Exhibit 10.51


EIGHTH
AMENDMENT TO


AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT AND


MODIFICATION OF AMENDED AND RESTATED REVOLVING CREDIT NOTE


This Eighth Amendment to Amended and
Restated Loan and Security Agreement and Modification of Amended and Restated
Revolving Credit Note (the “Eighth Amendment”), dated as of the 9th day of June, 2007 is made by and among IWT
TESORO CORPORATION, a Nevada corporation with its chief executive office and
principal place of business at Suite 10, 191 Post Road West, Westport,
Connecticut 06880, INTERNATIONAL WHOLESALE TILE, INC., a Florida corporation
with its chief executive office and principal place of business at 3500 S.W. 42nd Avenue, Palm City, Florida 34990; THE TILE
CLUB, INC., a Delaware corporation with its chief executive office and
principal place of business at Suite 10, 191 Post Road West, Westport,
Connecticut 06880 (“The Tile Club”), and TESORO DIRECT, INC. f/k/a IMPORT
FLOORING GROUP, INC., a Delaware corporation with its chief executive office
and principal place of business at Suite 10, 191 Post Road West, Westport,
Connecticut 06880 (“Tesoro”) (jointly and severally and together with their
successors and assigns, collectively, the “Borrower”) and BANK OF AMERICA,
N.A., with an office at 200 Glastonbury Boulevard, Glastonbury, Connecticut
06033 (the “Lender”).


W I T N E S S E T H:


WHEREAS, Borrower and the Lender are parties to a certain Amended and
Restated Loan and Security Agreement dated as of December 31, 2004, as amended
by that certain First Amendment to Amended and Restated Loan and Security
Agreement dated April 25, 2005, that certain Second Amendment to Amended and
Restated Loan and Security Agreement dated June 30, 2005, that certain Third
Amendment to Amended and Restated Loan and Security Agreement dated November
17, 2005, that certain Fourth Amendment to Amended and Restated Loan and
Security Agreement dated March 31, 2006, that certain Fifth Amendment to
Amended and Restated Loan and Security Agreement dated September 5, 2006, that
certain Sixth Amendment to Amended and Restated Loan and Security Agreement and
Modification of Amended and Restated Revolving Credit Note dated as of December
10, 2006 and that certain Seventh Amendment to Amended and Restated Loan and
Security Agreement and Modification of Amended and Restated Revolving Credit
Note dated as of March 10, 2007 (collectively, the “Loan Agreement”), pursuant
to which the Lender agreed to extend to Borrower a revolving loan in the
principal amount of up to $26,500,000 (“Loan”); and


WHEREAS, the Loan is evidenced by that certain Second Amended and
Restated Revolving Credit Note dated as of September 5, 2006 in the original
principal amount of Twenty-Six Million Five Hundred Thousand and 00/100 Dollars
($26,500,000.00) (the “Note”); and


WHEREAS, Borrower and Lender desire to amend the Loan Agreement and the
Note in certain respects; and


WHEREAS, Section 11.3 of the Loan Agreement provides, in part, that no
modification or amendment of the Loan Agreement shall be effective unless the
same shall be in writing and signed by the parties thereto;


NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto agree as follows:












1.             Defined Terms. Capitalized terms used in this Eighth
Amendment which are defined in the Loan Agreement shall have the same meanings
as defined therein, unless otherwise defined herein.


2.             Amendment of Loan Agreement.


(a)           Section
4.1 of the Loan Agreement, entitled “Term of the Agreement”, is hereby
deleted in its entirety and replaced with the following:


4.1           Term of Agreement.  Subject to Lender’s right to cease making
Loans to Borrower upon or after the occurrence of any Default or Event of
Default, this Agreement shall be in effect for a period, through and including
September 10, 2007 (the “Term”).


(b)           The following Section, entitled “Minimum EBITDA” is hereby added
as a new Section 8.3.4 of the Loan Agreement:


8.3.4        Minimum
EBITDA.  Maintain EBITDA of not less than the
following amounts for each of the following calendar months in the 2007 fiscal
year:


	
  Amount

  	
   

  	
  Calendar Month

  
	
   

  	
   

  	
   

  
	
  $175,000.00

  	
   

  	
  June

  
	
  $150,000.00

  	
   

  	
  July

  
	
  $165,000.00

  	
   

  	
  August

  
	
  $130,000.00

  	
   

  	
  September

  



 


This covenant shall be
tested on the last day of each calendar month by reference to the calendar
month then ending.


3.             Amendment of Note.  The Note is hereby amended by deleting the
phrase, “March 10, 2007” in the tenth (10th) line of the first (1st) paragraph thereof and replacing it with
the phrase, “September 10, 2007”.


4.             No Other Changes. Except as explicitly amended by this Eighth
Amendment, all of the terms and conditions of the Loan Agreement shall remain
in full force and effect and shall apply to any loan, letter of credit or swing
line loans thereunder.


5.             Representations and Warranties. Borrower hereby represents and warrants to
Lender as follows:


(a)           Borrower has all requisite power and
authority to execute this Eighth Amendment and to perform all of its obligations hereunder, and this Eighth
Amendment has been duly executed
and delivered by Borrower and constitutes
the legal, valid and binding obligation of Borrower, enforceable in accordance
with its terms.


(b)           The execution, delivery and performance by
Borrower of this Eighth Amendment have been duly authorized by all necessary
corporate action and do not (i) require any authorization, consent or approval
by any governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, (ii) violate any provision of any
law, rule or regulation or of any order, writ, injunction or decree presently
in effect, having applicability to Borrower, or the articles of 



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incorporation
or by-laws of Borrower, or (iii) result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other agreement,
lease or instrument to which Borrower is a party or by which it or its
properties may be bound or affected.


(c)           All of the representations and warranties
contained in Section 7 of the Loan Agreement are correct on and as of the date
hereof as though made on and as of such date, except to the extent that such
representations and warranties relate solely to an earlier date.


6.             References. All references in the Loan Agreement to “this Agreement” shall be
deemed to refer to the Loan Agreement as amended hereby; and any and all
references in the Loan Documents to the Loan Agreement shall be deemed to refer
to the Loan Agreement as amended hereby.


7.             Release. Borrower hereby absolutely and unconditionally releases and forever
discharges the Lender, and any and all participants, parent corporations,
subsidiary corporations, affiliated corporations, insurers, indemnitors,
successors and assigns thereof, together with all of the present and former
directors, officers, agents and employees of any of the foregoing, from any and
all claims, demands or causes of action of any kind, nature or description,
whether arising in law or equity or upon contract or tort or under any state or
federal law or otherwise, which Borrower has had, now has or has made claim to
have against any such person for or by reason of any act, omission, matter,
cause or thing whatsoever arising from the beginning of time to and including
the date of this Eighth Amendment, whether such claims, demands and causes of action
are matured or unmatured or known or unknown.


8.             Confirmation of other Loan Documents. 
Borrower agrees notwithstanding the amendment of the Loan Agreement
pursuant to this Eighth Amendment, that the other Loan Documents and its
agreements, covenants, obligations, representations and warranties thereunder
and therein are hereby expressly ratified, confirmed and restated.


9.             Benefit.  This Eighth Amendment shall
inure to the benefit of and bind the parties hereto and their respective
successors and assigns.


10.           Fees and Expenses. 
Borrower agrees to pay:


(a)           the reasonable legal and other fees,
commissions, costs, charges, taxes and other expenses incurred by Lender in
connection with the preparation, execution and delivery of this Eighth
Amendment; and the fees and disbursements of Lender’s counsel; and


(b)           an amendment fee in the amount of Fifteen
Thousand and 00/100 Dollars ($15,000.00), which amendment fee is deemed upon
receipt by Lender fully earned and non-refundable under any circumstance.


11.           Limitation.  The foregoing does not
constitute an agreement by the Lender to consent to additional transactions or
amendments to the various provisions of the Loan Agreement.  The Borrower hereby acknowledges that the
Lender shall be entitled to require strict compliance by the Borrower with the
Loan Agreement and the Loan Documents.


12.           Confirmation of Forbearance Agreement. 
Borrower agrees notwithstanding the amendment of the Loan Agreement
pursuant to this Eighth Amendment, that that certain Forbearance Agreement by
and between Lender and Borrower dated November 2, 2006 and its agreements, 



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covenants,
obligations, representations and warranties thereunder and therein are hereby
expressly ratified, confirmed and restated and in no way modified or amended by
the terms hereof.


13.           Crisis
Consultant.  Borrower covenants and agrees that, within
five (5) business days of the date hereof, Borrower shall engage a crisis
consultant acceptable to Lender, in its reasonable discretion, to improve
Borrower’s liquidity, operating performance and profitability (collectively, “Borrower
Deficiencies”), which crisis consultant shall deliver to Lender a written
report within thirty (30) days of the date hereof outlining the current status
of the Borrower Deficiencies and recommendations to improve such Borrower
Deficiencies (“Crisis Report”).  Upon
receipt by Lender of the Crisis Report, Borrower and Lender shall agree in
writing upon affirmative covenants, benchmarks and/or financial covenants to
improve such Borrower Deficiencies.


14.           Miscellaneous.  This
Eighth Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original and all of which
counterparts, taken together, shall constitute one and the same instrument.


[signature page follows]



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[Signature
Page to Eighth Amendment to Amended and Restated Loan and Security


Agreement and Modification of Amended and Restated Revolving Credit
Note]


S-1


IN
WITNESS WHEREOF, the parties hereto have caused this Eighth Amendment to be
duly executed as of the date first written above.


	
  

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
  IWT TESORO CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Henry J. Boucher, Jr.

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
  Duly Authorized

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INTERNATIONAL WHOLESALE TILE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Paul F. Boucher

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
  Duly Authorized

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE TILE CLUB, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Henry J. Boucher, Jr.

  
	
   

  	
   

  	
  Its President

  
	
   

  	
   

  	
  Duly Authorized

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TESORO DIRECT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Henry J. Boucher, Jr.

  
	
   

  	
   

  	
  Its President

  
	
   

  	
   

  	
  Duly Authorized

  
							



 



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[Signature
Page to Eighth Amendment to Amended and Restated Loan and Security


Agreement and Modification of Amended and Restated Revolving Credit
Note]


	
  

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA,
  N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Deirdre Sikora

  
	
   

  	
   

  	
  Its Vice
  President

  
	
   

  	
   

  	
  Duly Authorized

  



 



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