Unassociated Document


    REVOLVING
      LINE OF CREDIT AGREEMENT

     

    This
      Revolving Line of Credit Agreement (this “Agreement”)
      is
      made as of November 7, 2007 by and among Accelerated Global Technology
      Corp., a Delaware company (“Borrower”),
      and
      each other signatory hereto (each a “Lender”
and
      collectively, the “Lenders”),
      with
      reference to the following facts.

     

    (a) Borrower
      has been organized for the purpose of effecting a merger, capital stock
      exchange, asset acquisition or other similar business combination with an
      operating business (a “Business
      Combination”).

     

    (b) Borrower
      proposes to: (a) make a public offering (the “Public
      Offering”)
      of its
      securities pursuant to a registration statement (the “Registration
      Statement”)
      filed
      with and declared effective by the Securities and Exchange Commission (the
      “SEC”);
      (b)
      deposit the proceeds from the Public Offering into a trust account (the
“Trust
      Account”)
      for
      the benefit of the purchasers of securities in the Public Offering, net of
      offering costs, underwriting discounts and a financial advisory fee, to be
      held
      and disbursed in accordance with the terms of the Investment Management Trust
      Agreement to be entered into between Borrower and Continental Stock Transfer
      & Trust Company as trustee (the “Trust
      Agreement”);
      and
      (c) utilize the funds in the Trust Account in connection with a Business
      Combination.

     

    (c) Borrower
      may need funds to pay costs and expenses prior to consummation of a Business
      Combination.

     

    (d) On
      the
      terms and subject to the conditions set forth in this Agreement, Lenders are
      willing to make available to Borrower a revolving line of credit to pay certain
      costs and expenses that may arise prior to a Business Combination.

     

    AGREEMENT

     

    1. The
      Loans

     

    1.1 Subject
      to the terms and conditions of this Agreement, during the period from the date
      hereof until the Termination Date, each Lender severally, but not jointly,
      agrees, to make advances (each advance, a “Loan”
and
      collectively, the “Loans”)
      to
      Borrower in an aggregate amount not to exceed such Lender’s Commitment, and
      Borrower agrees to repay such Loans, from time to time in accordance with the
      terms and conditions of this Agreement and the revolving line of credit notes
      (each, a “Note”
and
      collectively, the “Notes”)
      issued
      in connection herewith, a form of which is attached hereto as Exhibit A;
      provided, however, that notwithstanding anything herein to the contrary, at
      no
      time shall any Lender be required to make Loans in excess of such Lender’s Pro
      Rata Share of the amount by which the Commitments of Lenders exceeds the
      outstanding Loans. This Agreement and the Notes are sometimes referred to in
      this Agreement individually as a “Loan
      Document,”
and
      are sometimes collectively referred to as the “Loan
      Documents.”
The
      term “Commitment”
shall
      mean, with respect to a Lender, the principal amount set forth beside such
      Lender’s name under the heading “Commitment” on the signature pages to this
      Agreement, as such Commitment may be adjusted from time to time in accordance
      with section 8.5 herein and the term “Commitments”
shall
      mean, collectively, the aggregate amount of the commitments of all of the
      Lenders. The term “Pro
      Rata Share”
shall
      mean, with respect to a Lender, the percentage obtained by dividing (a) such
      Lender’s Commitment by (b) the sum of all of the Lenders’ Commitments, or if the
      Commitments are terminated, the percentage obtained by dividing (1) the
      Obligations owing to such Lender by (2) the sum of all of the Lenders’
Obligations. The term “Obligations”
shall
      mean all amounts, obligations, liabilities, covenants and duties of every type
      and description owing by Borrower to any Lender arising out of, under, or in
      connection with, any Loan Document, whether direct or indirect (regardless
      of
      whether acquired by assignment), absolute or contingent, due or to become due,
      whether liquidated or not, now existing or hereafter arising and however
      acquired, and whether or not evidenced by any instrument or for the payment
      of
      money, including, without duplication, (a) all Loans, (b) all interest, whether
      or not accruing after the filing of any petition in bankruptcy or after the
      commencement of any insolvency, reorganization or similar proceeding, and
      whether or not a claim for post-filing or post-petition interest is allowed
      in
      any such proceeding, and (c) all other fees, expenses (including fees, charges
      and disbursement of counsel), interest, commissions, charges, costs,
      disbursements, indemnities and reimbursement of amounts paid and other sums
      chargeable to Borrower under any Loan Document. The term “Termination
      Date”
shall
      mean a date that is the fifteenth day after the closing of the Public
      Offering.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.2 Each
      Lender’s obligation to make advances shall expire, and all Obligations shall be
      payable, on the Termination Date.

     

    2. Conditions
      of Advances.
      Subject
      to the terms and conditions of this Agreement, upon Borrower having provided
      to
      each Lender reasonable notice of a request (a “Borrowing Request”) for a
      borrowing of Loans hereunder (a “Borrowing”), each Lender shall advance to
      Borrower its Pro Rata Share of such Borrowing, provided that all of the
      following conditions are satisfied:

     

    2.1 The
      Borrowing Request shall be in writing and shall provide (i) the amount of the
      Borrowing, (ii) each Lender’s Pro Rata Share of such Borrowing, expressed as
      both a percentage and the amount of the Loan requested to be made by each
      Lender, (iii) the aggregate amount of all Borrowings made hereunder, taking
      into
      effect the Loans to be made pursuant to the current Borrowing Request, (iv)
      the
      aggregate amount of all Loans owing to each Lender, taking into effect the
      Loans
      to be made pursuant to the proposed Borrowing Request, and (v) the date of
      the
      proposed Borrowing which shall be a business day;

     

    2.2 Borrower
      shall have executed and delivered the Loan Documents;

     

    2.3 The
      aggregate outstanding principal amount of all Loans by such Lender shall not
      exceed such Lender’s Commitment;

     

    2.4 The
      representations and warranties of Borrower in the Loan Documents shall be true
      and correct in all material respects on and as of such date, or the extent
      such
      representation and warranties expressly relate to an earlier date, on and as
      of
      such earlier date;

     

    2.5 No
      Event
      of Default (as hereinafter defined) has have occurred and be
      continuing;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.6 The
      Loans
      shall be used only for such purposes as are set forth in Section 4.1 of this
      Agreement; and

     

    2.7 There
      shall not have occurred a Public Offering.

     

    3. Borrower
      Representations

     

    3.1 Borrower
      represents and warrants as follows:

     

    3.1.1 Borrower
      has full power and authority to execute and deliver this Agreement and the
      other
      Loan Documents to be executed and delivered by it pursuant hereto and to perform
      its obligations hereunder and thereunder. This Agreement and such Loan Documents
      constitute the valid and legally binding obligations of Borrower and are
      enforceable against Borrower in accordance with their terms.

     

    3.1.2 Neither
      the execution and the delivery of the Loan Documents by Borrower, nor the
      consummation of the transactions contemplated by the Loan Documents, nor the
      borrowing by Borrower, will (a) violate any constitution, statute, regulation,
      rule, injunction, judgment, order, decree, ruling, charge, or other restriction
      of any government, governmental agency, or court to which Borrower is subject
      or
      any provision of the Certificate of Incorporation or Bylaws of Borrower, or
      (b)
      conflict with, result in a breach of, constitute a default under, result in
      the
      acceleration of, create in any entity or natural person (each, a “Person”)
      the
      right to accelerate, terminate, modify, or cancel, any agreement, contract,
      lease, license, instrument, or other arrangement to which Borrower is a party
      or
      by which it is bound or to which any of its assets are subject (or result in
      the
      imposition of any security interest upon any of its assets), in each case other
      than where such violation, conflict, breach, default, acceleration or creation
      of right would not reasonably be expected to have a material adverse effect
      on
      the ability of Borrower to repay amounts due under the Notes in accordance
      with
      the terms of the Loan Documents (a “Material
      Adverse Effect”).

     

    3.1.3 Borrower
      does not need to give any notice to, make any filing with, or obtain any
      authorization, permit, certificate, registration, consent, approval or order
      of
      any government or governmental agency in order for the parties to consummate
      the
      transactions contemplated by this Agreement, except where the failure would
      not
      reasonably be expected to have a Material Adverse Effect.

     

    3.1.4 The
      conditions to the obligation of the Lenders to make Loans, as set forth in
      Section 2, shall be satisfied.

     

    3.2 Each
      and
      every representation and warranty made by Borrower in this Agreement shall be
      deemed renewed and remade upon the making of each and every Loan or to the
      extent such representation or warranty expressly relates to an earlier date
      on
      and as of such earlier date..

     

    4. Borrower
      Covenants.
      For as
      long as the Lenders shall have a commitment to make Loans or there shall be
      any
      outstanding Obligations, Borrower shall:

     

    4.1 use
      the
      proceeds only for (a) prior to the closing of the Public Offering, costs and
      expenses of the Public Offering, including legal, accounting, printing and
“road
      show” expenses; and (b) after the closing of the Public Offering, ordinary and
      reasonable operating costs and expenses during the period Borrower seeks to
      identify, investigate, negotiate and consummate a Business Combination,
      including Borrower’s reporting obligations with the SEC, the audit and review of
      Borrower’s financial statements, identifying and investigating potential targets
      for a Business Combination, negotiating and closing the Business Combination,
      legal and other professional fees and expenses, fees, salaries and compensation
      for directors, officers, employees, consultants and advisors, and insurance
      premiums;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.2 pay
      all
      Obligations hereunder by the Termination Date;

     

    4.3 not
      declare or pay any dividend or distribution with respect to, or repurchase
      or
      redeem any shares of, the capital stock of Borrower, provided that this shall
      not prohibit payments from the Trust Account to stockholders of Borrower in
      accordance with the Trust Agreement;

     

    4.4 not
      engage in any business other than consummating its Public Offering and
      identifying, investigating, negotiating and closing a Business
      Combination;

     

    4.5 not
      make
      any material capital expenditure or purchase any material property or asset
      (other than office supplies and equipment); and 

     

    4.6 upon
      request of a Lender, provide to such Lender copies of all filings with the
      SEC.

     

    5. No
      Recourse to Trust Account

     

    Each
      Lender, on behalf of itself and its successors and assigns, hereby acknowledges
      and agrees that under no circumstance shall it have any right, title or interest
      in or to any of the funds in the Trust Account, notwithstanding the fact that
      such funds were received for the purchase and sale of securities of Borrower,
      or
      any funds distributed from the Trust Account to Borrower’s stockholders, and
      that its sole recourse for repayment of any and all amounts due hereunder and
      under the Note issued to it shall be against the assets or properties of
      Borrower never deposited into the Trust Account or distributed to Borrower
      from
      the Trust Account. Each Lender hereby irrevocably waives any claim that it
      might
      have to funds in the Trust Account, at law or in equity, and agrees not to
      make
      any such claim, and agrees to indemnify and hold Borrower harmless from any
      such
      claim made by or on behalf of such Lender.

     

    6. Events
      of Default.
      The
      occurrence of any of the following shall constitute an event of default (an
      “Event
      of Default”)
      hereunder and under each and every other Loan Document:

     

    6.1 Borrower
      shall fail to pay any principal, interest or any other Obligation as and when
      due and payable under any Loan Document;

     

    6.2 Any
      representation or warranty which is made or deemed made in any Loan Document
      by
      Borrower shall prove to have been incorrect or misleading in any material
      respect on or as of the date made or deemed made or remade;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6.3 Borrower
      shall fail to perform or observe any term, provision, covenant, or agreement
      contained in any Loan Document to be performed or observed by Borrower (other
      than any payment obligation) and such failure shall continue more than 20 days
      after notice thereof from any Lender;

     

    6.4 Borrower
      shall (a) generally not, or be unable to, or admit in writing its inability
      to,
      pay its debts as such debts become due; or (b) make an assignment for the
      benefit of creditors, or petition or apply to any tribunal for the appointment
      of a custodian, receiver, or trustee for it or a substantial part of its assets;
      or (c) commence any proceeding under any bankruptcy, reorganization,
      arrangement, readjustment of debt, dissolution, or liquidation law or statute
      of
      any jurisdiction, whether now or hereafter in effect; or (d) have any such
      petition or application filed or any such proceeding commenced against it in
      which an order for relief is entered or adjudication or appointment is made
      and
      which remains undismissed for a period of 30 days or more; or (e) by any act
      or
      omission to act indicate consent to, approval of, or acquiescence in any such
      petition, application, or proceeding, or order for relief, or the appointment
      of
      a custodian, receiver, or trustee for all or any such substantial part of its
      properties; or (f) suffer any such custodianship, receivership, or trusteeship
      for all or any substantial part of its properties; or (g) suffer any such
      custodianship, receivership, or trusteeship to continue undischarged for a
      period of 30 days or more;

     

    6.5 At
      any
      time after execution and delivery of this Agreement, and for any reason at
      no
      fault of any Lender, any Loan Document shall cease to be in full force and
      effect and enforceable in accordance with its terms, or shall be declared null
      and void; or

     

    6.6 The
      adoption of a resolution by the Board of Directors of Borrower authorizing
      or
      approving the dissolution and/or liquidation of Borrower.

     

    7. Consequences
      of Default.
      If an
      Event of Default shall occur, each Lender:

     

    7.1 shall
      have no further obligation to make Loans; and

     

    7.2 may
      declare its Note, all interest thereon, and all other amounts payable under
      this
      Agreement and any other Loan Document to be forthwith due and payable, whereupon
      the Note, all such interest, and all such amounts shall become and be forthwith
      due and payable, without presentment, demand, protest, or further notice of
      any
      kind, all of which are hereby expressly waived by Borrower, provided, however,
      upon the occurrence of any Event of Default set forth in Section 6.4, the Note,
      all such interest and all such other amounts shall automatically become due
      and
      payable without any action on the part of Lender.

     

    8. Miscellaneous
      Provisions

     

    8.1 Notices.
      All
      notices, requests, demands and other communications (collectively, “Notices”)
      required or given pursuant to this Agreement , whether or not specified to
      be in
      writing, shall be in writing, and shall be delivered by personal service,
      courier or facsimile transmission, addressed to the following
      addresses:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	
              If
                to Borrower:

            	
              Accelerated
                Global Technology Corp.

              3726
                Smallwood Court

              Pleasanton,
                CA 94566

            
	 	 
	
              If
                to a Lender

            	
              To
                the Address set opposite such Lender’s name on signature pages to this
                Agreement

            


    

     

    Any
      notice shall be effective and be deemed to have been received (i) if delivered
      by hand, upon personal delivery, (ii) if delivered by overnight courier service,
      one business day after delivery to such courier service, (iii) if delivered
      by
      mail, when deposited in the mails and (iv) if delivered by facsimile upon
      sender’s receipt of confirmation of proper transmission. Any party may from time
      to time change its address for further Notices hereunder by giving notice to
      the
      other party in the manner prescribed in this Section.

     

    8.2 No
      Waivers; Remedies Cumulative.
      No
      failure or delay by a party in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof, nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. The rights and remedies provided herein
      shall be cumulative and not exclusive of any rights or remedies provided by
      law.

     

    8.3 Successors
      and Assigns of Borrower.
      Borrower may not assign its right or duties hereunder without the prior written
      consent of each Lender, which consent each Lender may deny, withhold or delay
      in
      its sole and absolute discretion.

     

    8.4 Assignments;
      Participations by Lenders.
      Each
      Lender may assign and delegate to one or more Persons (each, an “Assignee”) all
      or any part of the Obligations, the Commitments and the other rights and
      obligations of such Lender hereunder and under the other Loan Documents. Upon
      consummation of the assignment, (i) the Assignee shall be a party hereto and
      shall have the rights and obligations of a Lender hereunder and under the other
      Loan Documents, (ii) the assignor Lender shall, to the extent that rights and
      obligations hereunder and under the other Loan Documents have been assigned
      by
      it, relinquish its rights and be released from its obligations under this
      Agreement, and (iii) this Agreement shall be deemed to be amended to the extent,
      but only to the extent, necessary to reflect the addition of the Assignee and
      the resulting adjustment of the Commitments arising therefrom. The Commitment
      allocated to each Assignee shall reduce such Commitment of the assigning Lender
      pro tanto. Each Lender may from time to time sell or otherwise grant
      participations in any Obligations and the other interests of that Lender
      hereunder and under any of the other Loan Documents. Borrower agrees that each
      such holder may exercise any and all rights of banker’s lien, set-off and
      counterclaim with respect to its participation in the Obligations as fully
      as
      though such Borrower were directly indebted to such holder in the amount of
      such
      participation.

     

    8.5 Governing
      Law.
      This
      Agreement and the other Loan Documents shall be construed in accordance with
      the
      laws of the State of New York without giving effect to the principles of
      conflicts of law thereof. Any legal action or proceeding with respect to any
      Loan Document may be brought in the courts of the State of New York located
      in
      the City of New York, Borough of Manhattan, or of the United States of America
      for the Southern District of New York and, by execution and delivery of this
      Agreement, Borrower hereby accepts for itself and in respect of its property,
      generally and unconditionally, the jurisdiction of the aforesaid courts. The
      parties hereto hereby irrevocably waive any objection, including any objection
      to the laying of venue or based on the grounds of forum non conveniens, that
      any
      of them may now or hereafter have to the bringing of any such action or
      proceeding in such jurisdictions.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    8.6 Service
      of Process.
      Borrower hereby irrevocably waives personal service of any and all legal
      process, summons, notices and other documents and other service of process
      of
      any kind and consents to such service in any suit, action or proceeding brought
      in the United States of America with respect to or otherwise arising out of
      or
      in connection with any Loan Document by any means permitted by applicable
      requirements of law, including by the mailing thereof (by registered or
      certified mail, postage prepaid) to the address of Borrower specified in Section
      8.1 (and shall be effective when such mailing shall be effective, as provided
      therein). Borrower agrees that a final judgment in any such action or proceeding
      shall be conclusive and may be enforced in other jurisdictions by suit on the
      judgment or in any other manner provided by law. Nothing contained in this
      Section 8.7 shall affect the right of any Lender to serve process in any other
      manner permitted by applicable requirements of law or commence legal proceedings
      or otherwise proceed against Borrower in any other jurisdiction.

     

    8.7 WAIVER
      OF JURY TRIAL.
      EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR
      PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
      OR
      IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN
      OR RELATED THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY).
      EACH
      PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
      OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
      TO
      ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
      HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS, AS APPLICABLE, BY
      THE
      MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.8.

     

    8.8 Prior
      Understandings.
      This
      Agreement supersedes all prior understandings and agreements (whether written,
      oral or otherwise) pertaining to the subject matter hereof, and constitutes
      the
      entire agreement between the parties hereto relating to the subject matter
      hereof and the transactions provided for herein.

     

    8.9 Counterparts.
      This
      Agreement may be executed in any number of counterparts each of which shall
      be
      deemed an original and all of which shall constitute one and the same agreement
      with the same effect as if all parties had signed the same signature page.
      The
      parties shall accept facsimile signatures as the equivalent of original
      ones.

     

    8.10 Severability.
      If any
      provision of this Agreement or the application of such provision to any Person
      or circumstance will be held invalid, the remainder of this Agreement or the
      application of such provision to Persons or circumstances other than those
      to
      which it is held invalid will not be affected thereby.

     

    
      
        
        

      

      
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    8.11 Additional
      Documents and Acts.
      Borrower shall execute and deliver such additional documents and instruments
      and
      shall perform such additional acts as may be necessary or appropriate to
      effectuate, carry out and perform all of the terms, provisions, and conditions
      of this Agreement and the transactions contemplated by this
      Agreement.

     

    8.12 Survival.
      All
      indemnities, rights, remedies, representations and warranties contained herein
      shall survive the expiration or termination of this Agreement, and no
      termination or expiration hereof shall relieve either party from liability
      for
      any breach of this Agreement.

     

    8.13 Payments
      by Borrower.
      All
      payments to be made by Borrower shall be made without set-off, recoupment or
      counterclaim. Except as otherwise expressly provided herein, all payments by
      Borrower shall be made to each Lender, at the account designated by such Lender,
      and shall be made in lawful money of the United States and in immediately
      available funds, no later than 5:00 p.m. (eastern time) on the due date thereof.
      Any payment received later than 5:00 p.m. (eastern time) shall be deemed to
      have
      been received on the following business day and any applicable interest or
      fee
      shall continue to accrue. Whenever any payment is due on a day other than a
      business day, such payment shall be due on the following business day, and
      such
      extension of time shall in such case be included in the computation of interest
      or fees, as the case may be.

     

    8.14 Repayments
      and Prepayments.
      Principal
      and interest payments shall be apportioned ratably among the Lenders and
      payments of any fees and expenses shall, as applicable, be apportioned ratably
      among the Lenders. All payments shall be remitted directly to each Lender.
      All
      such payments not relating to principal or interest of specific Loans, or not
      constituting payment of specific fees and expenses, shall be applied, ratably,
      subject to the provisions of this Agreement, first, to pay any fees or expense
      reimbursements then due to the Lenders from Borrower; second to interest due
      in
      respect of all Loans; third, to pay or prepay principal of the Loans and fourth,
      to the payment of any other Obligation due to any Lender by Borrower. The
      Lenders shall have the continuing and exclusive right to apply and reverse
      and
      reapply any and all such payments to any portion of the
      Obligations.

     

    8.15 Indemnity
      for Returned Payments.
      If
      after receipt of any payment which is applied to the payment of all or any
      part
      of the Obligations, any Lender is for any reason compelled to surrender such
      payment because such payment is invalidated, declared fraudulent, set aside,
      determined to be void or voidable as a preference, impermissible setoff, or
      a
      diversion of trust funds, or for any other reason, then the Obligations or
      part
      thereof intended to be satisfied shall be revived and continued and this
      Agreement shall continue in full force as if such payment or proceeds had not
      been received by such Lender and Borrower shall be liable to pay to such Lender,
      and hereby does indemnify each Lender and hold each Lender harmless for the
      amount of such payment surrendered. The provisions of this Section 8.14
      shall be and remain effective notwithstanding any contrary action which may
      have
      been taken by any Lender in reliance upon such payment, and any such contrary
      action so taken shall be without prejudice to the Lenders’ rights under this
      Agreement and shall be deemed to have been conditioned upon such payment having
      become final and irrevocable. The provisions of this Section 8.14 shall
      survive the termination of this Agreement.

     

    
      
        
        

      

      
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    8.16 Setoff;
      Sharing of Payments.

     

    8.16.1 Each
      Lender is hereby authorized, without notice or demand (each of which is hereby
      waived by Borrower), at any time and from time to time during the continuance
      of
      any Event of Default and to the fullest extent permitted by applicable
      requirements of law, to set off and apply any and all deposits (whether general
      or special, time or demand, provisional or final) at any time held and other
      indebtedness, claims or other obligations at any time owing by such Lender
      to or
      for the credit or the account of Borrower against any Obligation now or
      hereafter existing, whether or not any demand was made under any Loan Document
      with respect to such Obligation and even though such Obligation may be
      unmatured. Each Lender agrees promptly to notify Borrower and each other Lender
      after any such setoff and application made by such Lender; provided,
      however,
      that
      the failure to give such notice shall not affect the validity of such setoff
      and
      application. The rights under this Section
      8.17.1
      are in
      addition to any other rights and remedies (including other rights of setoff)
      that the Lenders may have.

     

    8.16.2 If
      any
      Lender obtains any payment of any Obligation (whether voluntary, involuntary
      or
      through the exercise of any right of setoff) and such payment exceeds the amount
      such Lender would have been entitled to receive if all payments had gone to,
      and
      been distributed in accordance with the provisions of the Loan Documents, such
      Lender shall purchase for cash from other Lenders such participations in their
      Obligations as necessary for such Lender to share such excess payment with
      such
      other Lenders to ensure such payment is applied as though it had been received
      by each Lender and applied in accordance with this Agreement; provided,
      however,
      that
      (a) if such payment is rescinded or otherwise recovered from such Lender, in
      whole or in part, such purchase shall be rescinded and the purchase price
      therefor shall be returned to such Lender without interest and (b) such Lender
      shall, to the fullest extent permitted by applicable requirements of law, be
      able to exercise all its rights of payment (including the right of setoff)
      with
      respect to such participation as fully as if such Lender were the direct
      creditor of Borrower in the amount of such participation.

     

    8.17 Relation
      Among Lenders.
      The
      Lenders are not partners or co-venturers, and no Lender shall be liable for
      the
      acts or omissions of, or authorized to act for, any other Lender.

     

    8.18 Lenders’
      Failure to Perform.
      All
      Loans shall be made by the Lenders simultaneously and in accordance with their
      Pro Rata Shares. It is understood that (i) no Lender shall be responsible for
      any failure by any other Lender to perform its obligation to make any Loans
      hereunder, nor shall any Commitment of any Lender be increased or decreased
      as a
      result of any failure by any other Lender to perform its obligation to make
      any
      Loans hereunder, (ii) no failure by any Lender to perform its obligation to
      make
      any Loans hereunder shall excuse any other Lender from its obligation to make
      any Loans hereunder and (iii) the obligations of each Lender hereunder shall
      be
      several, not joint and several.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed and delivered this Agreement to
      one
      another as of the date first above written.

     

    

        
          	 	 	
                  ACCELERATED
                    GLOBAL TECHNOLOGY CORP.

                
	 	 	
                   

                  

                    /s/
                      Bob L. Corey

                  

                
	 	 	
                  By:
                    Bob L. Corey

                  Its:
                    Chief Financial Officer

                
	 	 	 
	
                  Commitment:
                    $250,000

                	 	
                  Kenneth
                    Levy, as a Lender:

                
	
                  Notice
                    Address:

                	 	 
	 	 	

                  /s/
                    Kenneth Levy

                
	 	 	 


        


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed and delivered this Agreement to
      one
      another as of the date first above written.

    


        
          	 	 	
                  ACCELERATED
                    GLOBAL TECHNOLOGY CORP.

                
	 	 	
                   

                  

                    /s/
                      Bob L. Corey

                  

                
	 	 	
                  By:
                    Bob L. Corey

                  Its:
                    Chief Financial Officer

                
	 	 	 
	
                  Commitment:
                    $125,000

                	 	
                  Gordon
                    Stitt, as a Lender:

                
	
                  Notice
                    Address:

                	 	 
	 	 	

                  /s/
                    Gordon Stitt

                
	 	 	 


        


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed and delivered this Agreement to
      one
      another as of the date first above written.

    


        
          	 	 	
                  ACCELERATED
                    GLOBAL TECHNOLOGY CORP.

                
	 	 	
                   

                  

                    /s/
                      Bob L. Corey

                  

                
	 	 	
                  By:
                    Bob L. Corey

                  Its:
                    Chief Financial Officer

                
	 	 	 
	
                  Commitment:
                    $125,000

                	 	
                  Igal
                    Rotem, as a Lender:

                
	
                  Notice
                    Address:

                	 	 
	 	 	

                  /s/
                    Igal Rotem

                
	 	 	 


        


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    REVOLVING
      LINE OF CREDIT NOTE

     

    November
      __, 2007

     

    Not
      to Exceed $250,000 in Principal 

     

    For
      value
      received, the undersigned ACCELERATED GLOBAL TECHNOLOGY CORP., a Delaware
      corporation (“Borrower”),
      promises to pay, in lawful money of the United States, to the order of Kenneth
      Levy, together with his successors and assigns (“Holder”),
      at
      such address as Holder may direct, the principal sum of Two Hundred Fifty
      Thousand Dollars ($250,000) (the “Commitment
      Amount”),
      or so
      much thereof as shall have been advanced and shall remain unpaid hereunder,
      without interest. Notwithstanding anything to the contrary expressed or implied
      herein, all payments made by Borrower hereunder (including, without limitation,
      any prepayments) shall be applied first to pay any fees or expense reimbursement
      then due Holder and second to the reduction of principal due
      hereunder.

     

    This
      Note
      is delivered pursuant to, and is subject to all of the terms and conditions
      of,
      that certain Revolving Line of Credit Agreement dated November __, 2007 (as
      from
      time to time amended, modified, supplemented and restated, the “Loan
      Agreement”)
      among
      Borrower and Holder. Unless otherwise defined in this Note, capitalized terms
      used in this Note shall have the meanings ascribed to them in the Loan
      Agreement, and in the event of any conflict between the terms of this Note
      and
      the terms of the Loan Agreement, the terms of the Loan Agreement shall
      govern.

     

    Maturity.
      This
      Note shall mature and become due and payable on the Termination
      Date.

     

    Prepayment. Borrower
      may prepay Loans at any time, and reborrow subject to the terms of the Loan
      Agreement.

     

    Event
      of Default.
      Should
      an Event of Default (as defined in the Loan Agreement) occur, Lender shall
      have
      the rights set forth in Section 7 of the Loan Agreement.

     

    Borrower’s
      Acknowledgement.
      Borrower
      acknowledges that Holder is extending the credit contemplated hereby solely
      as
      an accommodation to Borrower, and is willing to do so in reliance upon
      Borrower’s monetary and non-monetary covenants contained herein and in the Loan
      Agreement.

     

    Holder’s
      Acknowledgement.
      The
      Holder acknowledges and agrees that, as specified in Section 5 of the Loan
      Agreement, the Holder has limited recourse against Borrower for repayment of
      any
      and all amounts due and owing under this Note.

     

    Miscellaneous.
      If this
      Note (or any payment due hereunder) is not paid when due, Borrower promises
      to
      pay all costs and expenses of collection and reasonable attorneys’ fees incurred
      by the Holder hereof on account of such collection, whether or not suit is
      filed
      hereon. Borrower consents to renewals, replacements and extensions of time
      for
      payment hereof, before, at, or after maturity, consents to the acceptance,
      release or substitution of security for this Note, and waives demand and
      protest. The indebtedness evidenced hereby shall be payable in lawful money
      of
      the United States of America. In any action brought under or arising out of
      this
      Note and the other Loan Documents, Borrower, including successor(s) or
      assign(s), hereby consents to the application of New York law. No single or
      partial exercise of any power hereunder, or under any other Loan Document in
      connection herewith, shall preclude other or further exercises thereof or the
      exercise of any other such power.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date
      first above written.

     

    
       

      
        	ACCELERATED
                GLOBAL TECHNOLOGY CORP.
	 	 
	 	 
	By:	 
	Its:	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    REVOLVING
      LINE OF CREDIT NOTE

    November
      __, 2007

     

    Not
      to Exceed $125,000 in Principal 

     

    For
      value
      received, the undersigned ACCELERATED GLOBAL TECHNOLOGY CORP., a Delaware
      corporation (“Borrower”),
      promises to pay, in lawful money of the United States, to the order of Gordon
      Stitt, together with his successors and assigns (“Holder”),
      at
      such address as Holder may direct, the principal sum of One Hundred Twenty
      Five
      Thousand Dollars ($125,000) (the “Commitment
      Amount”),
      or so
      much thereof as shall have been advanced and shall remain unpaid hereunder,
      without interest. Notwithstanding anything to the contrary expressed or implied
      herein, all payments made by Borrower hereunder (including, without limitation,
      any prepayments) shall be applied first to pay any fees or expense reimbursement
      then due Holder and second to the reduction of principal due
      hereunder.

     

    This
      Note
      is delivered pursuant to, and is subject to all of the terms and conditions
      of,
      that certain Revolving Line of Credit Agreement dated November __, 2007 (as
      from
      time to time amended, modified, supplemented and restated, the “Loan
      Agreement”)
      among
      Borrower and Holder. Unless otherwise defined in this Note, capitalized terms
      used in this Note shall have the meanings ascribed to them in the Loan
      Agreement, and in the event of any conflict between the terms of this Note
      and
      the terms of the Loan Agreement, the terms of the Loan Agreement shall
      govern.

     

    Maturity.
      This
      Note shall mature and become due and payable on the Termination
      Date.

     

    Prepayment. Borrower
      may prepay Loans at any time, and reborrow subject to the terms of the Loan
      Agreement.

     

    Event
      of Default.
      Should
      an Event of Default (as defined in the Loan Agreement) occur, Lender shall
      have
      the rights set forth in Section 7 of the Loan Agreement.

     

    Borrower’s
      Acknowledgement.
      Borrower
      acknowledges that Holder is extending the credit contemplated hereby solely
      as
      an accommodation to Borrower, and is willing to do so in reliance upon
      Borrower’s monetary and non-monetary covenants contained herein and in the Loan
      Agreement.

     

    Holder’s
      Acknowledgement.
      The
      Holder acknowledges and agrees that, as specified in Section 5 of the Loan
      Agreement, the Holder has limited recourse against Borrower for repayment of
      any
      and all amounts due and owing under this Note.

     

    Miscellaneous.
      If this
      Note (or any payment due hereunder) is not paid when due, Borrower promises
      to
      pay all costs and expenses of collection and reasonable attorneys’ fees incurred
      by the Holder hereof on account of such collection, whether or not suit is
      filed
      hereon. Borrower consents to renewals, replacements and extensions of time
      for
      payment hereof, before, at, or after maturity, consents to the acceptance,
      release or substitution of security for this Note, and waives demand and
      protest. The indebtedness evidenced hereby shall be payable in lawful money
      of
      the United States of America. In any action brought under or arising out of
      this
      Note and the other Loan Documents, Borrower, including successor(s) or
      assign(s), hereby consents to the application of New York law. No single or
      partial exercise of any power hereunder, or under any other Loan Document in
      connection herewith, shall preclude other or further exercises thereof or the
      exercise of any other such power.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date
      first above written.

     

    

      
        	 	
                ACCELERATED
                  GLOBAL TECHNOLOGY CORP. 

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Its:

              	 


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    REVOLVING
      LINE OF CREDIT NOTE

    November
      __, 2007

     

    Not
      to Exceed $125,000 in Principal 

     

    For
      value
      received, the undersigned ACCELERATED GLOBAL TECHNOLOGY CORP., a Delaware
      corporation (“Borrower”),
      promises to pay, in lawful money of the United States, to the order of Igal
      Rotem, together with his successors and assigns (“Holder”),
      at
      such address as Holder may direct, the principal sum of One Hundred Twenty
      Five
      Thousand Dollars ($125,000) (the “Commitment
      Amount”),
      or so
      much thereof as shall have been advanced and shall remain unpaid hereunder,
      without interest. Notwithstanding anything to the contrary expressed or implied
      herein, all payments made by Borrower hereunder (including, without limitation,
      any prepayments) shall be applied first to pay any fees or expense reimbursement
      then due Holder, and second to the reduction of principal due
      hereunder.

     

    This
      Note
      is delivered pursuant to, and is subject to all of the terms and conditions
      of,
      that certain Revolving Line of Credit Agreement dated November __, 2007 (as
      from
      time to time amended, modified, supplemented and restated, the “Loan
      Agreement”)
      among
      Borrower and Holder. Unless otherwise defined in this Note, capitalized terms
      used in this Note shall have the meanings ascribed to them in the Loan
      Agreement, and in the event of any conflict between the terms of this Note
      and
      the terms of the Loan Agreement, the terms of the Loan Agreement shall
      govern.

     

    Maturity.
      This
      Note shall mature and become due and payable on the Termination
      Date.

     

    Prepayment. Borrower
      may prepay Loans at any time, and reborrow subject to the terms of the Loan
      Agreement.

     

    Event
      of Default.
      Should
      an Event of Default (as defined in the Loan Agreement) occur, Lender shall
      have
      the rights set forth in Section 7 of the Loan Agreement.

     

    Borrower’s
      Acknowledgement.
      Borrower
      acknowledges that Holder is extending the credit contemplated hereby solely
      as
      an accommodation to Borrower, and is willing to do so in reliance upon
      Borrower’s monetary and non-monetary covenants contained herein and in the Loan
      Agreement.

     

    Holder’s
      Acknowledgement.
      The
      Holder acknowledges and agrees that, as specified in Section 5 of the Loan
      Agreement, the Holder has limited recourse against Borrower for repayment of
      any
      and all amounts due and owing under this Note.

     

    Miscellaneous.
      If this
      Note (or any payment due hereunder) is not paid when due, Borrower promises
      to
      pay all costs and expenses of collection and reasonable attorneys’ fees incurred
      by the Holder hereof on account of such collection, whether or not suit is
      filed
      hereon. Borrower consents to renewals, replacements and extensions of time
      for
      payment hereof, before, at, or after maturity, consents to the acceptance,
      release or substitution of security for this Note, and waives demand and
      protest. The indebtedness evidenced hereby shall be payable in lawful money
      of
      the United States of America. In any action brought under or arising out of
      this
      Note and the other Loan Documents, Borrower, including successor(s) or
      assign(s), hereby consents to the application of New York law. No single or
      partial exercise of any power hereunder, or under any other Loan Document in
      connection herewith, shall preclude other or further exercises thereof or the
      exercise of any other such power.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date
      first above written.

     

    

      
        	 	
                ACCELERATED
                  GLOBAL TECHNOLOGY CORP. 

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Its: