LOAN
      AGREEMENT AND SECURITY AGREEMENT

     

    
      
        	
                Turnersville,
                  New Jersey

              	
                February
                  22, 2005

              
	
                 

              	
                 

              
	
                BCI
                  Communications, Inc.

                (Exact
                  Name of Debtor)

              	
                68-0601746

                (Taxpayer
                  I.D. No.)

              
	
                 

              	
                 

              
	
                Delaware
                  Corporation

                (Type
                  & State of Debtor’s formation, e.g., corporation, LLC, partnership,
                  etc.)

              	
                 

                (Organization
                  No.)

              


      

       

    

    
      	
              20
                Bushes Lane

            	
              Elmwood
                Park

            	
              Bergen

            	
              New
                Jersey

            
	
              (No.
                and Street Address)

            	
              (City)

            	
              (County)

            	
              (State)

            


    

    


    The
      undersigned debtor (hereinafter referred to as “Borrower”), for good and
      valuable consideration, and to induce Presidential Financial Corporation of
      Delaware Valley (hereinafter referred to as “Lender”) to accept this agreement
      (“Agreement”) and to make the loans and advances described hereunder, hereby
      agrees as follows:

     

    1. Request
      for Loan. From time to time Borrower may request, and Lender in its
      sole discretion may loan Borrower up to: (eighty-one percent (81%) of the amount
      of Approved Receivables (as hereinafter defined) submitted by Borrower to
      Lender, or (b) One Million Two Hundred Fifty Thousand Dollars and
      No Cents ($1,250,000.00), or such greater or lesser amount as Lender
      may from time to time establish.

     

    Provided,
      however, that the total principal amount of such loans and advances to Borrower
      shall not exceed Borrower’s maximum line of credit extended from time to time by
      Lender and determined in Lender’s sole discretion. All loans and advances made
      by Lender hereunder shall be evidenced by a demand promissory note (hereinafter
      the “Note”) executed by Borrower and shall contain such terms as Lender shall
      require. “Approved Receivables” as used herein shall mean only such accounts,
      contract rights, chattel paper, instruments or general intangibles belonging
      to
      Borrower as from time to time shall be acceptable to Lender, in its sole
      judgment and discretion, in terms of quality and current status. “Value” as used
      herein shall mean the lower cost or market value of Inventory.

     

    2. Grant
      of Security Interest. To secure the indebtedness evidenced by the
      Note together with any extensions or renewals thereof, in whole or in part,
      as
      well as all other indebtedness, obligations and liabilities of Borrower to
      Lender, now existing or hereafter incurred or arising whether direct, indirect
      or by way of assignment, whether joint or several, absolute or contingent,
      due
      or to become due and whether as principal, maker, endorser, surety, guarantor
      or
      otherwise, or which Lender may now or hereafter have, own or hold (the foregoing
      being hereinafter sometimes referred to collectively as the “Obligations”),
      Borrower does hereby grant to Lender a security interest in and security title
      to the following described property, whether now owned or existing or hereafter
      acquired or arising and wherever located:

     

    (a) Receivables.
      All of
      Borrower’s accounts, accounts receivable, notes receivable, contract rights,
      drafts, general intangibles (including but not limited to, software and payment
      intangibles), instruments and chattel paper, whether tangible or electronic
      (all
      of the foregoing being hereinafter collectively referred to as the
“Receivables”);

     

    (b) Accounts
      and Securities.
      All of
      Borrower’s money, deposit accounts, letters of credit, letter of credit rights
      and investment property;

     

    (c) Supporting
      Obligations.
      All
      supporting obligations relating to any of the foregoing;

     

    (d) Inventory.
      All of
      Borrower’s finished goods and inventory, packing and shipping supplies, all
      goods intended to be sold or used by Borrower or to be finished by Borrower
      under contracts of service, including all raw materials, goods in process,
      finished goods, materials and supplies of every kind and nature, used and usable
      in connection with the manufacture, shipping, advertising, selling, leasing,
      or
      furnishing of such goods, all documents evidencing or representing the same
      and
      all documents of title, all negotiable and non-negotiable warehouse receipts
      representing the same and all products, accounts and proceeds resulting from
      the
      sale or other disposition of the foregoing, that may be rejected, returned,
      repossessed or stopped in transit and all other items customarily classified
      as
      inventory (all the foregoing being hereinafter collectively referred to as
      the
“Inventory”);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e) Furniture,
      Fixtures and Equipment.
      All of
      Borrower’s presently owned and hereafter acquired machinery, furniture, fixtures
      and equipment wherever located (all of the foregoing being hereinafter
      collectively referred to as the “FF&E”);

     

    (f) Other
      Property.
      Any and
      all other property of any nature whatsoever of Borrower now or hereafter in
      the
      possession of, assigned to or hypothecated to Lender for any purpose, including,
      but not limited to balances, credits, deposits, accounts, items and monies
      of
      Borrower now or hereafter with Lender and all dividends and distributions on
      or
      rights in connection with any such property and all rights of Borrower earned
      or
      to be earned under contracts to sell goods or render services and a lien upon
      all accounting books and records of the Borrower; and

     

    (g) Proceeds.
      All
      substitutions, improvements, accessions, additions, renewals and replacements
      of
      or to any of the foregoing (including, but not limited to, returned or unearned
      premiums from any insurance written in connection with this Agreement) and
      all
      proceeds of any of the foregoing, including but not limited to, any and all
      proceeds in the form of the Receivables and Inventory.

     

    The
      foregoing shall hereinafter be collectively referred to as the “Collateral.” The
      security interest is granted pursuant to the Uniform Commercial Code of the
      State of New Jersey, as amended from time to time (the “Code”).

     

    If
      at any
      time the Collateral pledged as security for any of the Obligations shall be
      or
      become unsatisfactory to Lender or should Lender deem itself insecure as to
      the
      adequacy or sufficiency of such Collateral, Borrower will immediately furnish
      such further property as additional Collateral to be held by Lender as if
      originally, pledged as Collateral hereunder or make such payment on account
      as
      will be satisfactory to Lender.

     

    3. Certain
      Lender Rights. Whether an event of default shall exist hereunder or
      not, Lender shall have, but shall not be limited to the following rights, each
      of which may be exercised at any time and from time to time (i) to transfer
      the Note and the Collateral, and any transferee shall have all the rights of
      Lender hereunder and Lender shall be thereafter relieved from any liability
      with
      respect to any Collateral so transferred; (ii) to transfer the whole or any
      part of the Collateral in the name of itself or its nominees; (iii) to vote
      any investment securities forming a part of the Collateral; (iv) to notify
      the obligors on any Collateral to make payment directly to Lender of any amount
      due thereon; (v) to execute at any time in the name of any party hereof and
      to file, without Borrower’s signature, financing statements covering any of the
      Collateral or which describe the Collateral as “all assets” or “all property” of
      Borrower; (vi) to receive or take control of any income or other proceeds
      of any of the Collateral; and (vii) to request and receive current
      financial information from any party liable for all or any part of the
      Obligations.

     

    4. Lender
      Rights as to Receivables. In addition to any other provision
      herein, as to Borrower’s Receivables, which are pledged as part of the
      Collateral, Lender shall have the following rights and privileges: 

     

    (a) Account
      Collections.
      Lender
      will handle the cash collection of the Receivables; however, Borrower will,
      at
      its own expense, endeavor to collect all amounts due under the Receivables,
      including the taking of such action with respect to such collection including,
      but not limited to, litigation, as Lender requests or, in the absence of such
      request, as Borrower may deem necessary or advisable. Borrower may in the
      ordinary course of business grant to any party obligated on Receivables any
      rebate or adjustment to which such party may be lawfully entitled, and, may
      accept, in connection therewith, the return of goods, the sale or lease of
      which
      have given rise to such Receivables. Borrower shall promptly notify Lender
      of
      and shall settle all customer disputes; however, if Lender elects, it shall
      have
      the right at all times to settle, compromise, adjust or litigate all customer
      disputes directly with the customer or other complainant upon such terms and
      conditions as Lender deems advisable including but not limited to the right
      to
      surrender, release or exchange all or any part of any Receivable owed by a
      customer to Borrower, and to compromise or extend or renew for any period any
      such Receivable, all without incurring liability to Borrower for its performance
      of any such acts and Lender hereby shall have the right to stop goods in transit
      or to replevy or to reclaim such goods. All returned, replevied and reclaimed
      goods (unless released by Lender) coming into Borrower’s possession shall be
      held by Borrower in trust for Lender. Borrower shall notify Lender promptly
      of
      all such returned goods and shall promptly pay to Lender the gross amount of
      the
      unpaid Receivables with respect thereto.

     

    
      
        
        

      

      
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    If
      any
      Receivable is not paid within ninety-one (91) days from the date of the invoice
      with respect thereto, or if any customer raises any claim of non-conformity
      of
      goods, total or partial failure of delivery, set off, counterclaim, or breach
      of
      warranty or any other claim inconsistent with Borrower’s warranties as made
      below, Borrower will upon demand pay Lender the gross amount of the Receivable
      so affected or unpaid, together with any damages or loss sustained by Lender
      and
      any accrued but unpaid interest, fees, or other charges due Lender; provided,
      however, such payment may not be deemed a release of Lender’s security interest
      therein nor a release thereof and security title thereto and to the goods
      represented thereby shall remain in Lender until and unless Lender executes
      a
      release. Lender may, at any time and from time to time, notify any parties
      obligated on any of the Receivables to make payment directly to Lender of any
      amount due or to become due there under, and enforce collection of any of the
      Receivables by suit or otherwise, as hereinabove provided. Upon request of
      Lender, Borrower will, at its own expense, notify any parties obligated on
      any
      of the Receivables to make payment directly to Lender of any amounts due or
      to
      become due there under.

     

    Borrower
      hereby appoints and constitutes Lender as Borrower’s attorney-in-fact to
      receive, open, and in Lender’s sole discretion, dispose of all mail addressed to
      Borrower in order to fully protect Lender’s interest in the Collateral; to
      notify the postal authorities to change the address and delivery of mail
      addressed to Borrower to such address as Lender may designate; to endorse
      Borrower’s name upon any notes, acceptances, checks, drafts, money orders and
      other evidences of payment of Collateral that may come into Lender’s possession
      and to deposit or otherwise collect the same; to sign Borrower’s name on any
      bill of lading relating to any Collateral, on drafts against customers, listing
      of Receivables, and notices to customers; to prepare and mail invoices to
      Borrower’s customers; to send verification of accounts to customers; to execute
      in Borrower’s name any affidavits and notices with regard to any and all lien
      rights, and to do all other acts and things necessary or helpful to carry out
      this Agreement or to deal with the Collateral or proceeds thereof in its own
      name or in the name of Borrower. All acts of said attorney-in-fact are hereby
      ratified. This power, being coupled with an interest, is irrevocable while
      Borrower is indebted to Lender under any of the Obligations.

     

    (b) Remittance
      by Borrower
      Unless
      Lender shall otherwise consent in writing, Borrower will forthwith upon receipt,
      transfer and deliver to Lender in the form received, all cash, checks, chattel
      paper, drafts, items or other instruments for the payment of money (properly
      endorsed where required, so that items may be collected by Lender) which may
      be
      received by Borrower at any time in full or partial payment or otherwise as
      proceeds of any Collateral. Unless Lender shall otherwise consent in writing,
      any such items which may be thus received by Borrower shall not be commingled
      with any other of Borrower’s funds or property, but will be held separate and
      apart from its own funds or property and upon express trust for Lender until
      delivery is made to Lender. Borrower shall comply with the terms and conditions
      of any consent given by Lender pursuant to the provisions of this paragraph.
      Checks, drafts, wire and other electronic transfers, and any other non-cash
      instrument for the payment of money shall be credited to the Note on the second
      business day after the day of receipt by Lender, if a business day, or if not
      a
      business day, on the first business following receipt. The excess of amounts
      actually collected by Lender from the proceeds of the Collateral over the
      amounts under the Note currently owing to Lender for loans, advances, interest
      and fees there under and hereunder, shall be paid by Lender from time to time
      to
      Borrower in such order of application as Lender may elect, periodically, but
      in
      no event less frequently than monthly. Lender shall deliver to Borrower a
      statement of account, such statement shall be binding, and conclusive upon
      Borrower unless Borrower notifies Lender to the contrary within (10) days after
      the date of each statement is rendered.

     

    
      
        
        

      

      
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    (c) Billing
      Customers to Borrower.
      Billing
      on invoices by whomever done shall be conclusive evidence of assignment and
      transfer hereunder to Lender of the Collateral represented thereby whether
      or
      not Borrower executes any document of transfer in regard thereto.

     

    (d) Additional
      Representations and Warranties.
      Borrower hereby represents and warrants to Lender that the Receivables will
      be,
      at the time of their creation, bona fide and existing obligations of Borrower’s
      customers arising out of the sale of goods and/or rendition of services by
      Borrower and are owned by and owed to Borrower without defense, offset, or
      counterclaim; that with regard to each Receivable as it arises Borrower will
      have made delivery of the goods or will have rendered the services ordered,
      and
      the customer will have accepted the goods and/or services.

     

    5. Lender
      Rights as to Inventory. In addition to any other provisions herein,
      as to Borrower’s Inventory, which is pledged as a part of the Collateral, Lender
      shall have the following rights and privileges:

     

    (a) Pay
      down on Sale.
      Borrower shall pay to Lender concurrently with each sale of Inventory an amount
      equivalent to the Value of Inventory (as defined herein) sold, or shall
      substitute other Inventory (acceptable as security to Lender) designated in
      written statements signed and delivered to Lender by Borrower, of a Value that,
      in the opinion of Lender, equals at least the Value of such sold Inventory.
      If
      at any time the aggregate amount of outstanding loans under this Agreement
      exceeds the Value of Inventory then acceptable to Lender, Borrower will,
      immediately upon demand, repay sufficient of the loans made to it by Lender
      hereunder so that said ratio of loan to Value is re-established or give to
      Lender a security interest in other Inventory acceptable to Lender of a
      sufficient Value to accomplish that result.

     

    (b) Additional
      Representations and Warranties.
      Borrower represents and warrants to and covenants and agrees with Lender that
      (except as otherwise specified in the Agreement): (i) Inventory shall be
      kept only at the following location) _______________________ and Borrower will
      promptly notify Lender in writing of any change in location of any place of
      business or of the Inventory , or the establishment of any new place of
      business; (ii) immediately upon each demand by Lender therefore, Borrower
      shall execute and deliver to Lender designations of Inventory specifying
      Borrower’s cost of inventory, the market value thereof and such other matters
      and information relating to Inventory as Lender may from time to time request;
      (iii) Borrower now keeps and shall keep correct and accurate records
      itemizing and describing the kind, type, quality and quantity of Inventory,
      Borrower’s cost therefore and the selling price thereof, the daily withdrawals
      there from and the additions thereto; (iv) all Inventory is and shall be
      new Inventory of goods and shall be of merchantable quality, free from defects;
      (v) Inventory is not and shall not be stored with a bailee, warehouseman or
      similar party without Lender’s prior written consent and in such event, Borrower
      will, concurrently with delivery to such party, cause any such party to issue
      and deliver to Lender, in form acceptable to Lender, warehouse receipts in
      Lender’s name evidencing the storage of such Inventory; (vi) Lender and its
      agents and representatives may, upon demand, during Borrower’s usual business
      hours: (1) inspect and examine Inventory and check and test the same as to
      quality, quantity, value and condition; and (2) inspect, audit, check and
      make extracts from the books, records, journals, orders, receipts,
      correspondence and other data relating to Borrower’s Inventory or to any other
      transaction between the parties hereto; and (vii) that Borrower’s Inventory
      shall not be subject to any security interest, lien or encumbrances except
      in
      favor of Lender hereunder.

     

    (c) Revisions.
      Borrower agrees that the percentage of Value advanced, the acceptability and
      Value of Inventory and the period during which such advances are to remain
      outstanding are and shall be entirely in Lender’s sole discretion and that the
      Lender shall have the right at any time to revise any limit placed by Lender
      upon the amount of such advances or upon the valuation of Inventory or Lender
      may, in its sole discretion, refuse to make further advances. If Inventory
      remains in stock for a period of time which Lender in its sole judgment deems
      excessive, such Inventory may, at Lender’s option, be considered to be of no
      Value for the purposes of loans or advances although the same remains in stock
      and Lender retains its lien thereon according to the terms and provisions of
      this Agreement.

     

    (d) Sale
      of Inventory.
      Until a
      default by Borrower, Borrower may, subject to the provisions of this Agreement,
      and not in a manner inconsistent therewith or unlawful, sell finished Inventory,
      but only in the ordinary course of Borrower’s business; however, in no event
      shall Borrower make any sale of Inventory which would cause a breach of
      Borrower’s warranties, representations and covenants under Section 5(b) of
      this Agreement. A sale of Inventory in the ordinary course of Borrower’s
      business does not include a transfer in partial or total satisfaction of a
      debt
      owing by Borrower. Borrower shall report the receipt or creation of all sales
      or
      other dispositions of Inventory to Lender and promptly deliver such proceeds
      to
      Lender. Borrower shall execute and deliver to Lender, in form satisfactory
      to
      Lender, a formal assignment or schedule of accounts receivable or other proceeds
      resulting from the sale or other disposition of Inventory but in the absence
      of
      such assignment or schedule, this Agreement shall constitute such assignment
      or
      schedule and the grant of a security interest therein. Lender’s security
      interest hereunder shall attach to all proceeds (whether represented by cash,
      checks, drafts, notes, chattel paper, open accounts or otherwise) of all sales
      or other dispositions of Borrower’s Inventory.

     

    
      
        
        

      

      
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    (e) Release.
      Lender
      shall not be liable or responsible for and Borrower hereby releases Lender
      from
      any and all causes of action or claims which Borrower may now or hereafter
      have
      for any loss or damage to it claimed to be caused by or arising from:
      (i) the safekeeping of Inventory; (ii) any damage thereto occurring or
      arising in any manner or fashion from any cause; (iii) any diminution in
      the value of Inventory; or (iv) any act of default of any carrier,
      warehouseman, bailee or forwarding agency thereof or other person whomsoever.
      All risk of loss, damage or destruction of Inventory shall be borne by
      Borrower.

     

    6. Insurance.
      Borrower shall keep the Collateral fully insured against fire, theft and other
      casualty (as well as such other risks as Lender may hereafter request) with
      loss
      payable to Lender and shall pay all premiums promptly when same become due.
      Lender shall have the right to require Borrower to maintain such insurance
      with
      such companies and in such amounts as Lender may request. All policies of
      insurance will specify that such insurance shall not be cancelable by Borrower
      or the insurer without at least ten (10) days advance written notice to Lender.
      In the event any or all insurance hereinbefore provided is cancelled, any
      returned premium thereon shall be payable to Lender and may be applied by Lender
      to any part of the Obligations, whether matured or unmatured. Lender is
      authorized to receive the proceeds of any insurance loss and at the option
      of
      Lender shall apply such proceeds toward either the repair or replacement of
      the
      Collateral or the payment of the Obligations secured hereby. If Borrower fails
      to maintain such insurance, Lender may, at its option, but without obligation,
      purchase such insurance or pay any premium owing and any such sum paid by Lender
      shall be payable by Borrower on demand by Lender or at Lender’s option may be
      added to any of the Obligations.

     

    7. Warranties
      of Borrower. Borrower hereby represents and warrants to Lender that
      the Collateral is now and will be kept free and clear of any and all liens,
      security interests and encumbrances whatsoever, other than the security interest
      hereunder, that Borrower has and will have the right to convey the Collateral
      as
      security for the Obligations; that Borrower will accurately and timely prepare
      and file any and all payroll, income, sales, franchise and any other applicable
      tax returns and pay or remit any taxes due therewith; that Borrower will
      promptly pay or discharge all taxes assessed against the Collateral and all
      liens which may attach thereto; that any and all information set forth in any
      writing heretofore or hereafter delivered to Lender by Borrower pertaining
      to
      the Collateral or Obligations is and will be true and correct as of the date
      thereof; that Borrower is solvent; if a registered organization (as defined
      in
      the Code) that Borrower is duly formed or organized as the type of organization
      set forth above and is validly existing under the laws of the State of its
      formation or incorporation as set forth above, is duly qualified and in good
      standing in every other state in which it is doing business as a registered
      organization and its exact name and organization number are as set forth above;
      that the execution, delivery and performance hereof are within Borrower’s
      corporate or company powers, have been duly authorized, are not in contravention
      of law or the terms of Borrower’s charter, bylaws or other incorporation or
      formation documents, or of any indenture, agreement or undertaking to which
      Borrower is a party or by which it is bound; that without prior written notice
      to Lender, Borrower will not obtain any loans, advances or financial
      accommodations or arrangements from any party other than Lender and will not
      encumber any of its assets; that without prior written consent of Lender,
      Borrower will not change its name, reorganize, merge or consolidate, change
      its
      jurisdiction of incorporation or formation or issue or sell or redeem any of
      its
      common stock or other ownership interests, or permit the transfer by the present
      shareholders of Borrower to any other person or entity any or all of the common
      stock or other ownership interests of Borrower outstanding or in treasury as
      of
      the date hereof; that in the event of any transfer by operation of law, Borrower
      shall immediately notify Lender; that there is no order, notice, claim,
      litigation, proceedings or investigation pending or threatened against or
      affecting Borrower whether or not covered by insurance, that would materially
      and adversely affect Borrower’s operations, financial condition, property or
      business; that Borrower will not sell, transfer, lease or otherwise dispose
      of
      all or (except in the ordinary course of business) any material part of its
      assets; that no account arises out of a contract with, or order from, an account
      debtor that, by its terms, forbids assignment or makes the assignment of that
      account to Lender void or unenforceable; that the representations and warranties
      made hereunder by Borrower are true on the date hereof and will be true on
      the
      date of such loan advance by Lender hereunder; that Borrower’s address as shown
      above is the location of Borrower’s principal place of business, that such place
      of business is Borrower’s only place of business, and that Borrower has not
      maintained any other place of business or principal place of business or
      corporate or trade name during the five (5) years immediately preceding the
      date
      of the execution of this Agreement, unless having notified Lender in writing
      of
      all such previous addresses and names.

     

    
      
        
        

      

      
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    8. Duties
      and Further Assurances of Borrower. Borrower covenants and agrees
      that, so long as any of the Obligations remain outstanding and unpaid, it
      shall:

     

    (a) Financing
      Statements
      -
      Execute upon request of Lender such financing statements and other documents
      and
      pay the cost of filing or recording the same, and do such other acts and things
      as Lender may from time to time request to establish and maintain a valid and
      perfected security of Lender in the Collateral;

     

    (b) Control
      Agreements
      -
      Deliver to Lender such agreements giving Lender “control,” as defined in the
      Code, of any investment property, deposit accounts, letters of credit or
      electronic chattel paper as Lender may request, with each such agreement being
      in form and substance satisfactory to Lender;

     

    (c) Tort
      Claims
      - In the
      event the Borrower obtains a “commercial tort claim” (as defined in the Code),
      the Borrower shall immediately notify Lender and pledge such commercial tort
      claim to the Lender pursuant to a supplement to this Agreement, such supplement
      to be in form and substance satisfactory to the Lender;

     

    (d) Inspection
      - Permit
      Lender, its agents and employees, from time to time, to inspect, audit and
      make
      copies of and extract from all records and other papers in the possession of
      Borrower, including but not limited to those pertaining to the Collateral and
      Borrower’s debtors, and upon request of Lender, all such records and papers,
      including copies of customer invoices and exclusive evidence of shipment and
      such other documents and proof of delivery/rendition as Lender may at any time
      require;

     

    (e) Financial
      Statements
      -
      Furnish to Lender on or before the forty-fifth (45th)
      day
      after the end of each month, financial statements in form and substance
      satisfactory to Lender and certified by an appropriate officer or representative
      of Borrower, and furnish to Lender annually on or before the sixtieth
      (60th)
      day
      after the end of Borrower’s fiscal year, a financial statement in form and
      substance satisfactory to Lender and certified after audit by an independent
      certified public accountant acceptable to Lender, with all such reports to
      be
      prepared in accordance with Generally Accepted Accounting Principles,
      consistently applied.

     

    (f) Records
      Retention
      - Keep
      at its address shown herein its records concerning the Collateral, which records
      shall be of such character as will enable Lender to determine at any time the
      status of the Collateral;

     

    (g) Information
      -
      Furnish such information and documents concerning Borrower, the Collateral
      and
      Borrower’s debtors as Lender may from time to time request;

     

    (h) Payment
      of Charges against Collateral
      -
      Borrower shall pay all taxes and other charges against the Collateral promptly
      when it becomes due. Should Borrower fail to pay any such taxes or other
      charges, Lender may, at its option, pay any such amount owing and any such
      sum
      paid by Lender shall be payable by Borrower on demand by Lender or, at Lender’s
      option, may be added to any of the Obligations; and

     

    (i) Closing
      Costs
      -
      Borrower will pay all costs of closing the loan, which is the subject of this
      Agreement and will reimburse Lender during the period of financing hereunder
      for
      all out-of-pocket or advanced expenses, including but not limited to, long
      distance phone calls and travel expenses.

     

    
      
        
        

      

      
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    9. Default
      and Remedies. Upon the occurrence of any one or more of the
      following: (i) any failure of any Obligor (which term shall include
      Borrower, any co-borrower, and each endorser, surety or guarantor of the Note)
      to pay any of the Obligations when due or to observe or perform any agreement,
      covenant or promise hereunder or in any other agreement, note, instrument or
      certificate of any Obligor to Lender, now existing or hereafter executed in
      connection with any of the Obligations, including, but not limited to, a loan
      agreement, if applicable, and any agreement guaranteeing payment of any of
      the
      Obligations; (ii) any default of any Obligor in the payment or performance
      of any other liabilities, indebtedness or obligations of any Obligor to any
      other creditor, or any occurrence which would allow or permit any other
      liabilities, indebtedness or obligations to any other creditor be accelerated;
      (iii) any failure of any Obligor to furnish Lender current financial
      information upon request; (iv) any failure of any Obligor or any pledgor of
      any security interest in the Collateral (the “Pledgor”) to observe or perform
      any agreement, covenant or promise contained in any agreement, instrument or
      certificate executed in connection with the granting of security interest in
      any
      Collateral to secure the Obligations; (v) any warranty, representation or
      statement made or furnished to Lender by or on behalf of any Obligor in
      connection with the extension of credit evidenced by the Note proving to have
      been false in any material respect when made or furnished; (vi) any loss,
      theft, substantial damage, destruction, sale, foreclosure of or encumbrance
      to
      any of the Collateral, or the making of any levy, seizure or attachment thereof
      or thereon or the rendering of any judgment or lien or garnishment or attachment
      against any Obligor or its property, whether actual or threatened;
      (vii) the death, dissolution, termination of existence, insolvency,
      business failure, appointment of a receiver of any part of the property of,
      assignment for the benefit of creditors by, or the commencement of any
      proceeding under any bankruptcy or insolvency laws, state or federal, by or
      against Borrower or any other Obligor; (viii) any discontinuance or
      termination of any guaranty of any of the Obligations by a guarantor;
      (ix) any amendment or termination of a financing agreement naming the
      Borrower as debtor and the Lender as secured party, or any corrective statement
      with respect thereto, is filed with the prior written consent of the Lender;
      (x) any Receivable remaining unpaid for a period of ninety-one (91) days
      from the date of any advance under the Note with respect thereto; (xi) if
      the Collateral declines in value or for any reason becomes insufficient in
      Lender’s sole and exclusive judgment to secure the repayment of the Obligations
      and Borrower, after demand, fails or refuses to substitute and/or make additions
      to the Collateral, or pay down the Obligations satisfactory to Lender; or
      (xii)Lender deeming itself insecure as to the ability of Borrower to repay
      the
      Obligations, or as to the sufficiency of the Collateral, thereupon, or at any
      time thereafter, Lender at its option may terminate any obligation to extend
      any
      additional credit, make additional advances or make any other financial
      accommodation to Borrower and/or may declare all of the Obligations to be due
      and payable and Lender may exercise any other rights of Lender under the Note
      or
      any other agreement with any Obligor or any Pledgor, or the remedies of a
      secured party under the Code, including, without limitation thereto, the right
      to take possession of the Collateral, or the proceeds thereof and to sell or
      otherwise dispose of the same, and for this purpose, to sign in the name of
      any
      Obligor any transfer, conveyance or instrument necessary or appropriate in
      order
      for Lender to sell or dispose of any of the Collateral, and Lender may, so
      far
      as the Borrower can give authority therefore, enter upon the premises on which
      the Collateral or any part thereof may be situated and remove the same there
      from, without being liable in any way to any Obligor on account of entering
      premises. Lender may require Borrower to assemble the Collateral and make the
      Collateral available to Lender at a place to be designated by Lender, which
      is
      reasonably convenient to both parties. Furthermore, Lender shall be entitled
      to
      (and each Obligor hereby consents to) the immediate issuance of a writ of
      possession with respect to al personality items of Collateral in any Obligor’s
      possession. Unless the Collateral is perishable, threatens to decline speedily
      in value, or is of a type customarily sold on a recognized market, Lender shall
      give Borrower written notice of the time and place of any public sale thereof
      or
      of the time after which any private sale or other intended disposition thereof
      is to be made. The requirement of sending reasonable notice shall be met if
      such
      notice is mailed, postage prepaid, or otherwise given, to Borrower at the
      address shown on Lender’s records at least (5) days before such disposition. In
      the event of a sale of the Collateral, Lender may bid upon or become purchaser
      at any such sale, if public, free from any right of redemption, which is hereby
      expressly waived by Borrower, and Lender shall have the right at its option
      to
      apply or be credited with the amount of all or any part of the Obligations
      owing
      to the Lender against the purchase price bid by Lender at any such sale. The
      net
      cash proceeds resulting from the collection, liquidation, sale, lease or other
      disposition of the Collateral shall be applied first to the expenses (including
      all attorney’s fees) of retaking, holding, storing, processing and preparation
      for sale, selling, collecting, liquidating and the like, and then to the
      satisfaction of all Obligations, with application as to particular Obligations
      or against principal or interest to be in Lender’s sole and absolute discretion.
      The Borrower shall be liable to Lender and shall pay to Lender on demand, any
      deficiency which may remain after such sale, disposition, collection or
      liquidation of the Collateral, and Lender, in turn, agrees to remit to Borrower
      any surplus remaining after all Obligations have been paid in full. If any
      Obligation (including but not limited to the Note) is a demand instrument,
      the
      statement of a maturity date or the recitation of defaults and the right of
      Lender to declare any Obligation due and payable shall not constitute an
      election by Lender to waive its right to demand payment under a demand at any
      time and in any event as Lender in its sole discretion may deem appropriate.
      The
      rights of Lender specified herein shall be in addition to, and not in limitation
      of Lender’s rights under the Code, or any other statue or rules of law
      conferring rights similar to those conferred by the Code, and under the
      provisions of any other instrument or agreement executed by Borrower, any other
      Obligor or any Pledgor to Lender. Any rights or remedies of Lender may be
      exercised or taken in any order or sequence whatsoever, at the sole option
      of
      Lender. No waiver by Lender of any default shall be effective unless in writing
      nor operate as a waiver of any other default or of the same default on a future
      occasion.

     

    
      
        
        

      

      
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    10. Minimum
      Payment. In consideration of Lender extending to Borrower a line of
      credit of up to $1,250,000.00, Borrower agrees to pay a minimum monthly service
      charge of $1,500.00.

     

    
      	
              Initial:_______________________  

            


    

     

    11. Business
      Use. Borrower represents and warrants that Lender’s loan or loans
      to Borrower will be used for nonconsumer purposes and not for personal, family
      or household purposes.

     

    12. Subordination.
      All present and future Shareholder and Investor indebtedness owed by Borrower
      to
      its Shareholders and Investors shall be subordinated to Lender and will not
      be
      repaid in whole or in part without the written consent of Lender.

     

    13. Miscellaneous.
      The security agreement set forth herein and the security interest in and
      security title to the Collateral created hereby shall terminate only when all
      of
      the Obligations have been indefeasibly paid in full and such payments are no
      longer subject to rescission, recovery or repayment upon the bankruptcy,
      insolvency, reorganization, moratorium, receivership or similar proceeding
      affecting Borrower, any Obligor, or any other person. All rights of Lender
      hereunder shall inure to the benefit of its successors and assigns, and all
      obligations of Borrower shall bind the heirs, legal representatives, successors
      and assigns of Borrower, provided, however, Borrower shall have no right to
      assign its rights or obligations under this Agreement without having first
      received the prior written consent of Lender. Borrower and each endorser, surety
      or guarantor of the Note, whether bound by this or by separate instrument or
      agreement, shall be jointly and severally liable for the indebtedness evidenced
      by the Note and hereby jointly and severally (i) waive presentment for
      payment, demand, protest, notice of nonpayment or dishonor and any and all
      other
      notices and demands whatsoever; (ii) consent that at any time, or from time
      to time, payment of any sum payable under the Note may be extended by Lender
      without notice whether for a definite or indefinite time; (iii) agree to
      remain liable until all of the Obligations are paid in full notwithstanding
      any
      release or transfer of Collateral by Lender or of any extension, modification
      or
      renewal; and (iv) consent to the exercise of personal jurisdiction over
      each Obligor by the State Court of Bergen County in the State of New Jersey
      and
      hereby consents to the laying of venue in any jurisdiction or locality in the
      State of New Jersey. No conduct of Lender shall be deemed a waiver or release
      of
      such liability, unless the holder expressly releases such party in writing.
      In
      the event the Obligations evidenced hereby are collected by or through an
      attorney or Lender following a default hereunder, Lender shall be entitled
      to
      recover reasonable attorneys’ fees and all other costs and expenses of
      collection. Time is of the essence. This Agreement, and the rights and
      obligations of the parties hereunder, shall be governed and construed in
      accordance with the laws of the State of New Jersey. This Agreement and the
      documents executed and delivered pursuant hereto, constitute the entire
      agreement between the parties, and may be amended only by a writing signed
      on
      behalf of the party sought to be charged. If any provision of this Agreement
      shall be held invalid under any applicable laws, such invalidity shall not
      affect any other provision of this Agreement that can be given effect without
      the invalid provision, and to this end, the provisions hereof are severable.
      This Agreement may be executed in any number of counterparts, each of which
      shall be deemed an original, but all of which together shall constitute but
      the
      same instrument. Terms used in this Agreement, which are defined in the Code,
      shall have the meanings given such terms in the Code unless the context requires
      otherwise.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, Borrower and Lender have executed this Agreement under seal
      this 22nd
      day of February, 2005.

     

    
      	ATTEST: 	 	 
	By: 	 /s/
              Lynn D.
              Toomey	BORROWER:
              
              BCI
                Communications, Inc.

            
	 	
              

            	 
 	 
 
	 	 	By:  	/s/ Richard
              B. Berliner
	 	 	 	
              
    
Richard
              B. Berliner,
              President/CEO
	 	 	 	 
	 	 	
              LENDER:

              PRESIDENTIAL
                FINANCIAL CORPORATION OF 

              DELAWARE
                VALLEY

            
	 	 	 	
               

               

            
	 	 	By: 	/s/ Robert J. Vanaman, Jr.
	 	 	
              
                

              

                   Robert J. Vanaman, Jr.,
                President

            


    

     

     

    
      
        
        

      

      
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