mis_8k1130ex107.htm


    Exhibit
      10.7

    
 

    COMMERCIAL
      SECURITY AGREEMENT

    


    THIS
      COMMERCIAL SECURITY AGREEMENT dated November 30, 2007, is made and
      executed between 3-D SERVICE, LTD., an Ohio limited liability
      company with its principal place of business at 800 Nave Road, S.E., Massillon,
      Ohio 44646 (“Grantor”) and X GEN III, LTD., an Ohio limited
      liability company with its principal place of business at 3029 Prospect,
      Cleveland, Ohio 44115 (“Lender”).

    


    GRANT
      OF SECURITY INTEREST.  For valuable consideration, Grantor
      grants to Lender a security interest in the Collateral to secure the
      Indebtedness and agrees that Lender shall have the rights stated in this
      Agreement with respect to the Collateral, in addition to all other rights which
      Lender may have by law.

    


    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:

    


    Agreement.  The
      word "Agreement" means this Commercial Security Agreement, as this Commercial
      Security Agreement may be amended or modified from time to time, together with
      all exhibits and schedules attached to this Commercial Security Agreement from
      time to time.

    


    Collateral.  The
      word "Collateral" means all of Grantor's right, title and interest in and to
      all
      the Collateral as described in the Collateral Description section of this
      Agreement.

    


    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.

    


    Grantor.  The
      word “Grantor” means 3-D Service, Ltd.

    


    Indebtedness.  The
      word "Indebtedness" means the indebtedness evidenced by the promissory note
      of
      Grantor to Lender dated on or about November 30, 2007 (“Note”), including all
      principal and interest thereon together with all other indebtedness and costs
      and expenses for which Grantor is responsible under this Agreement.

    


    Lender.  The
      word “Lender” means X GEN III, LTD., its successors and assigns.

    


    Property.  The
      word “Property” means all of Grantor’s right, title and interest in and to all
      the Property as described in the “Collateral Description” section of this
      Agreement.

    


    Related
      Documents.     The words “Related Documents”
mean that certain lease between 3D3E, Ltd., an Ohio limited liability
      company,
      landlord, and Magnetech Industrial Services, Inc., an Indiana corporation,
      tenant, entered into on or about the 30th day of
      November
      2007 and the Commercial Security Agreement entered into between Grantor and
      BDeWees, Inc., an Ohio limited liability company, on or about November 30,
      2007.


    
      
        
        

      

      
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    COLLATERAL
      DESCRIPTION.  The word ‘Collateral” as used in this Agreement
      means the following described property, whether now or hereafter acquired,
      whether now existing or hereafter arising, and wherever located, in which
      Grantor is giving to Lender a security interest for the payment of the
      Indebtedness and performance of all other obligations under this
      Agreement:

    


    All
      of
      3-D Service, Ltd.’s machinery, equipment, tools and dies, hand tools, motor
      vehicles, rolling stock, leasehold improvements, furniture, supplies, office
      equipment, computers and other data processing hardware, improvements, parts
      and
      other tangible personal property used or held for use in the operation of 3-D
      Service, Ltd., whether now existing or hereafter arising, whether now owned
      or
      hereafter acquired or whether now or hereafter subject to any rights in the
      foregoing property; along with:

    


    
      	
              (A)

            	
              All
                accessions, attachments, accessories, tools, parts, replacements
                of and
                additions to any of the Collateral described herein, whether added
                new or
                later.

            


    

     

    
      	
              (B)

            	
              All
                proceeds (including insurance proceeds) from the sale, destruction,
                loss,
                or other disposition of any of the property described in this Collateral
                section and sums due from a third party who has damaged or destroyed
                the
                Collateral or from that party’s insurer, whether due to judgment,
                settlement or other process.

            


    

    All
      records and data relating to any of the property described in this Collateral
      section, whether in the form of a writing, photograph, microfilm, microfiche,
      or
      electronic media, together with all of Grantor’s right, title and interest in
      and to all computer software required to utilize, create, maintain, and process
      any such records or data on electronic media.

     

    GRANTOR’S
      REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
      COLLATERAL.  With respect to the Collateral, Grantor
      represents and promises to Lender that:

     

    Perfection
      of Security Interest.  Grantor agrees to take whatever
      actions are requested by Lender to perfect and continue Lender’s interest in the
      Collateral.  Upon request of Lender, Grantor will deliver to Lender
      any and all of the documents evidencing or constituting Collateral, and Grantor
      will note Lender’s interest upon any and all chattel paper and instruments if
      not delivered to possession by Lender.

     

    Notices
      to Lender.  Grantor will promptly notify Lender in writing at
      Lender’s address shown above (or such other address as Lender may designate from
      time to time) prior to any (1) change in Grantor’s name; (2) change in Grantor’s
      assumed business name; (3) change in the authorized signer(s); (4) change in
      Grantor’s principal office address; (5) change in Grantor’s principal residence;
      (6) conversion of Grantor to a new or different type of business entity; or
      (7)
      change in any other aspect of Grantor that directly or indirectly relates to
      any
      agreements between Grantor and Lender.  No change in Grantor’s name or
      principal residence will take effect until after Lender has received
      notice.

     

    No
      Violation.  The execution, and delivery of this Agreement
      will not violate any law or agreement governing Grantor or to which Grantor
      is a
      party.


    
      
        
        

      

      
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    Location
      of the Collateral.  Except in the ordinary course of
      Grantor’s business, Grantor agrees to keep the Collateral at Grantor’s address
      shown above or at such other locations as are acceptable to
      Lender.  Upon Lender’s request, Grantor will deliver to Lender in form
      satisfactory to Lender a schedule of real properties and Collateral locations
      relating to Grantor’s operations, including without limitation the
      following:  (1) All real property Grantor owns or is purchasing; (2)
      all real property Grantor is renting or leasing; (3) all storage facilities
      Grantor owns, rents, leases, or uses; and (4) all other properties where
      Collateral is or may be located.

     

    Removal
      of the Collateral.  Except in the ordinary course of
      Grantor’s business, Grantor shall not remove the Collateral from its existing
      location without Lender’s prior written consent.  To the extent that
      the Collateral consists of vehicles, or other titled property, Grantor shall
      not
      take or permit any action which would require application for certificates
      of
      title for the vehicles outside the State of Ohio other than in the ordinary
      course of business, without Lender’s prior written consent.  Grantor
      shall, whenever requested, advise Lender of the exact location of the
      Collateral.

     

    Transactions
      Involving Collateral.  Except for inventory sold or accounts
      collected in the ordinary course of Grantor’s business, or as otherwise provided
      for in this Agreement, Grantor shall not sell, or otherwise transfer or dispose
      of the Collateral.  Grantor shall not pledge, mortgage, encumber or
      otherwise permit the Collateral to be subject to any lien, security interest,
      encumbrance, or charge, other than the security interest provided for in this
      Agreement, the security interest in favor of BDeWees, Inc., and any lien,
      security interest, encumbrance or charge in favor of Wells Fargo Bank National
      Association, without the prior written consent of Lender.  Lender
      shall sign and deliver a form of Subordination Agreement substantially similar
      to the form of Subordination Agreement attached hereto as Exhibit A unless
      such
      form of Subordination Agreement does not permit scheduled and final payments
      of
      interest and principal under the Note and does not permit Grantor to exercise
      any right of set off against the Note.  Unless waived by Lender, all
      proceeds from any disposition of the Collateral (for whatever reason) shall
      be
      held in trust for Lender and shall not be commingled with any other fund;
      provided however, this requirement shall not constitute consent by Lender to
      any
      sale or other disposition.  Upon receipt, Grantor shall immediately
      deliver any such proceeds to Lender.

     

    Title.  Grantor
      represents and warrants to Lender that Grantor holds good and marketable title
      to the Collateral, free and clear of all liens and encumbrances except for
      the
      lien of this Agreement.  Except for financing statements in favor of
      Grantor’s commercial lenders, no financing statement covering any of the
      Collateral is on file in any public office other than those which reflect the
      security interest created by this Agreement or to which Lender has specifically
      consented.  Grantor shall defend Lender’s rights in the Collateral
      against the claims and demands of all other persons.

     

    Repairs
      and Maintenance.  Grantor agrees to keep and maintain, and to
      cause others to keep and maintain that portion of the Collateral necessary
      to
      the proper operation of Grantor’s business in good order, repair and condition
      at all times while this Agreement remains in effect.  Grantor further
      agrees to pay when due all claims for work done on, or services rendered or
      material furnished in connection with the Collateral so that no lien or
      encumbrance may either attach to or be filed against the
      Collateral.

     

    Inspection
      of Collateral.  Lender and Lender’s designated
      representatives and agents shall have the right at all reasonable times to
      examine and inspect the Collateral wherever located.

     

    
      
        
        

      

      
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    Taxes,
      Assessments and Liens.  Grantor will pay when due all taxes,
      assessments, and liens upon the Collateral, its use or operations, upon this
      Agreement, or upon any promissory note or notes evidencing the
      Indebtedness.  Grantor may withhold any such payment or may elect to
      contest any lien if Grantor is in good faith conducting an appropriate
      proceeding to contest the obligation to pay and so long as Lender’s interest in
      the Collateral is not jeopardized in Lender’s sole opinion.  If the
      Collateral is subjected to a lien which is not discharged within fifteen (15)
      days, Grantor shall deposit with Lender cash, a sufficient corporate surety
      bond
      or other security satisfactory to Lender in an amount adequate to provide for
      the discharge of the lien plus any interest, costs, attorneys’ fees or other
      charges that could accrue as a result of foreclosure or sale of the
      Collateral.  In any contest Grantor shall defend itself and Lender and
      shall satisfy any final adverse judgment before enforcement against the
      Collateral.  Grantor shall name Lender as an additional obligee under
      any security bond furnished in the contest proceedings.  Grantor
      further agrees to furnish Lender with evidence that such taxes, assessments
      and
      governmental and other charges have been paid in full and in a timely
      manner.  Grantor may withhold any such payment or may elect to contest
      any lien if Grantor is in good faith conducting an appropriate proceeding to
      contest the obligation to pay and so long as Lender’s interest in the Collateral
      is not jeopardized.

     

    Compliance
      with Governmental Requirements.  Grantor
      shall comply promptly with all laws, ordinances, rules and regulations of all
      governmental authorities, now or hereafter in effect, applicable to the
      ownership, production, disposition, or use of the Collateral.

     

    Maintenance
      of Casualty Insurance.  Grantor
      shall procure and maintain all risks insurance, including without
      limitation fire, theft and liability coverage together with such other insurance
      as Lender may require with respect to the Collateral, in form, amounts,
      coverages and basis reasonably acceptable to Lender and issued by a company
      or
      companies reasonably acceptable to Lender.  Grantor,
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
      twenty (20) 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 Grantor or any other
      person.  Grantor will provide Lender with such
      loss
      payable or other endorsements as Lender may require.  If
      Grantor at any time fails to obtain or maintain any insurance as required under
      this Agreement, Lender may (but shall not be obligated to) obtain such insurance
      as Lender deems appropriate, including if Lender so
      chooses "single interest insurance," which will cover only Lender's
      interest in the Collateral.

     

    Application
      of Insurance Proceeds.  Grantor shall promptly notify Lender
      of any loss or damage to the Collateral, whether or not such casualty or loss
      is
      covered by insurance. Lender may make proof of loss if Grantor fails to do
      so
      within fifteen (15) days of the casualty. All proceeds of any insurance on
      the
      Collateral, including accrued proceeds thereon, shall be held by
      Lender as part of the Collateral.  Lender consents to repair
      or replacement of the damaged or destroyed Collateral.  Lender shall,
      upon satisfactory proof of expenditure, pay or reimburse Grantor from the
      proceeds for the reasonable cost of repair or restoration.  Any
      proceeds which have not been disbursed within six (6) months after their
receipt
      and which Grantor has
      not
      committed to the repair or restoration of the Collateral shall be used to
      prepay the Indebtedness.

     

    
      
        
        

      

      
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    Insurance
      Reports.  Grantor, upon request of Lender, shall furnish to
      Lender reports on each existing policy of insurance showing such information
      as
      Lender may reasonably request including the following: (1) the name of the
      insurer; (2) the risks insured; (3) the amount of the policy; (4) the property
      insured; (5) the then current value on the basis of which insurance has been
      obtained and the manner
      of
determining that value; and (6) the expiration date of
      the policy.

     

    Financing
      Statements.  Grantor authorizes Lender to file a UCC
      financing statement, or alternatively, a copy of this Agreement to perfect
      Lender's security interest.  At Lender's request, Grantor
      additionally agrees to sign all other documents that are necessary to perfect,
      protect, and continue Lender's security interest in the
      Property.  Grantor will pay all filing fees, title transfer fees, and
      other fees and costs involved unless prohibited by law or unless Lender is
      required by law to pay such fees and costs.  Grantor irrevocably appoints
      Lender
      to execute documents necessary to transfer title if there is an Event of
      Default. If Grantor changes Grantor's name or address, Grantor will promptly
      notify the Lender of such change.

     

    GRANTOR’S
      RIGHT TO POSSESSION.  Until an Event of Default, Grantor may
      have possession of the tangible personal property and beneficial use
      of
      all the Collateral and may use it in any
      lawful manner not inconsistent with this Agreement, provided that Grantor's
      right to possession and beneficial use shall not apply to any Collateral where
      possession of the Collateral by Lender is required by
      law to perfect Lender's security interest in such
      Collateral.  If Lender at any time has possession of any Collateral,
      whether before or after an Event of Default, Lender shall be deemed to have
      exercised reasonable care in the custody and preservation of the Collateral
      if
      Lender takes such action for that purpose as Grantor shall request or as Lender,
      in Lender's sole discretion, shall deem appropriate under the circumstances,
      but
      failure to honor any request by Grantor shall not of itself be deemed to be
      a
      failure to exercise reasonable care.  Lender shall not be required to
      take any steps necessary to preserve any rights in the Collateral against prior
      parties, nor to protect, preserve or maintain any security interest
      given to secure the Indebtedness.

     

    LENDER’S
      EXPENDITURES.  If any action or proceeding is commenced that
      would materially affect Lender's interest in the Collateral
      or if Grantor fails to comply with any provision of this Agreement or any
      Related Documents, including but not limited to Grantor's failure
      to discharge or pay when due any amounts Grantor
      is required to discharge or pay under this Agreement or any Related Documents,
      Lender on Grantor's behalf may (but shall not be obligated to) take any action
      that Lender deems appropriate, including but not limited to discharging
      or paying all taxes, liens, security interests, encumbrances and other
      claims, at any time levied or placed on the Collateral and paying all costs
      for
      insuring, maintaining and preserving the 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 Grantor.  All such expenses will become a part of the Indebtedness
      and, at Lender's option, will (A) be payable on demand or (B) be added to the
      balance of the Note.  The
      Agreement also will secure payment
      of these amounts.  Such right shall be in addition to all other rights
      and remedies to which Lender may be entitled upon an Event of
      Default.

     

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

     

    
      
        
        

      

      
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    Payment
      Default.  Grantor fails to make any payment when due under
      the Indebtedness.

     

    Other
      Defaults.  Grantor 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 Grantor.

     

    FalseStatements.  Any
      warranty, representation or statement made or furnished to Lender by Grantor
      or
      on Grantor’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.

     

    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.

     

    Insolvency.  The
      insolvency of Grantor, the appointment of a receiver for any part of
      Grantor’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 Grantor.

     

    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 Grantor
      or by any governmental agency against any Collateral
      securing the Indebtedness.  However, this Event of Default shall not
      apply if there is a good faith dispute by Grantor, as to the validity or
      reasonableness of the claim which is the basis of
      the creditor or forfeiture proceeding and if Grantor 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.

     

    Sale
      of Interest.   There is any sale or transfer of
      ownership (not including transfer to Magnetech Industrial Services, Inc. or
      MISCOR Group, Ltd. or an affiliate of Magnetech or MISCOR) of a controlling
      interest in the Grantor without payment to Lender of all principal and interest
      due under the Note or, alternatively, Lender’s prior written
      consent.

     

    RIGHTS
      AND REMEDIES ON DEFAULT.  If
      an Event of Default occurs under this Agreement, at any time thereafter, Lender
      shall .have all
      the rights of a secured party under the Ohio Uniform Commercial
      Code.  In addition and without limitation, Lender may exercise any one
      or more of the following rights and remedies:

     

    Accelerate
      Indebtedness.  Lender may declare the entire Indebtedness,
      including any prepayment penalty which Grantor would be required to pay,
      immediately due and payable, without notice of any kind to Grantor.

     

    Assemble-Collateral.  Lender
      may require Grantor to deliver to Lender all or any portion of the Collateral
      and any evidence of title and other documents relating to the
      Collateral.   Lender may require Grantor to assemble the
      Collateral and make it available to Lender at a place to be designated by
      Lender.  Lender also shall have full power to enter upon the property
      of Grantor to take possession of and remove the Collateral.  If the
      Collateral contains other goods not covered by this Agreement at the time of
      repossession, Grantor agrees Lender may take such other goods, provided that
      Lender makes reasonable efforts to return them to Grantor after
      repossession.

     

    
      
        
        

      

      
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    Sell
      the Collateral.  Lender shall have full power to sell, lease,
      transfer, or otherwise deal with the Collateral or proceeds thereof at Lender's
      own name or that of Grantor.  Lender may sell the Collateral at public
      auction or private sale.  Unless the Collateral threatens to decline
      speedily in value or is of a type customarily sold on a recognized market,
      Lender will give Grantor, and other persons as required by law, reasonable
      notice of the time and place of any public sale, or the time after which any
      private sale or any other disposition of the Collateral is to be
      made.  However, no .notice need be provided to any person
      who, after Event of Default occurs, enters into and authenticates an agreement
      waiving that person's right to notification of sale.  The requirements
      of reasonable notice shall be met if such notice is given at least ten (10)
      days
      before the time of the sale or disposition.  All
      expenses relating to the disposition of
      the Collateral including, without limitation the expenses
      of retaking, holding, insuring, preparing for sale and
      selling the Collateral, shall become a part of the Indebtedness
      secured by this Agreement and shall be payable on
      demand, with interest at the rate of the Note from date of expenditure until
      repaid.

     

    Appoint
      Receiver.  Lender shall have the right to have a receiver
      appointed to take possession of the Collateral, with the power to protect and
      preserve the Collateral, to operate the preceding foreclosure or sale, and
      to
      collect the Rents from the Collateral and apply the proceeds, over and above
      the
      cost of the receivership, against the Indebtedness.  The receiver may
      serve without bond if permitted by law.  Lender’s right to the
      appointment of a receiver shall exist whether or not the apparent value of
      the
      Collateral exceeds the Indebtedness by a substantial
      amount.  Employment by Lender shall not disqualify a person from
      serving as a receiver.

     

    Collect
      Revenues, Apply Accounts.  Lender, either itself or through a
      receiver, may collect the payments, rents, income, and revenues from the
      Collateral.  Lender may at any time in Lender’s discretion transfer
      any Collateral into Lender’s own name or that of Lender’s nominee and receive
      the payments, rents, income, and revenues therefrom and hold the same as
      security for the Indebtedness or apply it to payment of the Indebtedness in
      such
      order of preference as Lender may determine.  Insofar as the
      Collateral consists of accounts, general intangibles, insurance policies,
      instruments, chattel paper, choses in action, or similar property, Lender may
      demand, collect receipt for, settle, compromise, adjust, sue for, foreclose,
      or
      realize on the Collateral as Lender may determine, whether or not Indebtedness
      or Collateral is then due.  For these purposes, Lender may, on behalf
      of and in the name of Grantor, receive, open and dispose of mail addressed
      to
      Grantor; change any address to which mail and payments are to be sent; and
      endorse notes, checks, drafts, money orders, documents of title, instruments
      and
      items pertaining to payment, shipment, or storage of any
      Collateral.  To facilitate collection, Lender may notify account
      debtors and obligors on any Collateral to make payments directly to
      Lender.

     

    Obtain
      Deficiency.  If Lender chooses to sell all or any or all of
      the Collateral, Lender may obtain a judgment against Grantor for any deficiency
      remaining on the Indebtedness due to Lender after application of all amounts
      received from the exercise of the rights provided in this
      Agreement.  Grantor shall be liable for a deficiency even if the
      transaction described in this subsection is a sale of accounts or chattel
      paper.

     

    
      
        
        

      

      
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    Other
      Rights and Remedies.  Lender
      shall have all the rights and remedies of a secured creditor in the provisions
      of
      the Uniform Commercial Code, as may be amended from time to
      time.  In addition, Lender shall have and may exercise any or all
      other rights and remedies it may have available at law, in equity, or
      otherwise.

     

    Election
      of Remedies.  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 Grantor under this
      Agreement, after Grantor’s failure to perform, shall not affect Lender’s right
      to declare a default and exercise its remedies.

     

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

     

    Amendments.  This
      Agreement 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.  Reasonable attorneys’ fees and costs shall
      be awarded to the prevailing party in the event of litigation involving the
      enforcement or interpretation of this Agreement.

     

    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.

     

    Governing
      Law.  This Agreement will be governed by the laws of the
      State of Ohio without regard to its conflicts of law provisions.  This
      Agreement has been accepted by Lender in the State of Ohio.

     

    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 Grantor, shall constitute a waiver of any of Lender's
      rights or of any of 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, Grantor agrees to keep Lender informed at all times of
      Grantor's current address.  Unless otherwise provided or required by
      law, if there is more than one Grantor, any notice given by Lender to any
      Grantor is deemed to be notice given to all Grantors.

     

    
      
        
        

      

      
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    Power
      of Attorney.  Grantor hereby appoints Lender as Grantor's
      irrevocable attorney-in-fact for the purpose of executing any documents
      necessary to perfect, amend, or to continue the security interest granted in
      this Agreement or to demand termination of filings of other secured
      parties.  Lender may at any time, and without further authorization
      from Grantor, file a carbon, photographic or other reproduction of any financing
      statement or of this Agreement for use as a financing
      statement.  Grantor will reimburse Lender for all expenses for the
      perfection and the continuation of the perfection of Lender's security interest
      in the Collateral.

    


    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.

    


    Successors
      and Assigns.  Subject to any limitations stated in this
      Agreement on transfer of Grantor's interest, this Agreement shall be binding
      upon and inure to the benefit of the parties, their successors and
      assigns.  If ownership of the Collateral becomes
      vested in a person other than Grantor, Lender, without
      notice to Grantor, may deal with Grantor's successors with reference to this
      Agreement and the Indebtedness by way of forbearance or extension without
      releasing Grantor from the obligations of this Agreement or liability under
      the
      Indebtedness.

    


    Survival
      of Representations and Warranties.  All representations,
      warranties, and agreements made by Grantor in this Agreement shall survive
      the
      execution and delivery of this Agreement, shall be continuing in nature, and
      shall remain in full force and effect until such time as
      Grantor's Indebtedness shall be paid in full.

     

    Time
      is of the Essence.  Time
      is of the essence in the performance of this Agreement.


    GRANTOR
      HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT
      AND AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED NOVEMBER 30,
      2007.

    


    GRANTOR:     3-D
      SERVICE , LTD.

    


    


    

      
        	
                By

              	/s/
                John A. Martell,	 
	 	
                John
                  A. Martell, Chairman of Board

              	 


      

    

     

     

    
       

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