borrower.

      ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
      condition, or Lender believes the prospect of payment or performance of
      the Loan is impaired.

      INSECURITY. Lender in good faith believes itself insecure.

      RIGHT TO CURE. If any default, other than a default on Indebtedness, is
      curable and if Borrower or Grantor, as the case may be, has not been given
      a notice of a similar default within the preceding twelve (12) months, it
      may be cured if Borrower or Grantor, as the case may be, after receiving
      written notice from Lender demanding cure of such default: (1) cure the
      default within fifteen (15) days; or (2) if the cure requires more than
      fifteen (15) days, immediately initiate steps which Lender deems in
      Lender's sole discretion to be sufficient to cure the default and
      thereafter continue and complete all reasonable and necessary steps
      sufficient to produce compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement immediately will terminate (including any obligation to make
further Loan Advances or disbursements), and, at Lender's option, all
Indebtedness immediately will become due and payable, all without notice of any
kind to Borrower, except that in the case of an Event of Default of the type
described in the "Insolvency" subsection above, such acceleration shall be
automatic and not optional. In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and remedies shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Borrower or of any Grantor shall not affect Lender's
right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

      AMENDMENTS. This Agreement, together with any Related Documents,
      constitutes the entire understanding and agreement of the parties as to
      the matters set forth in this Agreement. No alteration of or amendment to
      this Agreement shall be effective unless given in writing and signed by
      the party or parties sought to be charged or bound by the alteration or
      amendment.

      ATTORNEYS' FEES; EXPENSES. Borrower agrees to pay upon demand all of
      Lender's costs and expenses, including Lender's attorneys' fees and
      Lender's legal expenses, incurred in connection with the enforcement of
      this Agreement. Lender may hire or pay someone else to help enforce this
      Agreement, and Borrower shall pay the costs and expenses of such
      enforcement. Costs and expenses include Lender's attorneys' fees and legal
      expenses whether or not there is a lawsuit, including attorneys' fees and
      legal expenses for bankruptcy proceedings (including efforts to modify or
      vacate any automatic stay or injunction), appeals, and any anticipated
      post-judgment collection services. However, Borrower will only pay
      attorneys' fees of an attorney not Lender's salaried employee, to whom the
      matter is referred after Borrower's default. Borrower also shall pay all
      court costs and such additional fees as may be directed by the court.

      CAPTION HEADINGS. Caption headings in this Agreement are for convenience
      purposes only and are not to be used to interpret or define the provisions
      of this Agreement.

<PAGE>

                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 70000105                   (CONTINUED)                           PAGE 5

      CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's
      sale or transfer, whether now or later, of one or more participation
      interests in the Loan to one or more purchasers, whether related or
      unrelated to Lender. Lender may provide, without any limitation
      whatsoever, to any one or more purchasers, or potential purchasers, any
      information or knowledge Lender may have about Borrower or about any other
      matter relating to the Loan, and Borrower hereby waives any rights to
      privacy Borrower may have with respect to such matters. Borrower
      additionally waives any and all notices of sale of participation
      interests, as well as all notices of any repurchase of such participation
      interests. Borrower also agrees that the purchasers of any such
      participation interests will be considered as the absolute owners of such
      interests in the Loan and will have all the rights granted under the
      participation agreement or agreements governing the sale of such
      participation interests. Borrower further waives all rights of offset or
      counterclaim that it may have now or later against Lender or against any
      purchaser of such a participation interest and unconditionally agrees that
      either Lender or such purchaser may enforce Borrower's obligation under
      the Loan irrespective of the failure or insolvency of any holder of any
      interest in the Loan. Borrower further agrees that the purchaser of any
      such participation interests may enforce its interests irrespective of any
      personal claims or defenses that Borrower may have against Lender.

      GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY FEDERAL LAW APPLICABLE
      TO LENDER AND, TO THE EXTENT NOT PREEMPTED BY FEDERAL LAW, THE LAWS OF THE
      SLATE OF ARIZONA WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS. THIS
      AGREEMENT HAS BEEN ACCEPTED BY LENDER IN THE STATE OF ARIZONA.

      CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's
      request to submit to the jurisdiction of the courts of MARICOPA County,
      State of Arizona.

      NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights
      under this Agreement unless such waiver is given in writing and signed by
      Lender. No delay or omission on the part of Lender in exercising any right
      shall operate as a waiver of such right or any other right. A waiver by
      Lender of a provision of this Agreement shall not prejudice or constitute
      a waiver of Lender's right otherwise to demand strict compliance with that
      provision or any other provision of this Agreement. No prior waiver by
      Lender, nor any course of dealing between Lender and Borrower, or between
      Lender and any Grantor, shall constitute a waiver of any of Lender's
      rights or of any of Borrower's or any Grantor's obligations as to any
      future transactions. Whenever the consent of Lender is required under this
      Agreement, the granting of such consent by Lender in any instance shall
      not constitute continuing consent to subsequent instances where such
      consent is required and in all cases such consent may be granted or
      withheld in the sole discretion of Lender.

      NOTICES. Any notice required to be given under this Agreement shall be
      given in writing, and shall be effective when actually delivered, when
      actually received by telefacsimile (unless otherwise required by law),
      when deposited with a nationally recognized overnight courier, or, if
      mailed, when deposited in the United States mail, as first class,
      certified or registered mail postage prepaid, directed to the addresses
      shown near the beginning of this Agreement. Any party may change its
      address for notices under this Agreement by giving formal written notice
      to the other parties, specifying that the purpose of the notice is to
      change the party's address. For notice purposes, Borrower agrees to keep
      Lender informed at all times of Borrower's current address. Unless
      otherwise provided or required by law, if there is more than one Borrower,
      any notice given by Lender to any Borrower is deemed to be notice given to
      all Borrowers.

      SEVERABILITY. If a court of competent jurisdiction finds any provision of
      this Agreement to be illegal, invalid, or unenforceable as to any
      circumstance, that finding shall not make the offending provision illegal,
      invalid, or unenforceable as to any other circumstance. If feasible, the
      offending provision shall be considered modified so that it becomes legal,
      valid and enforceable. If the offending provision cannot be so modified,
      it shall be considered deleted from this Agreement. Unless otherwise
      required by law, the illegality, invalidity, or unenforceability of any
      provision of this Agreement shall not affect the legality, validity or
      enforceability of any other provision of this Agreement.

      SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of any
      provisions of this Agreement makes it appropriate, including without
      limitation any representation, warranty or covenant, the word "Borrower"
      as used in this Agreement shall include all of Borrower's subsidiaries and
      affiliates. Notwithstanding the foregoing however, under no circumstances
      shall this Agreement be construed to require Lender to make any Loan or
      other financial accommodation to any of Borrower's subsidiaries or
      affiliates.

      SUCCESSORS AND ASSIGNS. All covenants and agreements by or on behalf of
      Borrower contained in this Agreement or any Related Documents shall bind
      Borrower's successors and assigns and shall inure to the benefit of Lender
      and its successors and assigns. Borrower shall not, however, have the
      right to assign Borrower's rights under this Agreement or any interest
      therein, without the prior written consent of Lender.

      SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and
      agrees that in extending Loan Advances, Lender is relying on all
      representations, warranties, and covenants made by Borrower in this
      Agreement or in any certificate or other instrument delivered by Borrower
      to Lender under this Agreement or the Related Documents. Borrower further
      agrees that regardless of any investigation made by Lender, all such
      representations, warranties and covenants will survive the extension of
      Loan Advances and delivery to Lender of the Related Documents, shall be
      continuing in nature, shall be deemed made and redated by Borrower at the
      time each Loan Advance is made, and shall remain in full force and effect
      until such time as Borrower's Indebtedness shall be paid in full, or until
      this Agreement shall be terminated in the manner provided above, whichever
      is the last to occur.

      TIME IS OF THE ESSENCE. Time is of the essence in the performance of this
      Agreement.

      WAIVE JURY. ALL PARTIES TO THIS AGREEMENT HEREBY WAIVE THE RIGHT TO ANY
      JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY PARTY
      AGAINST ANY OTHER PARTY.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. Accounting
words and terms not otherwise defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect on the date of this Agreement:

      ACCOUNT. The word "Account" means a trade account, account receivable,
      other receivable, or other right to payment for goods sold or services
      rendered owing to Borrower (or to a third party grantor acceptable to
      Lender).

      ADVANCE. The word "Advance" means a disbursement of Loan funds made, or to
      be made, to Borrower or on Borrower's behalf under the terms and
      conditions of this Agreement.

      AGREEMENT. The word "Agreement" means this Business Loan Agreement (Asset
      Based), as this Business Loan Agreement (Asset Based) may be amended or
      modified from time to time, together with all exhibits and schedules
      attached to this Business Loan Agreement (Asset Based) from time to time.

      BORROWER. The word "Borrower" means MEDAIRE, INC. and includes all
      co-signers and co-makers signing the Note and all their successors and
      assigns.

      BORROWING BASE. The words "Borrowing Base" mean, as determined by Lender
      from time to time, the lesser of (1) $1,000,000.00 or (2) 75.000% of the
      aggregate amount of Eligible Accounts (not to exceed in corresponding Loan
      amount based on Eligible Accounts $750,000.00).

      BUSINESS DAY. The words "Business Day" mean a day on which commercial
      banks are open in the State of Arizona.

      COLLATERAL. The word "Collateral" means all property and assets granted as
      collateral security for a Loan, whether real or personal property, whether
      granted directly or indirectly, whether granted now or in the future, and
      whether granted in the form of a security interest, mortgage, collateral
      mortgage, deed of trust, assignment, pledge, crop pledge, chattel
      mortgage, collateral chattel mortgage, chattel trust, factor's lien,
      equipment trust, conditional sale, trust receipt, lien, charge, lien or
      title retention contract, lease or consignment intended as a security
      device, or any other security or lien interest whatsoever, whether created
      by law, contract, or otherwise. The word Collateral also includes without
      limitation all collateral described in the Collateral section of this
      Agreement.

      ELIGIBLE ACCOUNTS. The words "Eligible Accounts" mean at any time, all of
      Borrower's Accounts which contain selling terms and conditions acceptable
      to Lender. The net amount of any Eligible Account against which Borrower
      may borrow shall exclude all returns, discounts, credits, and offsets of
      any nature. Unless otherwise agreed to by Lender in writing, Eligible
      Accounts do not include:

            (1) Accounts with respect to which the Account Debtor is employee or
            agent of Borrower.

            (2) Accounts with respect to which the Account Debtor is a
            subsidiary of, or affiliated with Borrower or its shareholders,
            officers, or directors.

            (3) Accounts with respect to which goods are placed on consignment,
            guaranteed sale, or other terms by reason of which the payment by
            the Account Debtor may be conditional.

<PAGE>

                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 70000105                   (CONTINUED)                           PAGE 6

            (4) Accounts with respect to which Borrower is or may become liable
            to the Account Debtor for goods sold or services rendered by the
            Account Debtor to Borrower.

            (5) Accounts which are subject to dispute, counterclaim, or setoff.

            (6) Accounts with respect to which the goods have not been shipped
            or delivered, or the services have not been rendered, to the Account
            Debtor.

            (7) Accounts with respect to which Lender, in its sole discretion,
            deems the creditworthiness or financial condition of the Account
            Debtor to be unsatisfactory.

            (8) Accounts of any Account Debtor who has filed or has had filed
            against it a petition in bankruptcy or an application for relief
            under any provision of any state or federal bankruptcy, insolvency,
            or debtor-in-relief acts; or who has had appointed a trustee,
            custodian, or receiver for the assets of such Account Debtor; or who
            has made an assignment for the benefit of creditors or has become
            insolvent or fails generally to pay its debts (including its
            payrolls) as such debts become due.

      ENVIRONMENTAL LAWS. The words "Environmental Laws" mean any and all state,
      federal and local statutes, regulations and ordinances relating to the
      protection of human health or the environment, including without
      limitation the Comprehensive Environmental Response, Compensation, and
      Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
      ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub.
      L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49
      U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act,
      42 U.S.C. Section 6901, et seq., or other applicable state or federal
      laws, rules, or regulations adopted pursuant thereto.

      EVENT OF DEFAULT. The words "Event of Default" mean any of the events of
      default set forth in this Agreement in the default section of this
      Agreement.

      EXPIRATION DATE. The words "Expiration Date" mean the date of termination
      of Lender's commitment to lend under this Agreement.

      GAAP. The word "GAAP" means generally accepted accounting principles.

      GRANTOR. The word "Grantor" means each and all of the persons or entities
      granting a Security Interest in any Collateral for the Loan, including
      without limitation all Borrowers granting such a Security Interest.

      GUARANTOR. Tie word "Guarantor" means any guarantor, surety, or
      accommodation party of any or all of the Loan.

      GUARANTY. The word "Guaranty" means the guaranty from Guarantor to Lender,
      including without limitation a guaranty of all or part of the Note.

      HAZARDOUS SUBSTANCES. The words "Hazardous Substances" mean materials
      that, because of their quantity, concentration or physical, chemical or
      infectious characteristics, may cause or pose a present or potential
      hazard to human health or the environment when improperly used, treated,
      stored, disposed of, generated, manufactured, transported or otherwise
      handled. The words "Hazardous Substances" are used in their very broadest
      sense and include without limitation any and all hazardous or toxic
      substances, materials or waste as defined by or listed under the
      Environmental Laws. The term "Hazardous Substances" also includes, without
      limitation, petroleum and petroleum by-products or any fraction thereof
      and asbestos.

      INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
      the Note or Related Documents, including all principal and interest
      together with all other indebtedness and costs and expenses for which
      Borrower is responsible under this Agreement or under any of the Related
      Documents.

      LENDER. The word "Lender" means DESERT HILLS BANK, its successors and
      assigns.

      LOAN. The word "Loan" means any and all loans and financial accommodations
      from Lender to Borrower whether now or hereafter existing, and however
      evidenced, including without limitation those loans and financial
      accommodations described herein or described on any exhibit or schedule
      attached to this Agreement from time to time.

      NOTE. The word "Note" means the Note executed by MEDAIRE, INC. in the
      principal amount of $1,000,000.00 dated April 29, 2005, together with all
      renewals of, extensions of, modifications of, refinancings of,
      consolidations of, and substitutions for the note or credit agreement.

      PERMITTED LIENS. The words "Permitted Liens" mean (1) liens and security
      interests securing Indebtedness owed by Borrower to Lender; (2) liens for
      taxes, assessments, or similar charges either not yet due or being
      contested in good faith; (3) 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;
      (4) purchase money liens or purchase money security interests upon or in
      any property acquired or held by Borrower in the ordinary course of
      business to secure indebtedness outstanding on the date of this Agreement
      or permitted to be incurred under the paragraph of this Agreement titled
      "Indebtedness and Liens"; (5) liens and security interests which, as of
      the date of this Agreement, have been disclosed to and approved by the
      Lender in writing; and (6) those liens and security interests which in the
      aggregate constitute an immaterial and insignificant monetary amount with
      respect to the net value of Borrower's assets.

      PRIMARY CREDIT FACILITY. The words "Primary Credit Facility" mean the
      credit facility described in the Line of Credit section of this Agreement.

      RELATED DOCUMENTS. The words "Related Documents" mean all promissory
      notes, credit agreements, loan agreements, environmental agreements,
      guaranties, security agreements, mortgages, deeds of trust, security
      deeds, collateral mortgages, and all other instruments, agreements and
      documents, whether now or hereafter existing, executed in connection with
      the Loan.

      SECURITY AGREEMENT. The words "Security Agreement" mean and include
      without limitation any agreements, promises, covenants, arrangements,
      understandings or other agreements, whether created by law, contract, or
      otherwise, evidencing, governing, representing, or creating a Security
      Interest.

      SECURITY INTEREST. The words "Security Interest" mean, without limitation,
      any and all types of collateral security, present and future, whether in
      the form of a lien, charge, encumbrance, mortgage, deed of trust, security
      deed, assignment, pledge, crop pledge, chattel mortgage, collateral
      chattel mortgage, chattel trust, factor's lien, equipment trust,
      conditional sale, trust receipt, lien or title retention contract, lease
      or consignment intended as a security device, or any other security or
      lien interest whatsoever whether created by law, contract, or otherwise.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT (ASSET BASED) AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN
AGREEMENT (ASSET BASED) IS DATED APRIL 29, 2005.

BORROWER:

MEDAIRE, INC.

BY:     /s/ Joan S. Garrett
      -----------------------------------
      JOAN SULLIVAN GARRETT, PRESIDENT OF
      MEDAIRE, INC.

LENDER:

DESERT HILLS BANK

BY:     /s/ Kristine Outz
      -----------------------------------
      AUTHORIZED SIGNER