Exhibit 10.1 Loan Amreement ITI Capital


    LOAN
      AGREEMENT

    


    This
      Loan
      Agreement
      (this
“Agreement”)
      is
      entered into as of October 24th, 2005, by and between ITI
      Capital,
      Inc.,
      a
      Nevada company (“Lender”),
      and
Sterling
      Equity Holdings, Inc.,
      a
      Nevada corporation (“Borrower”).

     

    Recitals

     

    WHEREAS,
      Borrower is a corporation organized under the laws of the State of Nevada,
      subject to the reporting requirements of the U.S. Securities and Exchange
      Commission (the “SEC”)
      and
      engaged in the ownership, management and operation of certain commercial real
      estate;

    


    WHEREAS,
      Lender is a corporation organized under the laws of Nevada and engaged in
      international investment banking, financial consulting and investment holdings
      operations;

    


    WHEREAS,
      Borrower and Lender have agreed in principal upon a transaction (the
“Acquisition”)
      pursuant to which it is contemplated that Borrower will acquire at least a
      majority interest in Lender in exchange for a controlling interest in the stock
      of Borrower, the principal terms of which are set forth on the term sheet
      attached hereto as Exhibit
      A;

    


    WHEREAS,
      pending completion of the Acquisition, Lender is willing to make loans to
      Borrower, and Borrower desires to receive the loans, on the terms, provisions
      and conditions set forth herein.

    


    Agreement

     

    In
      consideration of the mutual covenants, rights, and obligations set forth herein,
      the benefits to be derived therefrom, and other good and valuable consideration,
      the receipt and sufficiency of which is hereby acknowledged, the parties hereto,
      intending to be legally bound hereby, agree as follows: 

     

    1.  Definitions
      and Construction 

     

    1.1  Definitions

     

    .
      Initially capitalized terms used and not otherwise defined herein are defined
      in
      the Texas Uniform Commercial Code (“UCC”).
      

     

    “Advance”
      means a
      Loan advanced by Lender to Borrower hereunder.

     

    “Affiliate”
      has the
      meaning assigned to such term in Rule 12b-2 of the General Rules and Regulations
      under the Exchange Act.

     

    “Basic
      Rate”
      means
      eight percent (8%) per annum.

     

    “Borrower’s
      Books”
      means
      all of Borrower’s books and records, including: ledgers; records concerning the
      Collateral, Borrower’s assets, liabilities, business operations or financial
      condition, on any media; and the equipment containing such
      information.

     

    “Business
      Day”
      means
      any day that is not a Saturday, Sunday or other day on which banks in the State
      of Texas are authorized or required to close.

     

    “Collateral”
      means:
      (i) all of the real property in which Borrower holds an ownership interest,
      including the properties listed on Exhibit
      B
      attached
      hereto; (ii) all property which comes into Lender’s possession in which a
      security interest is perfected by possession; and (iii) all products and
      proceeds of the foregoing, including proceeds of insurance and proceeds of
      proceeds. 

     

    “Commitment”
      means
      the Working Capital Needs, as determined on a periodic basis beginning on the
      Loan Commencement Date and ending on the Commitment Termination Date, not to
      exceed $250,000 in the aggregate.

     

    “Commitment
      Termination Date”
      means
      the earliest to occur of (i) December 31, 2005; (ii) any Default or Event of
      Default, or (iii) termination of the Acquisition. 

     

    “Deed
      of Trust”
      means
      the Deed(s) of Trust to be executed and delivered by Borrower to Lender to
      secure payment of the Notes by granting to Lender a deed of trust that is
      subordinate to only the Permitted Liens covering the Collateral.

     

    “Default”
      means
      any event that with the passing of time or the giving of notice or both would
      become an Event of Default. 

     

    “Default
      Rate”
      means
      the lesser of 12% per annum or the highest rate permitted by applicable
      law.

     

    “Event
      of Default”
      has the
      meaning given to that term in Section
      7.

     

    “Exchange
      Act”
      means
      the Securities and Exchange Act of 1934, as amended.

     

    “Funding
      Date”
      means
      any date on which an Advance is made to or on account of Borrower
      hereunder.

     

    “Governmental
      Authority”
      means
      (a) any federal, state, county, municipal or foreign government, or political
      subdivision thereof, (b) any governmental or quasi-governmental agency,
      authority, board, bureau, commission, department, instrumentality or public
      body, (c) any court or administrative tribunal or (d) with respect to
      any
      Person, any arbitration tribunal or other non-governmental authority to whose
      jurisdiction that Person has consented.

     

    “Indebtedness”
      means
      (i) all indebtedness for borrowed money or the deferred purchase price of
      property or services, (ii) all obligations evidenced by notes, bonds, debentures
      or similar instruments, (iii) all capital lease obligations, and (iv) all
      contingent obligations, including guaranties and obligations of reimbursement
      or
      respecting letters of credit. 

     

    “Lender’s
      Expenses”
      means
      all reasonable costs or expenses (including reasonable attorneys’ fees and
      expenses) incurred in connection with the preparation, negotiation,
      modification, administration or enforcement of the Loan or Loan Documents,
      or
      the exercise or preservation of any rights or remedies by Lender, whether or
      not
      suit is brought.

     

    “Lien”
      means
      any lien, security interest, pledge, bailment, lease, mortgage, hypothecation,
      conditional sales and title retention agreement, charge, claim or other
      encumbrance. 

     

    “Liquidation
      Event”
      means
      any of: (i) a merger of Borrower with another entity where the Borrower is
      not
      the surviving entity; (ii) the sale of all or substantially all of Borrower’s
      assets; or (iii) any transaction (or series of related transactions), other
      than
      the Acquisition, whereby the shareholders of Borrower owning at least 50% of
      the
      outstanding voting securities of Borrower immediately prior to such
      transaction(s) own less than 50% of the outstanding voting securities of
      Borrower immediately after such transaction(s), including a merger where the
      Borrower is the surviving entity. 

     

    “Loan”
      means
      all of the Advances, however evidenced, and all other amounts due or to become
      due hereunder. 

     

    “Loan
      Commencement Date”
      means
      October 24, 2005.

     

    “Loan
      Documents”
      means,
      collectively, this Agreement, the Notes, the Deed of Trust and all other
      documents, instruments and agreements entered into between Borrower and Lender
      in connection with the Loan, all as amended or extended from time to time.
      

     

    “Note”
      means a
      Secured Promissory Note in the form of Exhibit
      C.
      

     

    “Notice
      of Borrowing”
      means
      the form attached as Exhibit
      D.
      

     

    “Obligations”
      means
      all Loans, debt, principal, interest, fees, charges, Lender’s Expenses and other
      amounts, obligations, covenants, and duties owing by Borrower to Lender of
      any
      kind or description (whether pursuant to the Loan Documents or otherwise, and
      whether or not for the payment of money), whether direct or indirect, absolute
      or contingent, due or to become due, now existing or hereafter arising, and
      including any of the same obtained by Lender by assignment or otherwise, and
      all
      amounts Borrower is required to pay or reimburse by the Loan Documents, by
      law,
      or otherwise. 

     

    “Permitted
      Indebtedness”
      means:
      (i) the Loan; (ii) trade debt incurred in the ordinary course of Borrower’s
      business; (iii) indebtedness existing as of the Loan Commencement Date; and
      (iv)
      Indebtedness secured by clause (ii) and (iii) of Permitted Liens. 

     

    “Permitted
      Liens”
      means:
      (i) Liens in favor of Lender; (ii) Liens disclosed Exhibit
      E;
      (iii)
      Liens for taxes, fees, assessments or other governmental charges or levies
      not
      delinquent or being contested in good faith by appropriate proceedings, that
      do
      not jeopardize Lender’s interest in any Collateral; (iv) Liens to secure payment
      of worker’s compensation, employment insurance, old age pensions or other social
      security obligations of Borrower on which Borrower is current and are in the
      ordinary course of its business; provided none of the same diminish or impair
      Lender’s rights and remedies respecting the Collateral and (v) Liens upon or in
      any equipment acquired or held by Borrower (including existing liens on
      equipment disclosed in the Disclosure Schedule) to secure the purchase price
      of
      such equipment or indebtedness incurred solely for the purposes of financing
      the
      acquisition of such equipment, in an amount not to exceed $10,000.

     

    “Person”
      means
      and includes any individual, any partnership, any corporation, any business
      trust, any joint stock company, any limited liability company, any
      unincorporated association or any other entity and any domestic or foreign
      national, state or local government, any political subdivision thereof, and
      any
      department, agency, authority or bureau of any of the foregoing. 

     

    “Regulated
      Substance”
      means
      any substance, material or waste the use, generation, handling, storage,
      treatment or disposal of which is regulated by any local or state government
      authority. 

     

    “Related
      Person”
      means,
      with respect to a particular individual: (a) each other member of such
      individual’s Family; (b) any Person that is directly or indirectly controlled by
      any one or more members of such individual’s Family; (c) any Person in which
      members of such individual’s Family hold (individually or in the aggregate) a
      Material Interest; and (d) any Person with respect to which one or more members
      of such individual’s Family serves as a director, officer, partner, executor or
      trustee (or in a similar capacity). With respect to a specified Person other
      than an individual, “Related
      Person”
      means:
      (a) any Person that directly or indirectly controls, is directly or indirectly
      controlled by or is directly or indirectly under common control with such
      specified Person; (b) any Person that holds a Material Interest in such
      specified Person; (c) each Person that serves as a director, officer, partner,
      executor or trustee of such specified Person (or in a similar capacity); (d)
      any
      Person in which such specified Person holds a Material Interest; and (e) any
      Person with respect to which such specified Person serves as a general partner
      or a trustee (or in a similar capacity). For purposes of this definition,
      (x) “control” (including “controlling,”“controlled by,” and “under common
      control with”) means the possession, direct or indirect, of the power to direct
      or cause the direction of the management and policies of a Person, whether
      through the ownership of voting securities, by contract or otherwise, and shall
      be construed as such term is used in the rules promulgated under the Securities
      Act; (y) the “Family”
      of an
      individual includes (i) the individual, (ii) the individual’s spouse,
      (iii) any other natural person who is related to the individual or the
      individual’s spouse within the second degree and (iv) any other natural
      person who resides with such individual; and (z) “Material
      Interest”
      means
      direct or indirect beneficial ownership (as defined in Rule 13d-3 under
      the
      Exchange Act) of voting securities or other voting interests representing at
      least ten percent (10%) of the outstanding voting power of a Person or equity
      securities or other equity interests representing at least ten percent (10%)
      of
      the outstanding equity securities or equity interests in a Person.

     

    “Responsible
      Officer”
      means
      each of the President and the Chief Financial Officer of Borrower.

     

    “Subsidiary”
      or
Subsidiaries”
      means
with
      respect to any Person (the “Owner”),
      any
      corporation (other than corporations having no assets, liabilities and
      operations) or other Person of which securities or other interests having the
      power to elect a majority of that corporation’s or other Person’s board of
      directors or similar governing body, or otherwise having the power to direct
      the
      business and policies of that corporation or other Person (other than securities
      or other interests having such power only upon the happening of a contingency
      that has not occurred), are held by the Owner or one or more of its
      Subsidiaries.

     

    “Term”
      means
      the period from and after the date hereof until the full, final and indefeasible
      payment of all Obligations.

     

    “Working
      Capital Needs”
      means
      the projected deficit in cash flows of Borrower for a specified period as set
      forth in each Notice of Borrowing.

     

    1.2  Interpretation

     

    .
      References to “Articles,”“Sections,”“Exhibits,” and “Schedules” are to
      articles, sections, exhibits and schedules herein and hereto unless otherwise
      indicated. “Hereof,”“herein” and “hereunder” refer to this Agreement as a
      whole. “Including” is not limiting. All accounting and financial computations
      shall be computed in accordance with generally accepted accounting principles
      consistently applied (“GAAP”).
“Or”
      is not necessarily exclusive. All interest computations shall be based on a
      360
      day year and actual days elapsed. 

     

    2.  The
      Loans 

     

    2.1  Commitment

     

    .
      Subject
      to the terms and conditions of this Agreement, Lender will make Advances to
      Borrower up to the principal amount of the Commitment before the Commitment
      Termination Date. The aggregate principal amount of the Advances shall not
      exceed the Commitment. Notwithstanding anything in the Loan Documents to the
      contrary, Lender’s obligation to make any Advances or to lend the undisbursed
      portion of the Commitment shall terminate on the Commitment Termination Date.
      Repaid principal of the Advances may not be re-borrowed.

     

    2.2  Use
      of Proceeds; The Advances

     

    .
      The
      proceeds of the Advances shall be used solely for working capital purposes.
      A
      Note setting forth the specific terms of repayment will evidence each Advance.
      Absence of a Note evidencing any portion of the Loan shall not impair Borrower’s
      obligation to repay it to Lender. 

     

    2.3  Terms
      of Payment, Repayment

     

    .
      

     

    (a)  Repayment.
      Borrower shall pay principal and interest on each Advance from the date it
      is
      made until it has been paid in full, on the terms set forth in the applicable
      Note. Amounts not paid when due hereunder shall bear interest at the Default
      Rate. If a court of competent jurisdiction determines that Lender has received
      payments that, if interest, would exceed the maximum lawfully permitted, Lender
      will instead apply such money to fees and expenses and then to early prepayment
      of principal. 

     

    (b)  Form
      of Repayment.
      All
      payments due to Lender must be in cash or by wire transfer of good same day
      or
      immediately available funds and in lawful money of the United States. Borrower
      shall make all payments due to Lender at Lender’s address specified in
Section 10
      or, if
      by wire transfer, to an account designated by Lender.

     

    (c)  Default
      Rate.
      While
      an Event of Default has occurred and is continuing, interest on the Loan shall
      be increased to the Default Rate. Lender’s failure to charge or accrue interest
      at the Default Rate during the existence of a Default shall not be deemed a
      waiver by Lender of its right or claim thereto. 

     

    (d)  Date.
      Whenever any payment due under the Loan Documents is due on a day other than
      a
      Business Day, such payment shall be made on the next succeeding Business Day,
      and such extension of time shall be included in the computation of interest
      or
      fees, as the case may be. 

     

    3.  Conditions
      of Advances; Procedure for Requesting Advances 

     

    3.1  Conditions
      Precedent to Any and All Advances

     

    .
      The
      obligation of Lender to make any Advances is subject to each and every of the
      following conditions precedent in form and substance satisfactory to Lender
      in
      its sole discretion: (i) this Agreement, the Deed of Trust, a Note evidencing
      the Advance and all other financing statements and other documents (including
      the Loan Documents) required or as specified herein have been duly authorized,
      executed and delivered to Lender; (ii) all third party consents required by
      Lender; (iii) no Default or Event of Default has occurred and is continuing;
      (iv) delivery of a Notice of Borrowing with respect to the proposed Advance
      (v) Lender’s security interests in the Collateral are valid and first
      priority (subject and subordinate only to the Permitted Liens); and (vi) all
      such other items as Lender may deem necessary or appropriate have been delivered
      or satisfied. The extension of an Advance prior to the receipt by Lender of
      any
      of the foregoing shall not constitute a waiver by Lender of Borrower’s
      obligation to deliver such item. 

     

    3.2  Procedure
      for Making Advances

     

    .
      For any
      Advance, Borrower shall provide Lender a Notice of Borrowing at least 5 business
      days prior to the desired Funding Date. Borrower shall execute and deliver
      to
      Lender a Note and such other documents and instruments as Lender may reasonably
      require for each Advance made. Borrower will hold Lender harmless from any
      losses on account of any Advance made pursuant to any oral or written request
      that Lender in good faith believes to have been made by an authorized
      representative of Borrower (including any employee of Borrower, whether or
      not a
      Responsible Officer) and all such Advances shall be deemed Obligations hereunder
      for all purposes hereunder. 

     

    4.  Representations
      and Warranties

     

    Borrower
      represents, warrants and covenants as follows: 

     

    4.1  Due
      Organization and Qualification

     

    .
      Each of
      Borrower and its Subsidiaries is a corporation duly organized, validly existing
      and in good standing under the laws of its state of incorporation and qualified
      and licensed to do business in, and is in good standing in, any state in which
      the conduct of its business or its ownership of property requires that it be
      so
      qualified or in which the Collateral is located. 

     

    4.2  Authority

     

    .
      Borrower has all power, authority and third party consents necessary to execute,
      deliver and perform the Loan Documents.

     

    4.3  Conflict
      with Other Instruments, etc. Neither
      the execution and delivery of any Loan Document to which Borrower (or its
      Subsidiaries) is a party nor the consummation of the transactions therein
      contemplated nor compliance with the terms, conditions and provisions thereof
      will conflict with or result in a material breach of any of the terms,
      conditions or provisions of the articles of incorporation and the by-laws,
      or
      other organizational documents, of Borrower (or such Subsidiaries) or any law
      or
      any regulation, order, writ, injunction or decree of any court or governmental
      instrumentality or any material agreement or instrument to which Borrower (or
      such Subsidiaries) is a party or by which it (or such Subsidiaries) or any
      of
      its (or such Subsidiaries’) properties is bound or to which it (or such
      Subsidiaries) or any of its (or such Subsidiaries’) properties is subject, or
      constitute a default thereunder or result in the creation or imposition of
      any
      Lien, other than Permitted Liens.

     

    4.4  Authorization;
      Enforceability

     

    .
      The
      execution and delivery hereof, the granting of the security interest in the
      Collateral, the incurring of the Loan, the execution and delivery of all Loan
      Documents and the consummation of the transactions herein and therein
      contemplated have been duly authorized by all necessary action by Borrower.
      The
      Loan Documents constitute legal, valid and binding obligations of Borrower,
      enforceable in accordance with their terms.

     

    4.5  No
      Prior Encumbrances

     

    .
      Borrower has (or Borrower’s Subsidiaries have) good and indefeasible title to
      the Collateral, free and clear of liens, claims, security interests, or
      encumbrances, except for other Permitted Liens. 

     

    4.6  Litigation

     

    .
      Borrower will promptly notify Lender in writing of any action, proceeding or
      governmental investigation involving Borrower, any Subsidiary of Borrower or
      the
      Collateral. 

     

    4.7  Consents
      and Approvals

     

    .
      No
      approval, authorization or consent of any trustee or holder of any indebtedness
      or obligation of Borrower or of any other Person under any material agreement,
      contract, lease or license or similar document or instrument to which Borrower
      is a party or by which Borrower is bound, is required to be obtained by Borrower
      in order to make or consummate the transactions contemplated under the Loan
      Documents. All consents and approvals of, filings and registrations with, and
      other actions in respect of, all Governmental Authorities required to be
      obtained by Borrower in order to make or consummate the transactions
      contemplated under the Loan Documents have been, or prior to the time when
      required will have been, obtained, given, filed or taken and are or will be
      in
      full force and effect. 

     

    4.8  Full
      Disclosure

     

    .
      No
      representation, warranty or other statement made by Borrower in any Loan
      Document, certificate or written statement furnished to Lender contains any
      untrue statement of a material fact or omits to state a material fact necessary
      to make the statements contained in such certificates or statements not
      misleading. 

     

    4.9  Regulated
      Substances

     

    .
      Borrower complies and will comply with all laws respecting Regulated Substances.
      

     

    4.10  Automatic
      Reaffirmation

     

    .
      Each
      Notice of Borrowing will constitute (i) an automatic warranty and representation
      that there does not exist any Default and (ii) a reaffirmation as of the date
      thereof of all of the representations and warranties contained in this Agreement
      and the Loan Documents. 

     

    5.  Affirmative
      Covenants

     

    Borrower
      covenants and agrees that it shall do all of the following: 

     

    5.1  Good
      Standing and Compliance

     

    .
      Borrower and each Subsidiary of Borrower shall maintain all licenses, rights
      and
      agreements necessary for its operations or business and comply with all
      statutes, laws, ordinances and government rules and regulations to which it
      is
      subject. 

     

    5.2  Notice
      of Defaults

     

    .
      Upon
      any Default or Event of Default, immediately deliver to Lender a written notice
      setting forth the facts relating to or giving rise thereto, and the Borrower’s
      proposed action with respect thereto. 

     

    5.3  Use;
      Maintenance

     

    .
      Borrower, at its expense, shall (i) maintain the Collateral in good condition,
      reasonable wear and tear excepted, and will comply in all material respects
      with
      all laws, rules and regulations regarding use and operation of the Collateral
      and (ii) repair or replace any lost or damaged Collateral. 

     

    5.4  Insurance

     

    .
      Borrower and each of its Subsidiaries, at its own expense, shall maintain
      insurance in amounts and coverages reasonably satisfactory to Lender. Each
      insurance shall: (i) name Lender loss payee or additional insured, as
      appropriate, (ii) provide for insurer’s waiver of its right of subrogation
      against Lender and Borrower (and such Subsidiaries, as applicable), (iii)
      provide that such insurance shall not be invalidated by any action of, or breach
      of warranty by, Borrower (or any such Subsidiary) and waive set-off,
      counterclaim or offset against Lender, (iv) be primary without a right of
      contribution of Lender’s insurance, if any, or any obligation on the part of
      Lender to pay premiums of Borrower (or any such Subsidiary), and (v) require
      the
      insurer to give Lender at least 30 days prior written notice of cancellation.
      Borrower shall furnish all certificates of insurance required by Lender.


     

    5.5  Loss
      Proceeds

     

    .
      So long
      as no Default has occurred, any proceeds of insurance on or condemnation of
      Collateral shall, at Borrower’s election and so long as Lender’s security
      interest in such proceeds remains first priority (subject to the prior rights
      of
      the Permitted Liens), be used either to repair or replace such Collateral.
      

     

    5.6  Further
      Assurances

     

    .
      At any
      time and from time to time, Borrower shall execute and deliver such further
      instruments and take such further action as Lender may reasonably request to
      effect the intent and purposes hereof, to perfect and continue perfected and
      of
      first priority Lender’s security interests in the Collateral (subject and second
      only to the Permitted Liens). 

     

    6.  NEGATIVE
      COVENANTS

     

    Borrower
      will not do, and will not permit any Subsidiary of Borrower to do, without
      the
      prior written consent of Lender, any of the following: 

     

    6.1  Location
      of Offices

     

    .
      Change
      its chief executive office or principal place of business or remove, except
      in
      the ordinary course of Borrower’s (or such Subsidiary’s) business, Borrower’s
      Books from the premises listed in Section
      10
      without
      giving 30 days prior written notice to Lender. 

     

    6.2  Extraordinary
      Transactions

     

    .
      Enter
      into any transaction, other than the Acquisition, not in the ordinary course
      of
      Borrower’s (or the Subsidiary’s) business, including the sale, lease, license or
      other disposition of its assets, other than sales of inventory in the ordinary
      course of Borrower’s (or the Subsidiary’s) business.

     

    6.3  Restructure

     

    .
      Make
      any material change in Borrower’s (or such Subsidiary’s) legal and corporate
      structure or deviate in any material respect from its current line of business
      (other than pursuant to the Acquisition); cause a Liquidation Event (other
      than
      the sale of common stock to equity investors which does not result in a change
      of control of Borrower); or suspend operation of Borrower’s or such Subsidiary’s
      business. 

     

    6.4  Liens

     

    .
      Create,
      incur, assume or suffer to exist any Lien of any kind with respect to any of
      its
      property, whether now owned or hereafter acquired, except for Permitted
      Liens.

     

    6.5  Distributions

     

    .
      Pay any
      dividends or distributions, or redeem or purchase, any capital stock.


     

    6.6  Transactions
      With Affiliates

     

    .
      Directly or indirectly enter into any transaction with any Affiliate or Related
      Person unless such transaction is (i) in the ordinary course of Borrower’s or
      such Subsidiary’s business, (ii) on terms no less favorable to Borrower or such
      Subsidiary than would be obtained in an arm’s length transaction with a
      non-affiliated or related entity, and (iii) for the purchase of raw materials
      only. 

     

    6.7  Subsidiary
      Ownership

     

    .
      With
      respect to Borrower, cease to own and control, beneficially and of record,
      the
      percent ownership of each of its Subsidiaries held on the date
      hereof.

     

    7.  Events
      of Default

     

    Any
      one
      or more of the following shall constitute an Event of Default by Borrower
      hereunder: 

     

    7.1  Payment
      Defaults

     

    .
      Borrower fails to pay within 5 days of the date when due (and payable in
      accordance with the Loan Documents) any portion of the Obligations.


     

    7.2  Covenant
      Defaults

     

    .
      Borrower fails or neglects to perform, keep, or observe any other term,
      provision, condition, covenant, or agreement contained in this Agreement, in
      any
      of the other Loan Documents, or in any other present or future agreement between
      Borrower and Lender and has failed to cure such failure within 10 days after
      its
      occurrence. 

     

    7.3  Attachment
      or Foreclosure

     

    .
      Any of
      the Collateral is attached, seized, subjected to foreclosure proceedings,
      subject to a government levy, lien, writ or distress warrant, or comes into
      the
      possession of any trustee or receiver and the same is not returned, removed,
      waived, stayed, discharged or rescinded within 10 days.

     

    7.4  Other
      Agreements

     

    .
      There
      is a default in any agreement to which Borrower (or any Subsidiary of Borrower)
      is a party resulting in a right by a third party, whether or not exercised,
      to
      accelerate the maturity of any Indebtedness. 

     

    7.5  Judgments

     

    .
      One or
      more judgments for an aggregate of at least $50,000 is rendered against Borrower
      (or any Subsidiary of Borrower) and remains unsatisfied and unstayed for more
      than 30 days. 

     

    7.6  Injunction

     

    .
      Either
      Borrower or any of its Subsidiaries is enjoined, restrained, or in any way
      prevented by court order from continuing to conduct any material part of its
      business affairs, or if a judgment or other claim becomes a Lien upon any
      material portion of Borrower’s or such Subsidiary’s assets. 

     

    


     

    7.7  Misrepresentation

     

    .
      Any
      representation, statement, or report made to Lender by Borrower or any
      Responsible Officer or authorized officer, employee, agent, or director of
      Borrower purporting to speak on behalf of Borrower (or any Subsidiary of
      Borrower) was false or misleading when made. 

     

    7.8  Enforceability

     

    .
      Lender’s ability to enforce its rights against Borrower, any Subsidiary of
      Borrower, or any Collateral is impaired in any material respect, or Borrower
      (or
      any Subsidiary of Borrower) asserts that any of the Loan Documents, or any
      other
      agreement, document or instrument delivered in connection with the Loan is
      not a
      legal, valid and binding obligation of Borrower (or any Subsidiary of Borrower)
      enforceable in accordance with its terms, or any subordinating creditor breaches
      or purports to rescind or terminate its agreement with Lender. 

     

    7.9  Involuntary
      Bankruptcy

     

    .
      Either
      Borrower’s or any Subsidiary of Borrower’s involuntary bankruptcy case remains
      undismissed or unstayed for 30 days or, if earlier, an order granting the relief
      sought is entered. 

     

    7.10  Voluntary
      Bankruptcy or Insolvency

     

    .
      Either
      Borrower or any Subsidiary of Borrower commences a voluntary case under
      applicable bankruptcy or insolvency law, consents to the entry of an order
      for
      relief in an involuntary case under any such law, or consents or is subject
      to
      the appointment of or taking possession by a receiver, liquidator, assignee,
      trustee, custodian or other similar official of Borrower (or any Subsidiary
      of
      Borrower) or any substantial part of its property (or that of any Subsidiary
      of
      Borrower), or makes an assignment for the benefit of creditors, or fails
      generally or admits in writing to its inability to pay its debts as they become
      due, or takes any corporate action in furtherance of any of the foregoing.
      

     

    7.11  Merger
      Without Assumption

     

    .
      Either
      Borrower or any Subsidiary of Borrower is acquired by or merges into any other
      business entity, and such acquirer or resulting entity either: (i) does not
      provide an unconditional, unlimited guaranty of the Obligations in form and
      substance satisfactory to Lender or (ii) is of a credit quality unacceptable
      to
      Lender.

     

    8.  Lender’s
      Rights and Remedies 

     

    8.1  Rights
      and Remedies

     

    .
      Upon
      the occurrence and continuance of any Event of Default, Lender may, at its
      election, without notice of election and without demand, do any one or more
      of
      the following, all of which are authorized by Borrower: (i) accelerate and
      declare the Loan and all Obligations immediately due and payable; (ii) make
      such
      payments and do such acts as Lender considers necessary or reasonable to protect
      its security interest in the Collateral, with such amounts becoming Obligations
      bearing interest at the Default Rate; (iii) exercise any and all other rights
      and remedies available under the UCC or otherwise; (iv) exercise any rights
      with
      respect to the Collateral permitted under the Deed of Trust; and (v) without
      notice to Borrower, set off and recoup against any portion of the Obligations.
      

     

    8.2  Charges

     

    .
      If
      Borrower fails to pay any amounts required hereunder to be paid by Borrower
      to
      any third party, Lender may at its option pay any part thereof and any amounts
      so paid including Lender’s Expenses incurred shall become Obligations,
      immediately due and payable, bearing interest at the Default Rate, and secured
      by the Collateral. Any such payments by Lender shall not constitute an agreement
      to make similar payments or a waiver of any Event of Default. 

     

    8.3  Remedies
      Cumulative

     

    .
      Lender’s rights and remedies under the Loan Documents and all other agreements
      with Borrower shall be cumulative. Lender shall have all other rights and
      remedies as provided under the UCC, by law, or in equity. No exercise by Lender
      of one right or remedy shall be deemed an election, and no waiver by Lender
      of
      any Event of Default shall be deemed a continuing waiver. No delay by Lender
      shall constitute a waiver, election, or acquiescence. 

     

    8.4  Application
      of Collateral Proceeds

     

    .
      Lender
      will apply proceeds of sale, to the extent actually received in cash, in the
      manner and order the Lender determines in its sole discretion, and as prescribed
      by applicable law.

     

    8.5  Reinstatement
      of Rights

     

    .
      If
      Lender
      shall have proceeded to enforce any right under this Agreement or any other
      Loan
      Document by foreclosure, sale, entry or otherwise, and such proceedings shall
      have been discontinued or abandoned for any reason or shall have been determined
      adversely, then and in every such case (unless otherwise ordered by a court
      of
      competent jurisdiction), Lender shall be restored to its former position and
      rights hereunder with respect to the property subject to the security interest
      created under this Agreement. 

     

    9.  Waivers;
      Indemnification 

     

    9.1  Waivers

     

    .
      Without
      limiting the generality of the other waivers made by Borrower herein, to the
      maximum extent permitted under applicable law, Borrower hereby irrevocably
      waives all of the following: (i) any right to assert against Lender as a
      defense, counterclaim, set-off or crossclaim, any defense (legal or equitable),
      set-off, counterclaim, crossclaim and/or other claim (a) which Borrower may
      now
      or at any time hereafter have against any party liable to Lender in any way
      or
      manner, or (b) arising directly or indirectly from the present or future lack
      of
      perfection, sufficiency, validity and/or enforceability of any Loan Document,
      or
      any security interest; (ii) presentment, demand and notice of presentment,
      dishonor, notice of intent to accelerate, protest, default, nonpayment,
      maturity, release, compromise, settlement, extension or renewal of any or all
      accounts, documents, instruments, chattel paper and guaranties at any time
      held
      by Lender on which Borrower may in any way be liable and hereby ratifies and
      confirms whatever Lender may do in this regard; (iii) the benefit of all
      marshalling, valuation, appraisal and exemption laws; (iv) the right, if any,
      to
      require Lender to (a) proceed against any person liable for any of the
      Obligations as a condition to or before proceeding hereunder; or (b) foreclose
      upon, sell or otherwise realize upon or collect or apply any other property,
      real or personal, securing any of the Obligations, as a condition to, or before
      proceeding hereunder; (v) any demand for possession before the commencement
      of
      any suit or action to recover possession of Collateral; and (vi) any requirement
      that Lender retain possession and not dispose of Collateral until after trial
      or
      final judgment. 

     

    9.2  Lender’s
      Liability for Collateral

     

    .
      Lender
      shall not in any way or manner be liable or responsible for: (i) any loss or
      damage to the Collateral occurring or arising in any manner or fashion from
      any
      cause; or (ii) any diminution in the value thereof. All risk of loss, damage
      or
      destruction of the Collateral shall be borne by Borrower. Lender will have
      no
      responsibility for taking any steps to preserve rights against any parties
      respecting any Collateral. Lender’s powers hereunder are conferred solely to
      protect its interest in the Collateral and do not impose any duty to exercise
      any such powers. None of Lender or any of its officers, directors, employees,
      agents or counsel will be liable for any action lawfully taken or omitted to
      be
      taken hereunder or in connection herewith (excepting gross negligence or willful
      misconduct), nor under any circumstances have any liability to Borrower for
      lost
      profits or other special, indirect, punitive, or consequential damages.


     

    9.3  Indemnification

     

    .
      Borrower shall, on an after tax basis, defend, indemnify, and hold Lender and
      each of its officers, directors, employees, counsel, partners, agents and
      attorneys-in-fact (each, an “Indemnified
      Person”)
      harmless from and against any and all liabilities, obligations, losses, damages,
      penalties, actions, judgments, suits, costs, charges, expenses or disbursements
      (including Lender’s Expenses and reasonable attorney’s fees) of any kind or
      nature whatsoever with respect to the execution, delivery, enforcement,
      performance and administration of this Agreement and any other Loan Documents,
      or the transactions contemplated hereby and thereby, with respect to
      noncompliance with laws or regulations respecting Regulated Substances, or
      any
      Lien not created by Lender or right of another against any Collateral, even
      if
      the Collateral is foreclosed upon or sold pursuant hereto, and with respect
      to
      any investigation, litigation or proceeding before any agency, court or other
      governmental authority relating to this Agreement or the Advances or the use
      of
      the proceeds thereof, whether or not any Indemnified Person is a party thereto
      (all the foregoing, collectively, the “Indemnified
      Liabilities”);
      provided,
      that
      Borrower shall have no obligation hereunder to any Indemnified Person with
      respect to Indemnified Liabilities arising from the gross negligence or willful
      misconduct of such Indemnified Person. The obligations in this Section shall
      survive the Term. At the election of any Indemnified Person, Borrower shall
      defend such Indemnified Person using legal counsel satisfactory to such
      Indemnified Person, at the sole cost and expense of Borrower. All amounts owing
      under this Section shall be paid within 30 days after written demand.


     

    10.  Notices

     

    All
      notices shall be in writing and personally delivered or sent by certified mail,
      postage prepaid, return receipt requested, or by confirmed facsimile, at the
      respective addresses set forth below: 

     

    If
      to
      Borrower:

     

    Sterling
      Equity Holdings, Inc.

    1600
      Airport Freeway, Suite 370

    Bedford,
      Texas 76022

    Facsimile:
      (817) 358-0585

    Attn:
      Thomas Mathew

    


    If
      to
      Lender:

    


    ITI
      Capital, Inc.

    __________________

    __________________

    Facsimile:
      (___) _________

    Attn:
      Ron
      F. Bearden

     

    11.  General
      Provisions 

     

    11.1  Successors
      and Assigns

     

    .
      This
      Agreement shall bind and inure to the benefit of the parties’ respective
      successors and permitted assigns. Borrower may not assign any rights hereunder
      without Lender’s prior written consent, which consent may be granted or withheld
      in Lender’s sole discretion. Lender shall have the right without the consent of
      or notice to Borrower to sell, transfer, negotiate, or grant participations
      in
      all or any part of any Loan Document. 

     

    11.2  Time
      of Essence

     

    .
      Time is
      of the essence for the performance of all Obligations. 

     

    11.3  Severability
      of Provisions

     

    .
      Each
      provision hereof shall be severable from every other provision in determining
      its legal enforceability. 

     

    11.4  Entire
      Agreement

     

    .
      This
      Agreement and each of the other Loan Documents dated as of the date hereof,
      taken together, constitute and contain the entire agreement between Borrower
      and
      Lender with respect to their subject matter and supersede any and all prior
      agreements, negotiations, correspondence, understandings and communications
      between the Borrower and Lender, whether written or oral. This Agreement is
      the
      result of negotiations between and has been reviewed by the Borrower and Lender
      as of the date hereof and their respective counsel; Accordingly, this Agreement
      shall be deemed to be the product of the parties hereto, and no ambiguity shall
      be construed in favor of or against Borrower or Lender. This Agreement may
      only
      be modified with the written consent of Lender. Any waiver or consent with
      respect to any provision of the Loan Documents shall be effective only in the
      specific instance and for the specific purpose for which it was given. No notice
      to or demand on Borrower in any one case shall entitle Borrower to any other
      or
      further notice or demand in similar or other circumstances. 

     

    11.5  Reliance
      By Lender

     

    .
      All
      covenants, agreements, representations and warranties made herein by Borrower
      shall, notwithstanding any investigation by Lender, be deemed to be material
      to
      and to have been relied upon by Lender. 

     

    11.6  No
      Set-Offs By Borrower

     

    .
      All
      sums payable by Borrower pursuant to this Agreement or any of the other Loan
      Documents shall be payable without notice or demand and shall be payable in
      United States Dollars without set-off or reduction of any manner whatsoever.
      

     

    11.7  Counterparts

     

    .
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, and all of which, when taken together, shall
      constitute one and the same original instrument. 

     

    11.8  Survival

     

    .
      All
      covenants, representations and warranties made in this Agreement shall continue
      in full force and effect so long as any Obligations remain outstanding.


     

    11.9  Relationship
      of Parties

     

    .
      The
      relationship between Borrower and Lender is, and at all times shall remain,
      solely that of a borrower and lender. Lender is not a partner or joint venturer
      of Borrower; nor shall Lender under any circumstances be deemed to be in a
      relationship of confidence or trust or have a fiduciary relationship with
      Borrower or any of its Affiliates, or to owe any fiduciary duty to Borrower
      or
      any of its Affiliates. Lender does not undertake or assume any responsibility
      or
      duty to Borrower or any of its Affiliates to select, review, inspect, supervise,
      pass judgment upon or otherwise inform any of them of any matter in connection
      with its or their property, the Loans, any Collateral or the operations of
      Borrower or any of its Affiliates. Borrower and each of its Affiliates shall
      rely entirely on their own judgment with respect to such matters, and any
      review, inspection, supervision, exercise of judgment or supply of information
      undertaken or assumed by Lender in connection with such matters is solely for
      the protection of Lender and neither Borrower nor any Affiliate is entitled
      to
      rely thereon. 

     

    11.10  Choice
      of Law and Venue; Jury Trial Waiver

     

    .
      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE
      INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
      OF LAW. EACH OF BORROWER AND LENDER HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION
      OF THE STATE AND FEDERAL COURTS LOCATED IN THE CITY OF HOUSTON AND COUNTY OF
      HARRIS, STATE OF TEXAS. BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS
      TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
      ANY
      OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING
      CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
      OR
      STATUTORY CLAIMS. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION
      IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY
      TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. 

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

     

    
      	
              STERLING
                EQUITY HOLDINGS, INC.

               

            	
              ITI
                CAPITAL, INC.

               

            
	
              By: _________________________

              Name: Thomas
                Mathew

              Title: President

            	
              By: ________________________

              Name: Ron
                F. Bearden

              Title: Title