SECURED
      PROMISSORY NOTE

    LOAN,
      SECURITY AND PLEDGE AGREEMENT

    


    THIS
      SECURED PROMISSORY NOTE LOAN, SECURITY AND PLEDGE AGREEMENT (the “Loan
      Agreement”)
      is
      entered into this 5th day of September, 2007, by and among
      DEL-INC ACQUISITION LLC,
      with
      offices at 1224 Mill Street, Building “B”, East Berlin, Connecticut
      06023 (the
      "Borrower")
      and
JMC
      VENTURE PARTNERS LLC,
      with
      offices at 2 Oliver Street, Boston, Massachusetts 02109 (the "Lender").

    


    W
      I T N E S S E T H:

    


    In
      consideration of the premises and of the mutual covenants herein contained
      and
      to induce Lender to extend credit to the Borrower, the parties agree as
      follows:

     

    SECTION
      1

     

    DEFINITIONS

     

    1.1 Definitions. Capitalized
      terms that are not otherwise defined herein shall have the meanings set forth
      in
Exhibit A
      attached
      hereto.
      Terms
      not otherwise defined herein or in Exhibit
      A
      shall
      have the meanings ascribed to them, if any, in the Code.

    


    SECTION
      2

     

    SECURED
      PROMISSORY NOTE

     

    2.1 Term
      Loan.
      Lender
      agrees, on the terms and conditions set forth in this Loan Agreement and the
      Note, to make a
      term
      loan to the Borrower for Two Million Seven Hundred and Fifty Thousand Dollars
      ($2,750,000), which shall be evidenced by the Secured Promissory Note, dated
      the
      date hereof, in the form appended hereto as Exhibit
      B,
      and
      shall be payable in accordance with the terms of the Note and this Loan
      Agreement.

     

    2.2 Interest.
      Upon
      execution of the Note, the advance of Principal and until all amounts due
      hereunder are paid in full, interest shall accrue on all unpaid Principal at
      the
      annual rate of twelve percent (12%). Interest shall be computed daily on the
      basis of a three hundred and sixty (360) day year, and a thirty (30) day month.
      For the first sixty (60) days following the Closing Date (the “Deferral
      Period”)
      payment of interest shall be deferred, and paid over the ten (10) months
      following the Deferral Period in accordance with the amortization schedule
      set
      forth in Exhibit
      B-1.

    


    2.3 Default
      Interest and Late Charges.
      Upon
      and during the continuance of an Event of Default the Borrower shall also
      pay, whether
      or not the Lender has accelerated payment, default interest on Principal at
      the
      per annum rate of six (6.00%) percent, in addition to the rate of interest
      set
      forth in Section 2.2. Without limiting anything herein, if a payment of
      Principal and/or interest hereunder, as the case may be, is not made within
      ten
      (10) Business Days of its due date, the Borrower will pay on demand a late
      payment charge of five (5.00%) percent of the amount of such


    
      
        
        

      

      
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    payment.
      Nothing in the preceding sentence shall affect the Lender’s right to accelerate
      the maturity of this Note upon the occurrence and during the continuance of
      an
      Event of Default.

    


       2.4 Installment
      Payments.
      Commencing on the sixty-first (61st)
      day
      after the Closing Date monthly payments of interest due under the Note will
      be
      paid by the Borrower to the Lender on the first business day of each month,
      at
      the Lender’s address set forth above or at such address that Lender directs in
      writing. All Principal, unpaid interest, fees and costs that are due and owing
      under the Loan Documents will be paid, in full, on the Maturity
      Date.

     

    2.5 Prepayments.
      The
      Borrower may, from time to time at any time, pre-pay all or part of the
      principal, interest, default interest, late charges, fees, charges and expenses
      due under the Note, without penalty. If Borrower intends for pre-pay all or
      part
      of the unpaid balance it shall notify the Lender, in writing, at least five
      (5)
      days prior to the payment. Amounts pre-paid may not be re-borrowed.

    


    2.6 Application
      of Amounts Paid.
      Upon
      the Lender’s receipt of any payments under the Note, including without
      limitation any prepayments, the funds received shall be applied as follows:
      (i)
      first, to the reasonable costs, expenses and attorneys’ fees and expenses
      incurred and billed by the Lender for collection of amounts due under the Loan
      Documents and for the examination, review, acquisition, protection, sale and/or
      delivery of the Collateral, (ii) second, to default interest and late charges
      due under this Loan Agreement, the Note and the other Loan Documents, (iii)
      third, to interest due under the Note, this Loan Agreement, and the other Loan
      Documents, and (iv) fourth, to the Principal due under the Note. If any
      deficiency exists the Borrower shall remain liable to the Lender.

    


    2.7 Loan
      Security.
      The
      Note and all obligations under the other Loan Documents shall be secured by
      a
      (i) first priority perfected security interest in all of the Collateral, (ii)
      pledge of Borrower’s economic, equity and voting interests in the Mexican
      Subsidiary, and (iii) an assignment of Borrower’s Future Lease. Additionally
      Parent will execute a guaranty agreement (the “Corporate
      Guaranty”),
      which
      will be unlimited in amount and unconditional. The Corporate Guaranty shall
      be
      in a form substantially similar to the Guaranty Agreement attached hereto as
      Exhibit
      C.
      Additionally the Mexican Subsidiary will execute a guaranty agreement (the
      “Mexican
      Guaranty”),
      which
      will be unlimited in amount, unconditional and will be secured by a pledge
      of
      all assets owned by the Mexican Subsidiary and the Mexican Mortgage. The Mexican
      Corporate Guaranty shall be in a form substantially similar to the Guaranty
      Agreement attached hereto as Exhibit
      C-1.
      

    


    2.8 Cross
      Defaults.

     

    2.8.1 A
      default
      under any obligation of the Borrower with the Lender, under any of the Loan
      Documents, including without limitation this Loan Agreement, shall constitute
      a
      default under all of the other Loan Documents.

     

    2.8.2 Acceleration
      of any amount due under either the Parent Senior Loan Documents or the Parent
      PIPE Documents shall constitute a default under all of the Loan
      Documents.


    
      
        
        

      

      
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    2.9 Lenders
      Records and Statement of Account.
      All
      Advances of Principal, and interest thereon, and all fees and expenses shall
      be
      recorded in the books of the Lender and shall be deemed accurate and correct,
      absent manifest error. If Lender provides Borrower with a statement of account,
      such statement will be presumed complete and accurate and will be definitive
      and
      binding on Borrower, absent manifest error or unless objected to with
      specificity by Borrower in writing within forty-five (45) days after
      receipt.

    


    2.10 Additional
      Advances.
      Any
      sums expended by the Lender due to the Borrower’s failure to perform or comply
      with Borrower’s obligations under this Loan Agreement or any of the other Loan
      Documents may be charged to the Note as an Advance and added to the amounts
      due
      under the Note and the other Loan Documents.

    


    SECTION
      3

    


    SECURITY
      AGREEMENT

    


    3.1 Grant
      of Security Interest.
      As
      security for the payment and performance of any and all of the
      Indebtedness,
      including without limitation all amounts due under the Note, this Loan Agreement
      and all other Loan Documents,
      and the
      performance of all other obligations and covenants of the Borrower hereunder
      and
      under the Loan Documents, certain or contingent, now existing or hereafter
      arising, which are now, or may at any time or times hereafter be owing by the
      Borrower to Lender, the Borrower hereby pledges to Lender and grants Lender
      a
      continuing security interest in and general Lien upon and right of set-off
      against, all right, title and interest of the Borrower in and to the
      Collateral,
      including without limitation all security deposits and deposit accounts,
whether
      now owned or hereafter acquired by the Borrower.
      The
      Borrower further grants the Lender a right of set-off against the Borrower’s
      property held by the Lender, now or hereinafter in the possession, custody
      or
      control or in transit to the Lender.

    


    3.2 Deposit
      Accounts.
      In
      order to perfect the Lender’s security interest in the Borrower’s Deposit
      Accounts the Borrower agrees to execute any and all deposit account control
      agreements required by the Lender, which shall contain terms reasonably
      satisfactory to the Lender, Borrower and holders of the Deposit Accounts. The
      Borrower agrees to open and maintain Deposit Accounts at an institution that
      agrees to enter into a deposit account control agreement. A list of the
      Borrower’s Deposit Accounts is set froth in Exhibit
      D.

    


    3.3 Exercise
      of Rights.
      Except
      as set forth herein, or under applicable law, Lender shall not be obligated
      to
      exercise any degree of care greater than the degree of care as it relates to
      its
      own assets in connection with any Collateral in its possession, to take any
      steps necessary to preserve any rights in any of the Collateral or to preserve
      any rights therein of or against all other parties. The Lender shall be deemed
      to have exercised reasonable care if it shall have taken such steps for the
      care
      and preservation of the Collateral or rights therein as Borrower may have
      reasonably requested Lender to take and Lender's omission to take any action
      not
      requested by Borrower shall not be deemed a failure to exercise reasonable
      care.
      No segregation or specific allocation by Lender of specified items of Collateral
      against any liability of the Borrower shall waive or affect any
      security


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    interest
      in or Lien against other items of Collateral or any of Lender's options, powers
      or rights under this Loan Agreement, the Loan Documents or applicable
      law.

    


    3.4 Post
      Default Communications.
      Following and during the continuance of an Event of Default, Lender may at
      any
      time and from time to time, with or without notice to the Borrower, (i) transfer
      into the name of Lender or the name of Lender's nominee any of the Collateral,
      (ii) notify any
      holder
      of any Collateral to transfer Collateral in such party’s possession directly to
      the Lender, (iii) notify and direct Borrower’s account debtors to remit payments
      directly to the Lender and (iv) receive and direct the settlement, compromise
      and/or disposition of any proceeds of any Collateral.
      Once any
      such notice has been given to any Person Borrower shall not give any contrary
      instruction to such Person without the Lender’s written consent.

    


    3.5 Waiver
      of Marshaling.
      The
      Borrower hereby waives any right it may have to require marshaling of its
      assets.

    


    3.6 Continuing
      Duty of Borrower.
      It is
      expressly agreed by Borrower that, notwithstanding anything herein to the
      contrary, Borrower remains liable under each of its contracts and each of its
      licenses to which it is a party (if any), to observe and perform all of the
      conditions and obligations to be observed and performed thereunder. Lender
      shall
      not have any obligation or liability under any contract or license by reason
      of
      or arising out of this Loan Agreement, or the granting of the Liens herein,
      or
      the receipt by Lender of any payment relating to any contract or license
      pursuant hereto.
      The
      Lender shall not be required or obligated in any manner to perform or fulfill
      any of the obligations of Borrower under or pursuant to any contract or license,
      or to make any payment, or to make any inquiry as to the nature or the
      sufficiency of any payment received by it or the sufficiency of any performance
      by any party under contract or license, or to present or file any claims, or
      to
      take any action to collect or enforce any performance or the payment of any
      amounts which may have been assigned to it or to which it may be entitled at
      any
      time or times.

    


    3.7 Permitted
      Communications.
      Following and during the continuance of an Event of Default the Lender may,
      in
      the name of the Borrower or a third party, communicate (by mail, email,
      telephone, facsimile or otherwise) with Persons, parties to contracts or
      obligors in respect of Instruments, Accounts, Chattel Paper and/or payment
      intangibles to inquire about the amounts outstanding and status of such
      Instruments, Accounts, Chattel Paper and/or payment intangibles. During a
      continuing Event of Default the Lender may at any time, in Lender’s own name,
      the name of the Borrower or in the name of Lender’s nominee, communicate by
      mail, email, telephone, facsimile, email or otherwise with Persons, parties
      to
      or obligors under Instruments, Accounts, Chattel Paper and/or payment
      intangibles.

    


    3.8 Final
      Payment Release.
      Upon
      payment, in full, of all amounts due under the Loan Documents, Lender shall
      release all of the Collateral from the terms and provisions of the Note and
      Loan
      Documents, and promptly provide any release or other instruments required to
      effect such release or as reasonably requested by Borrower to evidence such
      release.


    
      
        
        

      

      
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    SECTION
      4

    


    PLEDGE
      OF SECURITIES and

    GRANT
      OF SECURITY INTEREST

    


    4.1 As
      additional security for the payment and performance of any and all of the
      Indebtedness, including without limitation all amounts due under the Note,
      this
      Loan Agreement and all other Loan Documents, and the performance of all other
      obligations and covenants of the Borrower hereunder and under the Loan
      Documents, certain or contingent, now existing or hereafter arising, which
      are
      now, or may at any time or times hereafter be owing by the Borrower, the
      Borrower pledges to Lender and grants Lender a continuing security interest
      in
      and general Lien upon and right of set-off against, all right, title and
      interests of the Borrower in and to all of the Borrower’s equity, voting and
      ownership interests in the Mexican Subsidiary, whether now owned or hereafter
      acquired by the Borrower,
      together
      with all proceeds and substitutions thereof, all cash, stock and other moneys
      and property paid thereon, all rights to subscribe for securities declared
      or
      granted in connection therewith, and all other cash and noncash proceeds of
      the
      foregoing (all hereinafter called the “Mexican
      Stock”).

     

    4.1.1 The
      term
“Mexican Stock” shall include, but not be limited to any securities, instruments
      or distributions of any kind issuable, issued or received by the Borrower upon
      conversion of, in respect of, or in exchange for any other Mexican Stock,
      including, but not limited to, those arising from a stock dividend, stock split,
      reclassification, reorganization, merger, consolidation, sale of assets or
      other
      exchange of securities or any dividends or other distributions of any kind
      upon
      or with respect to the Mexican Stock.

     

    4.2 The
      certificate or certificates for the securities included in the Mexican Stock
      are
      currently held in escrow pursuant to a joint escrow agreement by and between
      Fox
      Rothschild LLP and Pepe & Hazard LLP, dated August 29, 2007 (the
“Escrow
      Agreement”).
      Upon
      execution of this Loan Agreement the Borrower shall direct Fox Rothschild and
      Pepe & Hazard (collectively the “Escrow
      Agents”)
      to
      deliver the Mexican Stock to Borrower’s counsel, to be held in escrow. Once the
      Loan is funded pursuant to the terms hereof Borrower’s counsel will release the
      Mexican Stock and transfer it to Lender. If the Loan is not funded within three
      (3) business days of the Closing Date Borrower’s counsel shall return the
      Mexican Stock to the Escrow Agents.

     

    4.3 The
      Borrower shall execute, in blank, stock powers, substantially similar to the
      form stock power attached hereto as Exhibit
      E,
      and
      together with this Agreement delivered to the Lender.

     

    4.4 The
      Borrower shall cause its books to reflect the Borrower’s pledge of the Mexican
      Stock.

     

    4.5 So
      long
      as no Event of Default shall have occurred and be continuing, Borrower shall
      be
      entitled to exercise any and all voting, management and other consensual rights
      pertaining to the Mexican Stock, for any purpose not inconsistent with the
      terms
      of the Loan Documents.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    4.6 With
      respect to the Mexican Stock, upon the occurrence and continuation of an Event
      of Default under this Loan Agreement, or any of the other Loan Documents, the
      Lender may, at its election do any one or more of the following:

     

    4.6.1 Sell
      the
      Mexican Stock; or

     

    4.6.2 Exercise
      management, voting or other controlling powers of Borrower in the Mexican
      Subsidiary; or

     

    4.6.3 Sell
      or
      otherwise dispose of the assets of the Mexican Subsidiary; or

    


    4.6.4 Effect
      the transfer of any securities included in the Mexican Stock into the name
      of
      Lender and cause new certificates representing such securities to be issued
      in
      the name of Lender.

    


    4.7 The
      remedies set froth in Section 4.6 are not inclusive.

    


    4.8 The
      Borrower will execute and deliver such documents, and take or cause to be taken
      such actions, as Lender may reasonably request to perfect or continue the
      perfection of Lender’s security interest in the Mexican Stock, or sell,
      transfer, dispose, vote or exercise dominion and control over the Mexican
      Stock.

    


    SECTION
      5

    


    CONDITIONS
      PRECEDENT TO CLOSING AND FEES

    


    5.1 Conditions
      Precedent to Funding on the Closing Date.
      In
      addition to any other requirements set forth in this Loan Agreement and the
      Loan
      Documents, Lender will not make and fund the advance of Principal under the
      Note
      unless and until the following conditions shall have been
      satisfied:

    


    5.1.1 Loan
      Documents.
      Borrower, Parent and each party to any Loan Document, as applicable, shall
      have
      executed and delivered this Loan Agreement and all other Loan Documents, all
      in
      a form and substance reasonably acceptable to the Lender.

     

    5.1.2 Supporting
      Documents.
      Borrower shall cause to be delivered to Lender the following
      documents:

    


    
      	 	
              (a)

            	
              Certified
                resolutions of the board of directors of the managing member of the
                Borrower, signed by the secretary, or another authorized officer
                of the
                Borrower, authorizing the execution, delivery and performance of
                the Loan
                Documents;

            


    

     

    
      	 	
              (b)

            	
              a
                good standing certificate for Borrower, certified by the appropriate
                official of the State of
                Delaware;

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	
            	(c)	
              Certified
                resolutions of the board of directors of the Parent, signed by the
                secretary, or another authorized officer of the Parent, authorizing
                the
                execution, delivery and performance of the Loan Documents that apply
                to
                the Parent;

            


    

     

    
      	 	
              (d)

            	
              a
                good standing certificate for Parent, certified by the appropriate
                official of the State of Delaware;

            


    

    


    
      	 	
              (e)

            	
              an
                Affidavit from Borrower which lists all of Borrower’s Deposit
                Accounts;

            


    

    


    
      	 	
              (f)

            	
              an
                Affidavit from Parent’s Treasurer, certifying that all of Parent’s taxes
                have been timely paid and all tax returns, notices and extensions
                have
                been timely filed;

            


    

     

    
      	 	
              (g)

            	
              The
                legal opinion of counsel to the Borrower and Mexican Subsidiary,
                all
                addressed to Lender regarding due authority of the Borrower and Mexican
                Subsidiary, respectively, regarding execution and delivery of the
                Loan
                Documents and enforceability of the Loan Documents, in a form similar
                to
                the opinion letter attached hereto as Exhibit
                F;

            


    

     

    
      	 	
              (h)

            	
              Certified
                proof of no liens that have attached to or encumber the Collateral
                and
                Mexican Property;

            


    

     

    
      	 	
              (i)

            	
              Payment
                of all reasonable fees due and reimbursement of all costs incurred
                by
                Lender, which Borrower is required to pay under this Loan Agreement;
                and

            


    

     

    
      	 	
              (j)

            	
              An
                insurance binder covered by Section 7.4 herein, listing Lender as
                loss
                payee and additional insured, on terms and conditions reasonably
                acceptable to the Lender, together with a lender’s loss payment
                endorsement.

            


    

     

    5.1.3 Perfection
      of Liens.
      UCC-1/financing statements and mortgages shall have been duly recorded or filed
      in the manner and places required by law to establish, preserve, protect and
      perfect the interests and rights created or intended to be created by the
      security interest granted hereunder and under the Loan Documents; all stock
      powers will be executed in blank and delivered to Lender, and all taxes, fees
      and other charges in connection with the execution, delivery and filing of
      such
      financing statements and mortgages shall duly have been paid.

     

    5.1.4 No
      Adverse Change.
      Except
      for information disclosed by the Seller in Amendment No. 6 to the Asset Purchase
      Agreement, since July 31, 2007 there shall have been no event or occurrence
      that
      has or could have a Material Adverse Effect on the condition, financial or
      otherwise of the Borrower, Mexican Subsidiary, Parent, Collateral or Mexican
      Collateral.

     

    5.1.5 Lease
      Agreements.
      The
      Lender has reviewed and approved all lease agreements to which the Borrower
      is a
      party, and which are assigned as additional collateral to secure all obligations
      under the Loan Documents.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    5.1.6 Licenses
      and Permits to Conduct Business.
      Evidence that the Borrower is either duly licensed and qualified to transact
      business, or within ten (10) days after the Closing Date has applied
to
      be
      licensed and qualified to transact business in all jurisdictions where the
      Borrower transacts business and/or where the character of property owned or
      leased by the Borrower or the nature of the business transacted by the Borrower
      makes licensing or qualification necessary, and where the failure to be so
      licensed and qualified to do business will have a Material Adverse Effect on
      the
      Borrower.

    


    5.1.8 Commitment
      Fee.
      The
      Parent has delivered to Lender a certified copy of Parent’s letter to Parent’s
      transfer agent which instructs such transfer agent to deliver to Lender the
      restricted stock for the Commitment Fee, as set forth in and in accordance
      with
      Section 5(e)(i) of the Credit Agreement (the “Commitment
      Fee”).

    


    5.1.9 Asset
      Purchase Agreement.
      The
      Acquisition Transaction, and all documents related to the transactions related
      to the Acquisition Transaction have been finally executed, and the only
      condition to the Acquisition Transaction is the execution of the Loan Documents,
      funding the Loan, payment of amounts due the Seller under the Acquisition
      Transaction and compliance with all matters set forth in the Escrow Agreement.
      

    


    5.1.10 Additional
      Documents.
      Borrower shall have delivered to Lender all such other opinions, documents,
      certificates and other assurances that Lender or its counsel may reasonably
      require, including without limitation all executed and supporting documents
      related to Borrower's purchase of the equity interests and assets of Deltron,
      Inc. and it’s subsidiaries and shareholders.

     

    5.2 Fees.
      In
      addition to the payment of the Commitment Fee set forth in Section 5.1.8 above
      the Parent has agreed to pay the Lender the following fees:

    


    5.2.1 Monitoring
      Fee.
      Parent
      has agreed to pay the Lender a fee equal to two and one half percent (2.5%)
      of
      the Loan amount (the “Monitoring
      Fee”).
      This
      Monitoring Fee shall be payable in shares of the Parent, which shall be issued
      by the Parent’s transfer agent within ten (10) Business Days after the Closing
      Date.

    


    5.2.2 Investment
      Fee.
      Parent
      has agreed to pay the Lender a fee equal to one percent (1%) of the Loan
      balance, calculated at the end of each calendar quarter. Each investment fee
      shall be prorated based on the Loan disbursement date, and any prepayments.
      The
      fee is due within ten (10) Business days after the end of each calendar
      quarter.

    


    5.2.3 Perfection
      Fee.
      Borrower has agreed to pay Lender twenty thousand seven thousand five hundred
      dollars ($27,500), in Parent’s Stock valued as of the Closing Date (the
“Perfection
      Fee”),
      in
      consideration for the delay in perfecting the Lender’s security interests in the
      Mexican Subsidiary’s assets. The Perfection Fee is due on the Closing
      Date.

    


    5.2.4 Borrower’s
      Obligation To Pay and Cooperate.
      The
      Borrower is not obligated to pay the Monitoring Fee in Section 5.2.1. The
      Borrower is obligated to pay the Investment Fee in Section 5.2.2 and the
      Perfection Fee in Section 5.2.3, and any failure to timely pay such Fees
      constitutes a default under this Loan Agreement, and under all of the other
      Loan
      Documents.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    The
      Borrower will use all reasonable efforts to cause the Parent to file a
      registration statement with
      the
      U.S. Securities and Exchange Commission within one hundred and twenty (120)
      days
      after the Closing Date, pursuant to which any and all restricted stock of the
      Parent which has or will be transferred to the Lender will be freely tradeable.
       

    


    SECTION
      6

     

    REPRESENTATIONS
      AND WARRANTIES

     

    6.1 In
      order
      to induce Lender to enter into this Loan
      Agreement and to make the loans provided for herein, the Borrower makes the
      following representations and warranties, all of which shall survive the
      execution and delivery of this Loan Agreement and the Loan Documents. Unless
      otherwise specified, the following representations and warranties shall be
      deemed made as of the date hereof:

     

    6.1.1 Valid
      Existence.
      The
      Borrower is a limited liability corporation duly organized, validly existing
      and
      in good corporate standing under the laws of the jurisdiction of its
      organization, and is duly qualified or licensed to transact business in all
      places, or within ten (10) Business Days after the Closing Date will apply
      to be
      qualified or licensed to transaction business in all places where the failure
      to
      be so qualified would have a Material Adverse Effect on it.

     

    6.1.2 Power
      to Act. 
      Borrower
      has the requisite power to make execute and perform the Loan Documents executed
      by it, and all such instruments will constitute the legal, valid and binding
      obligations of the Borrower, enforceable in accordance with their respective
      terms, subject only to the Borrower’s bankruptcy, insolvency, reorganization, or
      other similar laws relating to or staying the enforcement of remedies of
      creditors generally, and the effect of rules of law governing, or practices
      of
      courts with respect to, specific enforcement, injunctive relief and other
      equitable remedies generally.

     

    6.1.3 Authority.
      The
      execution and delivery of the Loan Documents by the Borrower, and performance
      thereof by Borrower, has been duly authorized by all necessary corporate action,
      and do not violate any provision of law or regulation, or any writ, order or
      decree of any court or governmental or regulatory authority or agency or any
      provision of the governing instruments of such Person, and do not, with the
      passage of time or the giving of notice, result in a breach of, or constitute
      a
      default or require any consent under, or result in the creation of any Lien
      upon
      any property or assets of such Person pursuant to, any law, regulation,
      instrument or agreement to which any such Person is a party or by which any
      such
      Person or its respective properties may be subject, bound or
      affected.

     

    6.1.4 Financial
      Condition.
      Other
      than as disclosed in financial statements related to Seller and Seller’s
      business, which were delivered to the Lender on or prior to the date hereof,
      Borrower has not assumed or guaranteed any direct or contingent obligations
      or
      liabilities (including any guarantees or leases) or any material unrealized
      or
      anticipated losses from any commitments of such Person except as described
      on
Exhibit
      G.
      All
      financial statements supplied of Seller by the Borrower and given to the Lender
      have been prepared consistently and fairly present the financial condition
      of
      the Seller and the Sellers assets to be purchased by the Borrower, as of the
      date thereof.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    6.1.5 Knowledge
      of Material Adverse Facts.
      Other
      than the information set forth in Amendment No. 6 to the Asset Purchase
      Agreement, Borrower is not aware of any material adverse fact (other than facts
      which are generally available to the public and not particular to Borrower,
      such
      as general economic or industry trends) concerning the conditions of the
      Borrower and the assets the Borrower is purchasing from the Seller, which has
      not been fully disclosed to Lender, including any material adverse change in
      the
      existing and future operations or financial condition of Borrower, since the
      date of the most recent financial statements delivered to Lender.

     

    6.1.6 Solvency.
      Borrower is Solvent, and after consummation of the transactions set forth in
      this Loan Agreement and the other Loan Documents, Borrower will be and remain
      Solvent.

     

    6.1.7 Litigation.
      Except
      as disclosed in Exhibit
      H,
      there
      are no suits or proceedings
      pending, or to the knowledge of the Borrower threatened, before any court or
      by
      or before any governmental or regulatory authority, commission, bureau or agency
      or public regulatory body against or affecting the Borrower, or its assets
      or
      properties, which if adversely determined would have a Material Adverse
      Effect.

     

    6.1.8 Adverse
      Affect of Agreements.
      The
      Borrower is not in default in the performance, observance or fulfillment of
      any
      of the material obligations, covenants or conditions contained in any agreement
      or instrument to which it is a party, or any law, regulation, decree, order
      or
      the like applicable to it.

     

    6.1.9 Authorizations.
      All
      material authorizations, consents, approvals, certificates and licenses required
      under applicable law or regulation for the ownership or operation of the
      property owned or operated by the Borrower, or for the conduct of any business
      in which it is engaged have been duly issued and are in full force and effect,
      and it is not in default, nor to its knowledge has any event occurred which
      with
      the passage of time or the giving of notice, or both, would constitute a
      default, under any of the terms or provisions of any part thereof, or under
      any
      order, decree, ruling, regulation, or other decision or instrument of any
      governmental commission, bureau or other administrative agency or public
      regulatory body having jurisdiction over the Borrower, which default would
      have
      a Material Adverse Effect on the Borrower. Except for the filing of
      UCC-1/Financing Statements and Mexican Mortgage as noted herein, no approval,
      consent or authorization of, or filing or registration with, any governmental
      commission, bureau or other regulatory authority or agency is required with
      respect to the execution, delivery or performance of any Loan
      Document.

     

    6.1.10 Title.
      Borrower has full rights of ownership and good title to all of the Collateral,
      including without limitation the Mexican Stock, free and clear of all Liens,
      except Permitted Liens.

     

    6.1.11 Collateral.
      The
      security interests granted to Lender herein and pursuant to any other Loan
      Document with the Lender, (a) constitute and, as to subsequently acquired
      property included in the Collateral, will constitute, security interests under
      the Code and applicable Mexican law and (b) are, and as to such subsequently
      acquired Collateral will be superior and prior to the rights of all third
      persons, now existing or hereafter arising. All of the Collateral is intended
      for use solely in Borrower’s business and the Mexican Subsidiary’s business, and
      all of the Mexican Collateral is intended for use solely in the Mexican
      Subsidiary’s business.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    6.1.12 Taxes.
      Borrower has filed all federal, state and local income and other tax returns
      which are required to be filed, and have paid all taxes as shown on said returns
      and all taxes, including withholding, FICA and ad valorem
      taxes,
      shown on all assessments received by it to the extent that such taxes have
      become due, or has set aside reserves to timely pay such taxes and/or
      assessments. Borrower is not subject to any federal, state or local tax Liens
      nor has such Person received any notice of deficiency or other official notice
      to pay any taxes. Borrower has paid all sales and excise taxes payable by it,
      to
      the extent such taxes have become due.

     

    6.1.13 Labor
      Law Matters.
      To the
      Borrower’s knowledge no goods or services have been or will be produced,
      provided or performed by Borrower in violation of any applicable labor laws
      or
      regulations or any collective bargaining agreement or other labor agreements
      or
      in violation of any minimum wage, wage-and-hour or other similar laws or
      regulations applicable to Borrower, which will have a Material Adverse Effect
      on
      the Borrower.

     

    6.1.14 Judgment
      Liens.
      Except
      as set forth in Exhibit
      I,
      neither
      the Borrower nor any of its respective assets, are subject to any unpaid
      judgments (whether or not stayed) or any judgment liens in excess of fifty
      thousand dollars ($50,000), in any jurisdiction.
      Following the Closing Date and until all amounts due under the Loan Documents
      are paid in full, the Borrower shall amend and deliver to Lender Exhibit J
      as
      soon as (i) judgments and judgment liens listed therein are dismissed, satisfied
      and/or released and (ii) additional judgments and/or judgment liens in excess
      of
      fifty thousand dollars ($50,000) are entered against the Borrower or filed
      against its assets.

     

    6.1.15 Subsidiaries.
      Borrower has no Subsidiaries, other than the Mexican Subsidiary.

     

    6.1.16 Environmental.
      Except
      as disclosed in Exhibit
      J,
      and
      except for ordinary and customary amounts of solvents, cleaners and similar
      materials used in the ordinary course of Borrower’s business and in compliance
      in all material respects with all applicable Environmental Laws, to the
      Borrower’s knowledge the Borrower has not generated, stored or disposed of
      any Regulated
      Material on any portion of its property, or transferred any Regulated Material
      from such property to any other location in violation of any applicable
      Environmental Laws. Except as disclosed on
      Exhibit K,
      and to
      the Borrower’s knowledge, no Regulated Material has been generated, stored or
      disposed of on any portion of the real property currently owned, operated or
      leased by Borrower, or is now located on such property. Except as disclosed
      on
Exhibit
      L,
      Borrower is in compliance in all material respects with all applicable
      Environmental Laws and Borrower has not been notified of any action, suit,
      proceeding or investigation which calls into question compliance by Borrower
      with any Environmental Laws, or which seeks to suspend, revoke or terminate
      any
      license, permit or approval necessary for the generation, handling, storage,
      treatment or disposal of any Regulated Material.

     

    6.1.17 ERISA.
      Borrower has furnished to Lender, if any, true and complete copies of the latest
      annual report required to be filed pursuant to Section 104 of the Employee
      Retirement Income Security Act of 1974, as amended ("ERISA"),
      with
      respect to each employee benefit plan or other plan maintained for employees
      of
      each Borrower, or any of their respective Subsidiaries and covered by Title
      IV
      of ERISA (a "Plan"),
      and
      no Termination Event (as hereinafter defined) with respect to any Plan has
      occurred and is continuing. For the purposes of this Loan Agreement, a
      "Termination


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Event"
      shall mean a "reportable event" as defined in Section 4043(b) of ERISA, or
      the
      filing of a notice of intent to terminate under Section 4041 of ERISA. Neither
      Borrower nor any of their respective Subsidiaries have any unfunded liability
      with respect to any such Plan.

     

    6.1.18 Investment
      Company Act.
      Borrower is not an "investment company" as defined in the Investment Company
      Act
      of 1940, as amended.

     

    6.1.19 Compliance
      with Covenants; No Default.
      Borrower is in compliance with all of the covenants hereof. No Event of Default
      has occurred and is continuing, and the execution, delivery and performance
      of
      the Loan Documents, execution, delivery and performance of the Asset Purchase
      Agreement and the funding of the Note will not cause an Event of
      Default.

     

    6.1.20 Full
      Disclosure.
      There
      is no material fact which is known by Borrower that the Borrower has not
      disclosed to Lender that would have a Material Adverse Effect. No Loan Document,
      nor any agreement, document, certificate or statement delivered by the Borrower
      to Lender, knowingly contains any untrue statement of a material fact or omits
      to state any material fact that is known or which should be known by the
      Borrower that is necessary to keep the other statements from being
      misleading.

     

    6.1.21 Warehousemen,
      Consignees and Bailees.
      None of
      the Collateral is (i) stored or located in a warehouse or other location, which
      would give the owner, tenant, sub-landlord, sub-tenant, operator, manager or
      warehouseman a claim to or lien on the Collateral, (ii) in the possession or
      control of a third party on consignment and (iii) in the possession or control
      of a third party bailee.

     

    SECTION
      7

     

    AFFIRMATIVE
      COVENANTS

     

    7.1 Payment
      and Performance.
      Borrower will duly and punctually pay all interest and principal as and when
      it
      becomes due to the Lender under the Loan Documents, including without limitation
      this Loan Agreement and the Note, and will duly and punctually perform all
      things on its part to be done or performed under this Loan Agreement, or
      pursuant to any instrument, document or agreement executed pursuant
      hereto.

     

    7.2 Use
      of
      Loan Proceeds.
      The
      Borrower shall use the proceeds of the Note for the (i) purchase
      of assets and equity interest as set forth in the Asset Purchase Agreement,
      (ii)
      working capital to fund the operation of its business and (iii) payment of
      fees
      and expenses related to the Loan Documents and the Acquisition
      Transaction.

     

    7.3 Maintenance
      of Business and Collateral.
      Borrower shall maintain all of the property and assets used or useful in the
      conduct of its business, and keep the same in working order and


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    condition,
      ordinary wear and tear, fire and casualty excepted, and from time to time make,
      or cause to be made, all material needful and proper repairs, renewals,
      replacements, betterments and improvements thereto so that the businesses
      carried on in connection therewith may be conducted properly and in accordance
      with standards generally accepted in businesses of a similar type and size
      at
      all times, and maintain and keep in full force and effect all licenses and
      permits reasonably necessary for the proper conduct of its businesses and
      operation of its properties.

     

    7.4 Insurance.
      On or
      before the date of this Loan Agreement, and so long as any amount is due under
      any of the Loan Documents, Borrower shall obtain and maintain property and
      casualty insurance on all of the Collateral, liability insurance, workers’
compensation insurance and business interruption insurance, from good and
      responsible insurance companies reasonably satisfactory to Lender. Additionally
      the Borrower shall cause the Mexican Subsidiary to obtain and maintain property
      and casualty insurance on all of the Mexican Collateral, liability insurance,
      workers’ compensation insurance and business interruption insurance, from good
      and responsible insurance companies reasonably satisfactory to Lender. All
      insurance policies shall be in amounts and shall contain co-insurance and
      deductible provisions reasonably approved in advance by Lender. The Lender
      shall
      be named as the creditor/loss payee in all policies, under the name “JMC VENTURE
      PARTNERS LLC, its successor and assigns, as their interests may
      appear.”
      All such
      insurance may not be cancelled without first obtaining the Lender’s written
      consent, which consent must be obtained no less than thirty (30) days before
      the
      insurance will be cancelled. If the insurance is cancelled, for any reason,
      the
      Lender may maintain the existing policy or policies or obtain new insurance.
      All
      such premiums paid for by the Lender shall be added to, included and become
      the
      Borrower’s obligations to the Lender under this Loan Agreement, the Note and the
      Loan Documents.

    


    7.5 Notice
      of Default.
      The
      Borrower shall provide to Lender prompt notice of (a) the occurrence and
      continuance of an Event of Default and what action (if any) the Borrower is
      taking to correct the same, (b) any litigation or changes in existing
      litigation, which includes a claim or claims against the Borrower in excess
      of
      fifty thousand dollars ($50,000), or any judgment in excess of fifty thousand
      dollars ($50,000), against it or its assets, (c) any damage or loss to property
      in excess of fifty thousand dollars ($50,000), (d) any notice from taxing
      authorities as to claimed deficiencies in excess of twenty thousand dollars
      ($20,000) or any tax lien or any notice relating to alleged ERISA violations,
      (e) any ERISA Event, (f) any Termination Event, (g) any rejection, return,
      offset, dispute, loss or other circumstance having a Material Adverse Effect
      on
      any Collateral, (h) the cancellation or termination of, or any default under,
      any agreement to which Borrower is a party, the termination of which, or
      default, will have a Material Adverse Effect on the Borrower, (i) any
      acceleration of the maturity of any Debt of Borrower in excess of fifty thousand
      dollars ($50,000), and (j) any loss or threatened loss of licenses or permits,
      the loss of which will have a Material Adverse Effect on the Borrower or its
      business.

    


    7.6 Inspections.
      The
      Borrower shall permit inspections of the Collateral and its business premises,
      inspections of records pertaining to the reviews and field examinations of
      Borrower’s other records and properties, which related to the Collateral, twice
      every calendar year, following three (3) days advance notice, during normal
      business hours and without unnecessary interruption of Borrower’s business
      operations, so long as there is no Event of Default continuing. If there occurs
      and continues an Event of Default the Borrower shall permit such inspections,
      verifications, reviews


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    and
      field
      examinations at such times and in such manner as may be required by Lender.
      The
      reasonable cost of all such inspections, verifications, reviews and field
      examinations shall be borne and paid by the Borrower.

     

    7.7 Appraisals.
      If
      there occurs and continues an Event of Default the Lender may appraise the
      Collateral as often as may be reasonably required by Lender. The reasonable
      cost
      of all such appraisals shall be borne and paid by the Borrower.

    


    7.8 Mexican
      Opinion.
      Within
      fourteen (14) days after the Closing Date, the Borrower shall cause Mexican
      counsel to the Mexican Subsidiary shall deliver to Lender a legal opinion
      regarding due authority of the Mexican Subsidiary to execute and deliver the
      Mexican Guaranty, Mexican Security Agreement and Mexican Mortgage, in a form
      reasonably acceptable to the Lender in the Lender’s sole and absolute
      discretion. 

    


    7.9 Application
      to Conduct Business in Pennsylvania.
      Within
      ten (10) Business Days of the Closing Date the Borrower shall file all necessary
      documents and applications with the Commonwealth of Pennsylvania to be licensed
      and qualified to transact business within the Commonwealth of
      Pennsylvania.

    


    7.10 Future
      Lease Agreement.
      Within
      four (4) months of the Closing Date the Borrower shall (i) enter into a new
      lease agreement, which shall permit the assignment of such agreement to the
      Lender as collateral for amounts due under the Loan Documents, (ii) execute
      an
      assignment of leases and rents, which assigns Borrower’s new lease to Lender as
      collateral for all amounts due under the Loan Documents, in a form reasonably
      acceptable to the Lender and (iii) use all reasonable efforts to cause its
      landlord under the new lease to enter into a landlord waiver and consent
      agreement, in a form reasonably acceptable to the Lender. 

    


    SECTION
      8

     

    FINANCIAL
      INFORMATION AND DISCLOSURES

     

    8.1 Financial
      Information.
      The
      Borrower shall maintain its books and records in accordance with
      GAAP.

     

    8.2 Financial
      Information Furnished by Borrower.
      Borrower shall furnish to Lender the following periodic financial
      information:

     

    8.2.1 Monthly.

    


    
      	 	
              (i)

            	
              Within
                thirty (30) days after the end of each calendar month an aging of
                all
                Accounts and a complete list of all Inventory and its
                location.

            


    

    


    
      
        8.2.2  
          Quarterly
          Statements.

      

    


    
      	 	
              (i)

            	
              Within
                forty-five (45) days after the end of each three month period from
                the
                date hereof, starting with November 30, 2007, a Covenant Compliance
                Certificate, a draft copy of which is attached hereto as Exhibit
                M; and

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              Within
                thirty (30) days after the end of each calendar quarter a management
                prepared balance sheet, income statement and statement of cash flows,
                which reflect the Borrower’s financial condition and operating results for
                such month, together with all supporting schedules, and certified
                by the
                Borrower as true and correct and fairly representing the financial
                condition of Borrower, and that such statements are prepared in accordance
                with GAAP, except without footnotes and subject to normal year-end
                adjustments.

            


    

    


    
      	 	
              8.2.3

            	
              Annual
                Statements.

            


    

     

    
      	 	
              (i)

            	
              On
                or before sixty (60) days prior to beginning of each fiscal year,
                annual
                projections, including a balance sheet, income statement and statement
                of
                cash flows, broken down on a quarterly
                basis;

            


    

     

    
      	 	
              (ii)

            	
              Within
                one hundred and twenty days (120) days after the end of each fiscal
                year,
                an audited balance sheet, income statement and statement of cash
                flows,
                which reflect the Parent’s financial condition and operating results for
                such year, together with all supporting schedules, prepared in accordance
                with GAAP, and any management letter or letter of recommendation
                to and
                from the Borrower’s auditor. The accountant that audits the foregoing
                information must be reasonably approved by the Lender in
                advance;

            


    

     

    
      	 	
              (iii)

            	
              Within
                thirty (30) days after filing, copies of all executed and filed federal
                tax returns, including without limitation all schedules to such tax
                returns and requests for an extension to
                file.

            


    

     

    
      	 	
              (iv)
                

            	
              Within
                ten (10) days of receipt, any and all franchise tax bills received
                by the
                Borrower from the Borrower’s State of
                incorporation.

            


    

    


    8.2.3 Auditor’s
      Management Letters.
      Promptly upon receipt thereof, copies of each report submitted to Borrower
      by
      independent public accountants in connection with any annual, interim or special
      audit made by them of the books of Borrower including, without limitation,
      each
      report submitted to Borrower concerning its accounting practices and systems
      and
      any final comment letter submitted by such accountants to management in
      connection with the annual audit of Borrower;

     

    8.2.4 Other
      Information.
      Such
      other information reasonably requested by Lender from time to time concerning
      the business, properties or financial condition of Borrower.

    


    8.3 Material
      Information.
      If any
      of the information disclosed by the Borrower under this Loan Agreement is
      material, and Parent must disclose such information in a Security and Exchange
      Commission Form 8-K, then Borrower shall use all reasonable efforts to compel
      the Parent to file any and all Forms 8-K, or other related forms and press
      releases. If, for any reason, the
      Parent does not promptly file the necessary Forms 8-K, or other related forms
      and press releases, the Lender shall have the right to disclose material
      information about the Borrower to the public.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    SECTION
      9

     

    COVENANTS
      OF COMPLIANCE AND COLLATERAL

     

    9.1 Maintenance
      of Existence and Rights.
      Borrower shall preserve and maintain its corporate existence, authority to
      transact business, rights and franchises, trade names, patents, trademarks
      and
      permits material and necessary to the conduct of its business.

     

    9.2 Payment
      of Taxes
      Borrower
      shall pay before delinquent all of its debts and taxes, except for nonpayment
      of
      taxes being actively contested in accordance with law and with proper reserves
      maintained on its books and records.

     

    9.3 Compliance;
      Hazardous Materials.
      Borrower shall comply in all material respects with all laws, regulations,
      ordinances and other legal requirements applicable to it, specifically
      including, without limitation, ERISA, all securities laws and all laws relating
      to hazardous materials and the environment. Unless approved in writing by
      Lender, Borrower shall not engage in the storage, manufacture, disposition,
      processing, handling, use or transportation of any hazardous or toxic materials,
      except for ordinary and customary amounts of solvents, cleaners and similar
      materials used in the ordinary course of Borrower’s business.

     

    9.4 Compliance
      with Assignment Laws.
      Borrower shall, if required by the Lender, comply with the Federal Assignment
      of
      Claims Act and any other applicable law relating to assignment of government
      contracts.

     

    9.5 Compliance
      with Intellectual Property.
      Borrower shall maintain all of its Intellectual Property and License(s), and
      shall actively pursue any infringement of any such Intellectual Property or
      License(s). Borrower shall operate its business so as to not knowingly infringe
      any patent, trademark or copyright.

     

    9.6 Further
      Assurances.
      Borrower shall take such further action and provide to Lender such further
      assurances as may be reasonably requested to ensure compliance with the intent
      of this Loan Agreement and the other Loan Documents.

     

    9.7 Covenants
      Regarding the Collateral and Leased Premises.
      Borrower makes the following covenants with Lender regarding the Collateral
      and
      Leased Premises:

     

    9.7.1 Borrower
      will use the Collateral and the Leased Premises only in the ordinary course
      of
      its business and will not permit the Collateral and Leased Premises to be
      knowingly used in violation of any applicable law or policy of
      insurance;

     

    9.7.2 Borrower
      will defend the Collateral against all claims and demands of all Persons, except
      for Permitted Liens;

     

    9.7.3 Borrower
      will, at Lender 's request, use all reasonable efforts to obtain and deliver
      to
      Lender such waivers as Lender may reasonably require waiving a landlord's or
      subsequent lien holder’s enforcement rights against the Collateral and Leased
      Premises and assuring Lender 's access to the Leased Premises in exercise of
      its
      rights hereunder;

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    9.7.4 Borrower
      will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose
      of or encumber the Collateral or any interest therein, except in the ordinary
      course of Borrower’s business.

     

    9.8 Lease
      Agreements.
      Borrower shall deliver to Lender a list of all Future Leases, and all amendments
      to such agreements which cover, relate to or effect any and all real estate
      leased by the Borrower, as soon as such Future Leases and amendments are
      executed by Borrower.

     

    SECTION
      10

     

    NEGATIVE
      COVENANTS

     

    10.1 The
      Borrower covenants and agrees that from the date hereof and until payment in
      full of the Indebtedness and the termination of this Loan Agreement it shall
      abide by the following covenants:

     

    10.1.1 Debt.
      With
      the exception of Permitted Debt, Borrower shall not incur, assume, create,
      permit to exist or guarantee any non-trade Debt in excess of ten thousand
      dollars ($10,000).

     

    10.1.2 Liens.
      Borrower shall not create or permit any Liens on any of its property, assets,
      including without limitation the Collateral, except Permitted
      Liens.

     

    10.1.3 Dividends.
      Other
      than Permitted Distributions, Borrower shall not pay or declare any dividends,
      including without limitation stock dividends, or other distributions or
      purchases, redeem or otherwise acquire any stock or other equity interests
      or
      pay or acquire any debt subordinate to the Indebtedness, unless it is
      specifically permitted by the Lender in writing.

     

    10.1.4 Loans
      and Other Investments.
      Other
      than Permitted Distributions, except as may be permitted by the Lender in
      writing, Borrower shall not make or permit to exist any advances or loans to,
      or
      guarantee or become contingently liable, directly or indirectly, in connection
      with the obligations, leases, stock or dividends of, or own, purchase or make
      any commitment to purchase any stock, bonds, notes, debentures or other
      securities of, or any interest in, or make any capital contributions to (all
      of
      which are sometimes collectively referred to herein as “Investments”)
      in any
      Person except for (a) purchases of direct obligations of the federal government,
      (b) deposits in the Lender, (c) commercial paper of any U.S. corporation having
      the highest ratings then given by the Moody’s Investors Services, Inc. or
      Standard & Poor’s Corporation, and their successors and assigns, (d)
      endorsement of negotiable instruments for collection in the ordinary course
      of
      business, and (e) advances to employees for business travel and other expenses
      incurred in the ordinary course of business which do not at any time exceed
      ten
      thousand dollars ($10,000) in the aggregate.

     

    10.1.5 Capital
      Expenditures.
      Borrower shall not incur Capital Expenditures, in aggregate, which are greater
      than fifty thousand dollars ($50,000) until all amounts due under the Loan
      Documents
      are paid in full and this Loan Agreement is terminated in writing.

    


    10.1.6 Change
      in Business.
      Borrower shall not enter into any business that is substantially different
      from
      the business in which it is presently engaged.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    10.1.7 Change
      in Ownership and Control.
      Borrower shall not issue or authorize any additional or new equity interests,
      stock, options, securities, rights, warrants or phantom stock, that will result
      in a Change in Control of the Borrower. All equity interests in the Borrower,
      including without limitation all stock, equity interests, securities, rights,
      options, warrants and phantom stock of the Borrower, may not be transferred,
      sold, pledged or hypothecated, other than by death, in connection with estate
      planning purposes, or pursuant to the Loan Documents so long as such transfer,
      sale, pledge or hypothecation does not result in a Change in Control of the
      Borrower, unless the Lender first consents in writing.

     

    10.1.8 Transactions
      with Affiliates and Subsidiaries.
      Other
      than Permitted Distributions or as listed in Exhibit
      N,
      Borrower shall not directly or indirectly purchase, acquire or lease any
      property from, or sell, transfer or lease any property to, pay any management
      fees to or otherwise deal with, in the ordinary course of business or otherwise,
      the Parent or any Affiliate or Subsidiary. A list of the Borrower’s Affiliates
      and Subsidiaries is set forth in Exhibit
      O.

     

    10.1.9 No
      Change in Name, Offices; Removal of Collateral.
      Within
      two (2) Business Days of the Closing Date the Borrower will change its name
      to
“Deltron LLC”. Thereafter, Borrower shall not, unless it shall have given thirty
      (30) days’ advance written notice thereof to Lender, (a) change its name or the
      location of its chief executive office or other office where books or records
      are kept or (b) change its state of organization. Other than in the Borrower's
      ordinary course of business, Borrower shall not move, remove, relocate or
      transfer the Collateral to any location not approved by the Lender, in
      writing.

     

    10.1.10
      No
      Sale, Leaseback.
      Borrower shall not enter into any sale-and-leaseback or similar
      transaction.

     

    10.1.11
      Margin
      Stock.
      Borrower shall not use any proceeds of the Note to purchase or carry any margin
      stock (within the meaning of Regulation U of the Board of Governors of Federal
      Reserve System) or extend credit to others for the purpose of purchasing or
      carrying any margin stock.

     

    10.1.12
      Subsidiaries.
      Other
      than Permitted Distributions, Borrower shall not acquire, form or dispose of
      any
      Subsidiaries or permit any Subsidiary to issue capital stock except to its
      parent (other than the issuance of one share of capital stock in the Mexican
      Subsidiary to the Parent as required by Mexican law), except with the prior
      written consent of the Lender. Any new Subsidiary shall become a party to this
      Loan Agreement and shall grant to the Lender a Lien on all of its Collateral
      and
      agree to be bound by the provisions of this Loan Agreement.

     

    10.1.13
      Trade
      or Fictitious Name.
      Borrower shall give the Lender thirty (30) days prior written notice of use
      of
      or any change of any new trade or fictitious name. The Borrower’s use of any
      trade or fictitious name shall be in compliance in all material respects with
      all laws regarding the use of such names.

     

    10.1.14
      Liquidation,
      Mergers, Consolidations and Dispositions of Substantial Assets.
      Except
      with the prior written approval of the Lender, which the Lender may reasonably
      withhold, Borrower shall not dissolve or liquidate, or become a party to any
      merger or consolidation, or acquire by purchase, lease or otherwise, all or
      a
      substantial part (more than 10% in the aggregate during the term hereof) of
      the
      assets of any Person, or sell, transfer, lease or otherwise dispose of all
      or a
      substantial part (more than 10% in the aggregate during the term hereof) of
      its
      property or assets, other than the sale of inventory in the ordinary course
      of
      business.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    10.1.15
      Change
      of Fiscal Year or Accounting Methods.
      The
      Borrower shall not change its fiscal year or its accounting methods if it will
      have a Material Adverse Effect.

     

    10.1.16
      Purchase
      Money Security Interests.
      All of
      Borrower’s purchase money security interests are listed in Exhibit
      P.

     

    SECTION
      11

     

    FINANCIAL
      COVENANTS

     

    11.1 Financial
      Covenants.
      Borrower covenants and agrees that from the date hereof and until payment in
      full of the Indebtedness and termination of all Loan Documents including without
      limitation this Loan Agreement, it shall comply with the following
      covenants:

     

    11.1.1 Interest
      Coverage Ratio.
      Borrower shall not permit the ratio of its EBITDA divided by Interest Expense
      to
      be less than (i) 0.50 to 1 on February 28, 2008 and (ii) 1.20 to 1 thereafter.
      The EBITDA/Interest Expense ratio shall be first calculated on February 28,
      2008, and then on May 31, 2008. Both calculations, on February 28, 2008 and
      May
      31, 2008, shall be based on a trailing three (3) month basis.

    


    SECTION
      12

    


    EVENTS
      OF DEFAULT

    


    Each
      of
      the following shall constitute an Event of Default under this Loan Agreement
      and
      of the other Loan Documents:

     

    12.1 There
      shall occur any default by Borrower in the payment, when due, of any principal
      or interest under the Loan Documents, including without limitation the Note,
      or
      any monetary covenant, condition or agreement contained in this Loan Agreement,
      or any other Loan Document, including Borrower’s obligations to pay fees as set
      froth in Section 5.2 herein. If the Borrower defaults under this Section 12.1
      it
      shall have three (3) Business Days to cure such default, however, such three
      (3)
      day cure period only applies to the first two (2) defaults under this Section
      12.1; for all subsequent defaults there is no cure period; or

     

    12.2 There
      has
      occurred and/or is continuing a non-monetary default under any of the Loan
      Documents, and such non-monetary default is not cured within ten (10) Business
      Days; or

     

    12.3 The
      Borrower shall fail to observe or perform any non-monetary covenant, condition
      or agreement contained in this Loan Agreement, or any other Loan Document,
      and
      such default is not cured within ten (10) Business Days; or

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    12.4 Any
      representation, warranty or certification made by Borrower in any Loan Document,
      herein or therein or in any letter, certificate or report furnished in
      connection herewith or therewith, shall prove to have been untrue or incorrect
      in any material respect when made; or

     

    12.5 Any
      other
      obligation now or hereafter owed by the Borrower to the Lender shall be in
      default and not cured within the applicable grace period, if any;
      or

     

    12.6 The
      Borrower shall be in default under any obligation for borrowed money in excess
      of fifty thousand dollars ($50,000) owed to any other party, which default
      entitles the other party to accelerate any such obligations, unless such
      obligation is either (i) bonded by a surety company acceptable to the Lender
      or
      (ii) fully secured by a consensual lien from Borrower on Borrower’s assets or
      fully secured by a lien on assets owned by a third party or parties other than
      Borrower, and Borrower has notified Lender of such default in writing and
      delivered to Lender all information relevant and related to this Section 12.6.
      This Section 12.6 does not apply to unsecured accounts payable totaling fifty
      thousand dollars ($50,000) or less, which are less than thrity (30) days past
      due from their respective payment due date; or

     

    12.7 The
      Borrower shall (a) voluntarily dissolve, liquidate or terminate operations
      or
      apply for or consent to the appointment of, or the taking of possession by,
      a
      receiver, custodian, trustee or liquidator of such Person or of all or of a
      substantial part of its assets, (b) admit in writing its inability, or be
      generally unable, to pay its debts as they become due, (c) make a general
      assignment for the benefit of its/his creditors, (d) commence a voluntary
      case under the federal bankruptcy code (as now or hereafter in effect), (e)
      file
      a petition seeking to take advantage of any other law relating to bankruptcy,
      insolvency, reorganization, winding-up, or composition or adjustment of debts,
      (f) fail to controvert in a timely and appropriate manner, or acquiesce in
      writing to, any petition filed against it in an involuntary case under the
      bankruptcy code, or (g) take any corporate action for the purpose of
      effecting any of the foregoing; or

     

    12.8 An
      involuntary petition or complaint shall be filed against either Borrower seeking
      bankruptcy relief or reorganization or the appointment of a receiver, custodian,
      trustee, intervenor or liquidator of Borrower, of all or substantially all
      of
      its assets, and such petition or complaint shall not have been dismissed within
      sixty (60) days of the filing thereof; or an order, order for relief, judgment
      or decree shall be entered by any court of competent jurisdiction or other
      competent authority approving or ordering any of the foregoing actions;
      or

     

    12.9 There
      shall occur any loss, theft, damage or destruction of any of the Collateral
      or
      Mexican Collateral, which loss is not fully insured, less applicable
      deductibles, and which has a Material Adverse Effect; or

     

    12.10 A
      final
      judgment in excess of fifty thousand dollars ($50,000) shall be rendered against
      Borrower, and such judgment shall remain undischarged, undismissed, not timely
      appealed and/or unstayed for more than forty-five (45) days (except judgments
      validly covered by insurance or surety
      bond with a deductible of not more than ten thousand dollars ($10,000)), or
      there shall occur any levy upon, or attachment, garnishment or other seizure
      of,
      any material portion of the Collateral, which is not bonded over, dismissed
      or
      released within thirty (30) days of such levy, attachment, guarantee or other
      seizure, by reason of the issuance of any tax levy, judicial attachment or
      garnishment or levy of execution; or

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    12.11 A
      Change
      in Control shall occur; or

     

    12.12 The
      payment of all amounts due under all Loan Documents on the Maturity Date;
      or

     

    12.13 Parent’s
      default under any of the terms, conditions, agreements and covenants under
      the
      Credit Agreement; or

     

    12.14 The
      acceleration of any or all amounts due under either the Parent Senior Loan
      Documents or the Parent PIPE Documents.

     

    SECTION
      13

     

    REMEDIES

     

    13.1 Remedies.
      If any
      Event of Default shall occur and be continuing, under any Loan Document, the
      Lender may without notice to the Borrower, at its option, takes any or all
      of
      the following actions:

     

    13.1.1 Accelerate
      any or all of Indebtedness and declare such Indebtedness to be immediately
      due
      and payable (if not earlier demanded);

     

    13.1.2 Bring
      suit against either or both of the Borrower and/or a Guarantor, to collect
      the
      Indebtedness;

     

    13.1.3 Exercise
      any remedy available to Lender hereunder or at law and take any action or
      exercise any remedy provided herein or in any other Loan Document or under
      applicable law;

     

    13.1.4 Enforce
      the Corporate Guaranty, without first enforcing any other Loan
      Document;

     

    13.1.5 Enforce
      and foreclose the security interest on the Collateral, without first enforcing
      any other Loan Document;

     

    13.1.6
      Enforce the Mexican Guaranty, Mexican Security Agreement and/or Mexican
      Mortgage, without first enforcing any other Loan Document; or

     

    13.1.7 Enforce
      Lender’s rights set forth in Section 4.5 herein.

    


    13.2 Without
      waiving any of its other rights hereunder or under any other Loan Document
      or
      applicable law, Lender shall have all rights and remedies of a secured party
      under the Code (and the Uniform Commercial Code of any other applicable
      jurisdiction), Mexican law and such other rights and remedies as may be
      available hereunder, under other applicable law or pursuant to contract;

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    13.3 If
      requested by Lender, Borrower will promptly assemble any Collateral and make
      it
      available to Lender at a place to be designated by Lender;

    


    13.4 The
      Borrower agrees that any notice by Lender of the sale or disposition of any
      of
      the Collateral or any other intended action hereunder, whether required by
      applicable law, the Code or otherwise, shall constitute reasonable notice to
      the
      Borrower if the notice is mailed to the Borrower by regular or certified mail,
      postage prepaid, at least ten (10) days before the action to be
      taken;

     

    13.5 The
      Borrower shall be liable for any deficiencies in the event the proceeds of
      the
      disposition of the Collateral do not satisfy the Indebtedness in
      full;

     

    13.6 In
      addition to any other remedy available to it, Lender shall have the absolute
      right, upon the occurrence and during the continuance of an Event of Default,
      to
      seek and obtain the appointment of a receiver or through its own employees
      or
      agents to take possession of and operate of the Borrower’s business, and/or
      dispose of the Borrower’s business and/or dispose of the Borrower’s assets,
      including without limitation the Collateral, and any reasonable costs and
      expenses incurred by Lender in connection with such receivership shall bear
      interest at the Default Rate, and shall be secured by the
      Collateral;

     

    13.7 After
      the
      occurrence and during the continuance of an Event of Default, the Borrower
      authorizes Lender to collect and apply against the Indebtedness when due any
      cash or deposit accounts in its possession, and any refund of insurance premiums
      or any insurance proceeds payable on account of the loss or damage to the
      Collateral and irrevocably appoints Lender as its attorney-in-fact to endorse
      any check or draft or take other action necessary to obtain such
      funds.

     

    13.8 After
      the
      occurrence and during the continuance of an Event of Default the Lender may
      take
      over operational and management control of the Borrower and the Borrower’s
      business. 

     

    13.9 No
      remedy
      shall be exclusive of other remedies or impair the right of Lender to exercise
      any other remedies.

     

    13.10 The
      Borrower waives any and all rights they may have to require marshaling of their
      assets and/or claims.

    


    SECTION
      14

    


    MISCELLANEOUS
      PROVISIONS

    


    14.1 Continuing
      Obligation to Cooperate.
      Borrower agrees to execute and deliver to the Lender all such other and further
      instruments and documents and take or cause to be taken all such other and
      further action as the Lender may reasonably request in order to effect and
      confirm or vest more securely in the Lender all rights contemplated in this
      Loan
      Agreement.

     

    14.2 Amendments.
      This
      Loan Agreement may be amended only by an instrument in writing and duly signed
      by the Borrower and an authorized officer of the Lender.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    14.3 Enforceability.
      If any
      provisions of this Loan Agreement shall be held to be illegal or unenforceable,
      such illegality or unenforceability shall relate solely to such provision and
      shall not affect the remainder of this Loan Agreement.

     

    14.4 Venue.
      The
      Borrower and Lender agree that any action or proceeding to enforce or arising
      out of this Loan Agreement may be commenced in any federal or state court of
      the
      Commonwealth of Massachusetts sitting in the county of Suffolk.

     

    14.5 Service
      of Process.
      The
      Borrower waives personal service of process and agrees that a summons and
      complaint commencing an action or proceeding in any such court shall be properly
      served and confer personal jurisdiction if served by registered or certified
      mail to the Borrower, or as otherwise provided by the laws of the Commonwealth
      of Massachusetts or the United States of America.

     

    14.6 No
      Waiver, Remedies Cumulative.
      No
      failure on the part of Lender to exercise, and no delay in exercising, any
      right
      hereunder or under any other Loan Document shall operate as a waiver thereof,
      nor shall any single or partial exercise of any right hereunder preclude any
      other or further exercise thereof or the exercise of any other right. All rights
      and remedies herein provided are cumulative and are in addition to any other
      remedies provided by law, any Loan Document or otherwise.

     

    14.7 Survival
      of Representations.
      All
      representations, warranties and covenants made herein shall survive the making
      of the Loan hereunder and the delivery of the Loan Documents, and shall continue
      in full force and effect so long as any Indebtedness is outstanding, there
      exists any commitment by Lender to the Borrower, and until this Loan Agreement
      is formally terminated in writing.

     

    14.8 Indemnity
      By Borrower.
      In
      addition to all other Indebtedness, the Borrower agrees to defend, protect,
      indemnify and hold harmless the Lender, and all of its Affiliates, Subsidiaries,
      officers, directors, managers, employees, advisors, attorneys, accountants,
      consultants, agents and any controlling Persons (collectively the “Indemnified
      Parties”)
      from
      and against any and all losses, claims, damages, liabilities, obligations,
      penalties, fees, costs, expenses and settlement agreements, joint and several
      (including, without limitation, reasonable attorneys’ and paralegals’ fees,
      costs and expenses) incurred by any of the Indemnified Parties, whether prior
      to
      or from and after the date hereof, as a result of or arising from or relating
      to
      (i) any due diligence effort (including, without limitation, public record
      search, recording fees, examinations and investigations of the properties of
      the
      Borrower, a Guarantor, Borrower’s operations, the Collateral and the Leased
      Premises), negotiation, preparation, execution and/or performance of any of
      the
      Loan Documents or of any document executed in connection with the transactions
      contemplated thereby and the perfection of Lender ’s Liens in the Collateral,
      maintenance of the Loan by the Lender , and any and all amendments,
      modifications, and supplements of any of the Loan Documents or restructuring
      of
      the Indebtedness, (ii) any suit, investigation, action or proceeding by any
      Person, whether threatened or initiated, asserting a claim for any legal or
      equitable remedy against any Person under any statute,

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    regulation
      or common law principle, arising from or in connection with any of the Loan
      Documents and/or Lender ’s furnishing of funds to the Borrower under this Loan
      Agreement, (iii) the Lender’s preservation, administration and enforcement of
      its rights under the Loan Documents and applicable law, including the reasonable
      fees of the outstanding Indebtedness as attorneys fees if collected by or
      through an attorney at law and disbursements of counsel for Lender in connection
      therewith, whether suit be brought or not and whether incurred at trial or
      on
      appeal, and all costs of repossession, storage, disposition, protection and
      collection of Collateral, (iv) periodic field exams, audits and appraisals
      performed by Lender; and/or (v) any matter relating to the financing
      transactions contemplated by the Loan Documents or by any document executed
      in
      connection with the transactions contemplated thereby, other than for such
      loss,
      damage, liability, obligation, penalty, fee, cost or expense, any of which
      arise
      from an Indemnified Parties’ gross negligence or willful misconduct. No
      Indemnified Party shall be liable for any direct or consequential damages that
      arise from or are related to the Commitment Letter, this Loan Agreement or
      any
      of the Loan Documents. Borrower’s obligation for indemnification for all of the
      foregoing losses, damages, liabilities, obligations, penalties, fees, costs
      and
      expenses shall be part of the Indebtedness, secured by the Collateral, and
      chargeable against Borrower’s loan accounts. The indemnity herein shall survive
      the termination of this Loan Agreement.

     

    14.9 Tax
      Obligations.
      If the
      Borrower should fail to pay any tax or other amount required by this Loan
      Agreement to be paid or which may be reasonably necessary to protect or preserve
      any Collateral, Lender may make such payment and the amount thereof shall be
      payable on demand, shall bear interest at the Default Rate from the date of
      payment by the Lender until paid and shall be deemed to be Indebtedness entitled
      to the benefit and security of the Loan Documents. The Borrower agrees to pay
      and save Lender harmless against any liability for payment of any state
      documentary stamp taxes, intangible taxes or similar taxes (including interest
      or penalties, if any) which may now or hereafter be determined to be payable
      in
      respect to the execution, delivery or recording of any Loan Document or the
      making of any Loan, whether originally thought to be due or not. The agreement
      herein shall survive the termination of this Loan Agreement.

     

    14.10 Reinstatement.
      Notwithstanding anything herein to the contrary, this Loan Agreement shall
      continue to be effective or be reinstated, as the case may be, if at any time
      any amount received by the Lender in respect of the Indebtedness is rescinded
      or
      must otherwise be restored or returned by the Lender upon the insolvency,
      bankruptcy, dissolution, liquidation or reorganization of the Borrower, or
      upon
      the appointment of any receiver, assignee, intervener or conservator of, or
      trustee or similar official for, the Borrower or any substantial part of its
      properties, or otherwise, all as though such payments had not been
      made.

     

    14.11 Notices.
      Any
      notice or other communication hereunder, or under any Loan Document, to any
      party hereto or thereto shall be by hand delivery, overnight delivery,
      facsimile, telegram, telex or registered or certified mail and unless otherwise
      provided herein shall be deemed to have been given or made when delivered,
      telegraphed, telexed, faxed or three (3) Business Days after having been
      deposited in the mails, postage prepaid, addressed to the party at its address
      specified in Exhibit
      Q
      (or at
      any other address that the party may hereafter specify to the other parties
      in
      writing).

     

    14.12 Governing
      Law.
      This
      Loan Agreement and all Loan Documents shall be deemed contracts made under
      the
      laws of the Commonwealth of Massachusetts, and shall be governed by and
      construed in accordance with the laws of said state (excluding its conflict
      of
      laws provisions if such provisions would require application of the laws of
      another jurisdiction).

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    14.13 Successors.
      This
      Loan Agreement shall be binding upon and shall inure to the benefit of the
      Borrower and the Lender, and their respective successors and
      assigns.

     

    14.14 Assignment.
      The
      Borrower may not assign any of their rights, obligations, covenants,
      representations, warranties, duties or responsibilities hereunder and under
      the
      Loan Documents. Any such assignment shall be void. The Lender may assign all
      or
      part of its rights hereunder and under the Loan Documents, at any
      time.

     

    14.15 Counterparts.
      This
      Loan Agreement may be executed in any number of counterparts and by different
      parties hereto in separate counterparts, each of which when so executed and
      delivered shall be deemed an original and all of which when taken together
      shall
      constitute but one and the same instrument.

     

    14.16 Exhibits.
      The
      exhibits annexed hereto are
      the
      only exhibits to be annexed to this Loan Agreement, and the material contained
      therein shall be incorporated herein.

     

    14.17 Captions.
      The
      captions herein contained are inserted as a matter of convenience only and
      such
      captions do not form a part of this Loan Agreement and shall not be utilized
      in
      the construction hereof.

     

    14.18 Powers.
      All
      powers of attorney granted to Lender are coupled with an interest and are
      irrevocable.

     

    14.19 Approvals.
      If this
      Loan Agreement calls for the approval or consent of Lender, such approval or
      consent may be given or withheld in the discretion of Lender unless otherwise
      specified herein.

     

    14.20 No
      Punitive Damages.
      Each
      party agrees that it shall not have a remedy of punitive or exemplary damages
      against the other and hereby waives any right or claim to punitive or exemplary
      damages it may have now or which may arise in the future in connection with
      any
      Dispute.

     

    14.21 Waiver
      of Jury Trial.
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
      INDIRECTLY ARISING OUT OF OR RELATING TO THIS LOAN AGREEMENT OR THE TRANSACTIONS
      CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
      EACH
      PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
      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 THIS LOAN AGREEMENT
      BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
      14.21. _____ Borrower’s Initials, ___ Lender’s Initials

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    14.22 Participations.
      Lender
      shall have the right to enter into one or more participation agreements with
      other lenders with respect to the Indebtedness. Upon prior notice to the
      Borrower of such participation, Borrower shall thereafter furnish to such
      participant any information furnished by Borrower to Lender pursuant to the
      terms of the Loan Documents. Nothing in this Loan Agreement or any other Loan
      Document shall prohibit Lender from pledging or assigning this Loan Agreement
      and Lender’s rights under any of the other Loan Documents, including collateral
      therefore, to any Federal Reserve Lender in accordance with applicable
      law.

     

    14.23 Joint
      and Several Obligations.
      All
      Indebtedness, representations, warranties, covenants and indemnities set forth
      herein and in the Loan Documents shall be joint and several between the Borrower
      and the Guarantors. Lender shall have the right to deal with any individual
      of
      the Borrower with regard to all matters concerning the rights and obligations
      of
      Lender hereunder and pursuant to applicable law with regard to the transactions
      contemplated under the Loan Documents. All actions or inactions of the officers,
      managers, members and/or agents of the Borrower with regard to the transactions
      contemplated under the Loan Documents shall be deemed with full authority and
      binding upon the Borrower hereunder. The foregoing is a material inducement
      to
      the agreement of Lender to enter into the terms hereof and to consummate the
      transactions contemplated hereby.

     

    14.24 Fiduciary
      and Representative Capacities.
      If a
      party hereto executes this Loan Agreement in a fiduciary or representative
      capacity, only the estate or entity represented shall be bound by this Loan
      Agreement, and the party executing this Loan Agreement, and the shareholders,
      officers, directors, employees and beneficiaries of such party shall not be
      personally liable for any obligation, express or implied,
      hereunder.

     

    14.25 Waiver
      of Certain Defenses.
      All
      rights of Lender and all obligations of the Borrower hereunder and under the
      Loan Documents shall be absolute and unconditional irrespective of (i) any
      change in the time, manner or place of payment of, or any other term of, all
      or
      any of the Indebtedness, or any other amendment or waiver of or any consent
      to
      any departure from any provision of the Loan Documents, (ii) any exchange,
      release or non-perfection of any other collateral given as security for the
      Indebtedness, or any release or amendment or waiver of or consent to departure
      from any guaranty for all or any of the Indebtedness, or (iii) any other
      circumstance which might otherwise constitute a defense available to, or a
      discharge of Borrower, or any third party, other than payment and performance
      in
      full of the Indebtedness.

     

    14.26 Terms
      Generally.
      The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”. The word “will” shall be construed to have the same
      meaning and effect as the word “shall”. Unless the context requires otherwise
      (a) any definition of or reference to any agreement, instrument or other
      document herein shall be construed as referring to such agreement, instrument
      or
      other document as from time to time amended, supplemented or otherwise modified
      (subject to any restrictions on such

     


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    amendments,
      supplements or modifications set forth herein), (b) any reference herein to
      any
      Person shall be construed to include such Person’s successors and assigns, (c)
      the words “herein”, “hereof” and “hereunder”, and words of similar import, shall
      be construed to refer to this Loan Agreement in its entirety and not to any
      particular provision hereof, (d) all references herein to Articles, Sections,
      Exhibits and Schedules shall be construed to refer to Articles and Sections
      of,
      and Exhibits and Schedules to, this Loan Agreement and (e) the word “asset”
shall be construed to the have the same meaning and effect and to refer to
      any
      and all tangible and intangible assets and properties, including cash,
      securities, accounts and contract rights.

     

    [Remainder
      of the page is blank. Signatures are on the following page.]


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Loan Agreement to be duly executed as of the
      day
      and year first above written.

     

    
      
        	 	
                BORROWER

              
	 	 
	
                WITNESSED

              	
                DEL-INC
                  ACQUISITION LLC

              
	 	 
	 	 
	
                ______________________

              	
                By__________________________________

              
	 	
                Gary
                  G. Brandt

              
	 	
                Its
                  President

              
	 	
                Duly
                  Authorized

              
	 	 
	 	 
	 	
                LENDER

              
	 	 
	 	
                JMC
                  VENTURE PARTNERS LLC

              
	 	 
	 	 
	
                ______________________

              	
                By__________________________________

              
	 	
                G.
                  Lawrence Bero

              
	 	
                Its
                  Treasurer

              
	 	
                Duly
                  Authorized

              


      



    [Signature
      page to Loan Agreement]


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    SCHEDULE
      OF EXHIBITS

     

    
      
        	
                Exhibit

              	 	
                Section
                  Reference

              	 	
                Title

              
	 	 	 	 	 
	
                A

              	 	
                1.1

              	 	
                Definitions

              
	 	 	 	 	 
	
                B

              	 	
                2.1

              	 	
                Secured
                  Promissory Note

              
	 	 	 	 	 
	
                B-1

              	 	
                2.2

              	 	
                Amortization
                  of Deferred Interest

              
	 	 	 	 	 
	
                C

              	 	
                2.7

              	 	
                Corporate
                  Guaranty

              
	 	 	 	 	 
	
                C-1

              	 	
                2.7

              	 	
                Mexican
                  Guaranty

              
	 	 	 	 	 
	
                D

              	 	
                3.2

              	 	
                List
                  of Deposit Accounts

              
	 	 	 	 	 
	
                E

              	 	
                4.2

              	 	
                Stock
                  Power

              
	 	 	 	 	 
	
                F

              	 	
                5.1.2(g)

              	 	
                Opinion
                  Letters

              
	 	 	 	 	 
	
                G

              	 	
                6.1.4

              	 	
                List
                  of Unrealized or Anticipated Losses

              
	 	 	 	 	 
	
                H

              	 	
                6.1.7

              	 	
                List
                  of Litigation

              
	 	 	 	 	 
	
                I

              	 	
                6.1.14

              	 	
                List
                  of Judgments and Liens

              
	 	 	 	 	 
	
                J

              	 	
                6.1.16

              	 	
                List
                  of Environmental Matters

              
	
                 

              	 	 	 	 
	
                K

              	 	
                6.1.16

              	 	
                List
                  of Regulated Materials

              
	 	 	 	 	 
	
                L

              	 	
                6.1.16

              	 	
                List
                  of Environmental Actions

              
	 	 	 	 	 
	
                M

              	 	
                8.2.2

              	 	
                Covenant
                  Compliance Certificate

              
	 	 	 	 	 
	
                N

              	 	
                10.1.8

              	 	
                List
                  of Permitted Distributions

              
	 	 	 	 	 
	
                O

              	 	
                10.1.8

              	 	
                List
                  of Affiliates and Subsidiaries

              
	 	 	 	 	 
	
                P

              	 	
                10.1.16

              	 	
                List
                  of Purchase Money Security Interests

              
	 	 	 	 	 
	
                Q

              	 	
                14.11

              	 	
                Notice
                  Addresses

              
	 	 	 	 	 
	
                R

              	 	
                Definitions

              	 	
                List
                  of Intellectual Property

              


      

    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Definitions

    


    “Accounts”
means
      accounts as defined in the Code.

    


    “Acquisition
      Transaction”
means
      the transaction contemplated under the Asset Purchase Agreement.

    


    “Advance”
means
      a
      payment and transfer of Principal from the Lender to the Borrower under the
      Revolving Note, in accordance with the terms and conditions of the Revolving
      Note and the Loan Agreement.

    


    “Affiliate”
      of
      a
      Person means (a) any Person directly or indirectly owning ten percent (10%)
      or
      more of the voting stock or rights of such named Person or of which the named
      Person owns ten percent (10%) or more of such voting stock or rights; (b) any
      Person controlling, controlled by or under common control with such named
      Person; (c) any officer, director or employee of such named Person or any
      Affiliate of the named Person; and (d) any family member of the named Person
      or
      any Affiliate of such named Person.

    


    “Assignment
      of Leases and Rents”
means
      that certain Assignment of Leases and Rents, pursuant to which the Borrower
      assigns all of its rights, title and interests in the Future Lease to the Lender
      as security for payment of the Indebtedness.

    


    “Asset
      Purchase Agreement”
means
      that certain Asset Purchase Agreement, dated June 1, 2007, by and among Solomon
      technologies, Inc. and Borrower, as buyers, and Deltron, Inc. and its
      subsidiaries and shareholders, as sellers, pursuant to which the buyers agreed
      to purchase the sellers business and assets, all amendments, addendum and
      modifications to such Asset Purchase Agreement, the Disclosure Letter dated
      June
      1, 2007, and agreements in relation to or in executed conjunction with such
      Asset Purchase Agreement. 

    


    “Borrower”
means
      Del-Inc Acquisition LLC, a Delaware limited liability corporation with a place
      of business at 1224 Mill Street, Building “B”, East Berlin, Connecticut
      06023.

    


    “Business
      Day”
means
      any day that is not a Saturday, Sunday or a holiday under Massachusetts or
      federal law.

    


    “Capital
      Expenditure”
means
      capital expenditures as defined under GAAP, including without limitation capital
      leases.

    


    “Change
      in Control”
means
      the current shareholders or interest holders who control fifty-one percent
      (51%)
      of the economic and voting interests of the Borrower cease to own, on a fully
      diluted basis, in the aggregate fifty-one percent (51%) of the economic and
      voting interests of the Borrower.


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    “Change
      in Law”
means
      (a) the adoption of any law, rule or regulation after the closing date of
      closing or (b) any change in any law, rule or regulation or in the
      interpretation or application thereof by any governmental authority after the
      date of closing.

    


    “Closing
      Date”
means
      the date all Loan Documents are executed and delivered by the Borrower, Lender,
      Parent and Mexican Subsidiary, and the Note is funded, but in no event shall
      it
      be later than September 5, 2007.

    


    “Code”
      means
      the
      Uniform Commercial Code, including all amendments, in effect in the State of
      Delaware from time to time.

    


    “Collateral”
      means
      the
      following property of the Borrower, wherever located and whether now owned
      by
      Borrower or hereafter acquired (all terms shall have the meaning provided in
      the
      Code), (a) all accounts, (b) all inventory, (c) all general intangibles, (c)
      all
      chattel paper, (d) all instruments, (e) all payment intangibles, (f) all
      equipment, (g) all insurance and insurance proceeds, (h) all machinery, (i)
      all
      contracts, (j) all contract rights, (k) all Investment Property, (l) chattle
      paper, (m) electronic chattle paper, (n) all causes of action, (o) all lender
      and deposit accounts, including without limitation all Deposit Accounts, (p)
      all
      supporting obligations, (q) all funds on deposit with or under the control
      of
      Lender or its agents or correspondents, (r) all Intellectual Property, (s)
      all
      economic, equity and voting interests in a Person, (t) all parts, replacements,
      substitutions, profits, products and cash and non-cash proceeds of any of the
      foregoing (including insurance proceeds, of any kind, including those payable
      by
      reason of loss or damage thereto) in any form and wherever located (u) all
      fixtures, (v) all Vehicles, and (w) all written or electronically recorded
      books
      and records relating to any such Collateral and other rights relating thereto,
      wherever located and whether now owned by Borrower or hereafter
      acquired.

     

    “Corporate
      Guaranty”
means
      the Guaranty Agreement, dated as of the date of the Loan Agreement, executed
      by
      the Parent, which unconditionally guarantees all amounts due under the Loan
      Documents.

     

    “Credit
      Agreement”
means
      the Acquisition Line of Credit Agreement, dated August 24, 2007, by and between
      Solomon Technologies, Inc. and JMC Venture Partners LLC.

     

    “Debt”
      means
      all
      liabilities of a Person as determined under GAAP and all obligations which
      such
      Person has guaranteed or endorsed or is otherwise severally, secondarily or
      jointly liable for, and shall include, without limitation (a)
      all
      obligations for borrowed money or purchased assets, (b)
      obligations secured by assets whether or not any personal liability exists,
      (c)
      the
      capitalized amount of any capital or finance lease obligations, (d)
      the
      unfunded portion of pension or benefit plans or other similar liabilities,
      (e)
      obligations as a general partner, (f)
      contingent obligations pursuant to guaranties, endorsements, letters of credit
      and other secondary liabilities, and (g)
      obligations for deposits.

     

    “Default”
means
      any event or condition which constitutes an Event of Default or which upon
      notice, lapse of time or both would, unless cured or waived, becomes an Event
      of
      Default.


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    “Default
      Rate”
      means
      the
      per annum rate of six (6.00%) percent plus the rate of interest rate payable
      under Sections 2.2 of the Loan Agreement and the Note.

     

    “Deposit
      Accounts”
means
      all bank accounts and deposit accounts maintained by the Borrower, including
      without limitation all checking accounts, savings accounts, certificate of
      deposits, financial management accounts and money market accounts, maintained
      with any Person.

     

    “EBIT”
means,
      for any period, Net Income of the Borrower for such period calculated before
      income tax expense, Interest Expense, and before any extraordinary and unusual
      gains or losses during such period and before excluding the proceeds of any
      casualty event or any disposition of assets permitted hereunder. 

     

    “EBITDA”
means,
      for any period, EBIT, plus
      depreciation expense, plus
      amortization expense.

     

    “Environmental
      Laws”
means,
      collectively the following acts and laws, as amended: the Comprehensive
      Environmental Response, Compensation and Liability Act of 1980; the Superfund
      Amendments and Reauthorization Act of 1986; the Resource Conservation and
      Recovery Act; the Toxic Substances Act; the Clean Water Act; the Clean Air
      Act;
      the Oil Pollution and Hazardous Substances Control Act of 1978; and any other
      “Superfund” or “Superlien” law, and any other present or future federal, state
      or local law statute, ordinance, code, rule, regulation, order or decree
      relating to, or imposing liability or standards of conduct concerning, any
      pollutants, hazardous materials or waste, hazardous substances, toxic or
      dangerous waste, substance or material that may have a negative impact on human
      health, including without limitation, asbestos and asbestos containing
      materials, lead, radon, toxic mold, petroleum, petroleum products and
      radioactive materials, as now or at any time hereafter in effect.

     

    “Equipment”
means
      equipment as defined in the Code.

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time.

     

    “ERISA
      Affiliate”
means
      any trade or business (whether or not incorporated) that, together with the
      Borrower, is treated as a single employer within the meaning of Section 414(b),
      (c), (m) or (o) of the Code.

     

    “ERISA
      Event”
means
      (a) any “reportable event”, as defined in Section 4043 of ERISA or the
      regulations issued thereunder with respect to any Pension Plan, (b) the
      existence with respect to any Pension Plan of an “accumulated funding
      deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA),
      whether or not waived, (c) the filing pursuant to Section 412(d) of the Code
      or
      Section 303(d) of ERISA of an application for a waiver of the minimum funding
      standard with respect to any Pension Plan, (d) the incurrence by the Borrower
      or
      any of its ERISA Affiliates of any liability under Title IV of ERISA with
      respect to the termination of any Pension Plan, (e) the receipt by the Borrower
      or any ERISA Affiliate from the PBGC or a plan administrator of any
      notice


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    relating
      to an intention to terminate any Pension Plan or Pension Plans or to appoint
      a
      trustee to administer any Pension Plan or (f) the receipt by the Borrower or
      any
      ERISA Affiliate of any notice, or the receipt by any Multi-employer Plan from
      the Borrower or any ERISA Affiliate of any notice of Withdrawal Liability or
      a
      determination that a Multi-employer Plan is, or is expected to be, insolvent
      or
      in reorganization, within the meaning of Title IV of ERISA.

    


    “Event
      of Default”
      means
      any
      event specified as such in Section 12 hereof (“Events
      of Default”),
      provided that there shall have been satisfied any requirement in connection
      with
      such event for the giving of notice or the lapse of time, or both.

     

    “Future
      Lease”
means
      any and all lease agreements, amendments, modifications, renewals and/or
      extensions thereto executed by the Borrower for the lease of real property,
      which are entered into on or after the Closing Date.

     

    “GAAP”
means
      generally accepted accounting principles as in effect in the Unites States
      from
      time to time.

    


    “Indebtedness”
      means
      all
      obligations now or hereafter owed to Lender by the Borrower, under the Loan
      Agreement, Loan Documents, Note, including without limitation amounts owed
      or to
      be owed under the terms of the Loan Documents, or arising out of the
      transactions described therein, including, without limitation sums advanced
      to
      pay overdrafts on any account maintained by the Borrower with Lender,
      reimbursement obligations for outstanding letters of credit or Lender's
      acceptances issued for the account of the Borrower, together with all interest
      accruing thereon, all obligations under any swap agreements as defined in 11
      U.S.C. §101 between Lender and Borrower whenever executed, all taxes, fees, all
      costs of collection, reasonable attorneys’ fees and expenses of or advances by
      Lender which Lender pays or incurs in discharge of obligations of Borrower
      or to
      appraise, inspect, repossess, protect, preserve, store or dispose of any
      Collateral or the Leased Premises, whether such amounts are now due or hereafter
      become due, direct or indirect and whether such amounts due are from time to
      time reduced or entirely extinguished and thereafter re-incurred and any and
      all
      amounts covered by the indemnification provisions of Section 14.8, which are
      paid by an Indemnified Party.

    


    “Intellectual
      Property”
means
      all patents, trademarks, copyrights, trade secrets, inventions, processes,
      designs, applications for Intellectual Property, work of authorship or mask
      work
      protected under applicable law. A complete list of the Borrower’s Intellectual
      Property is set forth in Exhibit
      R
      to the
      Loan Agreement.

    


    “Interest
      Expense”
means,
      for any period, the sum of the following: (a) all interest in respect of Debt
      accrued or capitalized during such period (whether or not actually paid during
      such period) plus
      (b) all
      fees, including letter of credit fees and expenses, incurred under the Loan
      Documents, yet excluding the Commitment Fee, Monitoring Fee and Perfection
      Fee.


    


    “Inventory”
means
      inventory as defined in the Code.

    


    “Investment
      Property”
means
      the definition provided in Section 9-102 of the Delaware UCC.


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    “Lien”
      means
      any
      consensual lien, non-consensual lien, mortgage, pledge, statutory lien or other
      lien arising by operation of law, grant, security interest, trust arrangement,
      security deed, financing lease, collateral assignment or other encumbrance,
      conditional sale or title retention agreement, or any other interest in property
      designed to secure the repayment of Indebtedness, whether arising by agreement
      or under any statute or law or otherwise.

    


    “Loan
      Agreement”
means
      that certain Secured Promissory Note Loan, Security and Pledge Agreement, dated
      September 5, 2007, by and between the Borrower and Lender.

    


    “Loan
      Documents”
      means
      the
      Loan Agreement, the Note, Corporate Guaranty, Mexican Guaranty, Mexican
      Mortgage, Assignment of Leases and Rents, UCC-1/Financing Statements for
      Borrower, Corporate Guaranty, Guarantor’s Pledged and Security Agreement,
      UCC-1/Financing Statement for Corporate Guarantor, Mexican Security Agreement,
      UCC-1/Financing Statement for Mexican Subsidiary and all other documents,
      instruments and agreements now or hereafter evidencing, describing, relating
      to,
      the Loan Agreement, the Note and the guaranteeing or securing the Indebtedness
      contemplated hereby or delivered in connection herewith, as they may be amended
      and/or modified from time to time.

    


    “Machinery”
means
      machinery as defined in the Code.

    


    “Material
      Adverse Effect”
means
      any (i) material adverse effect upon the validity, performance or enforceability
      of any of the Loan Documents or any of the transactions contemplated hereby
      or
      thereby, (ii) material adverse effect upon the properties, business, or
      condition (financial or otherwise) of the Borrower and/or any other Person
      obligated under any of the Loan Documents, which will or may reasonably likely
      cause the Borrower or other Person to Default under any of the Loan Documents,
      or (iii) effect upon the ability of Borrower to fulfill any obligation under
      any
      of the Loan Documents.

    


    “Maturity
      Date”
means
      September 5, 2008.

    


    “Mexican
      Collateral”
means
      the following property of the Mexican Subsidiary, wherever located and whether
      now owned by Mexican Subsidiary or hereafter acquired (all terms shall have
      the
      meaning provided in the Code), (a) all accounts, (b) all inventory, (c) all
      general intangibles, (c) all chattel paper, (d) all instruments, (e) all payment
      intangibles, (f) all equipment, (g) all insurance and insurance proceeds, (h)
      all machinery, (i) all contracts, (j) all contract rights, (k) all Investment
      Property, (l) chattle paper, (m) electronic chattle paper, (n) all causes of
      action, (o) all lender and deposit accounts, including without limitation all
      Deposit Accounts, (p) all supporting obligations, (q) all funds on deposit
      with
      or under the control of Lender or its agents or correspondents, (r) all
      Intellectual Property, (s) all economic, equity and voting interests in a
      Person, (t) all parts, replacements, substitutions, profits, products and cash
      and non-cash proceeds of any of the foregoing (including insurance proceeds,
      of
      any kind, including those payable by reason of loss or damage thereto) in any
      form and wherever located (u) all fixtures, (v) all Vehicles, and (w) all
      written or electronically recorded books and records relating to any such
      Collateral and other rights relating thereto, wherever located and whether
      now
      owned by Borrower or hereafter acquired.


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    “Mexican
      Mortgage”
means
      a
      mortgage and Lien, under and pursuant to the laws of Tamaulipas, Mexico, which
      creates and grants the Lender a first priority security interest in the Mexican
      Property.

    


    “Mexican
      Property”
means
      all land, buildings, fixtures and appurtenances located at Blvd Carrertera
      Riberena KM. Maquilpark Lote #1, Apartado Postal No 295, CD, Reunosa,
      Tamaulipas, Mexico, 88780, and all rent and income generated therefrom, and
      all
      proceeds generated by the sale, lease, transfer, condemnation, taking or other
      disposition of such property.

    


    “Mexican
      Subsidiary”
means
      Corporacion Delinc S.A. de c.v., a Reynosa, Tamaulipas, Mexico corporation.
      

    


    “Mexican
      Security Agreement”
means
      that certain Security Agreement, dated September 5, 2007, by and between the
      Lender and the Mexican Subsidiary, pursuant to which the Mexican Subsidiary
      grants the Lender a first priority security interest in all of the Mexican
      Collateral.

    


    “Note”
means
      the $2,750,000 Secured Promissory Note, dated September 5, 2007, executed by
      Borrower and in favor of Lender. A copy of the Note is attached to the Loan
      Agreement as Exhibit
      B.

    


    “Parent”
means
      Solomon Technologies, Inc., a Delaware corporation with a place of business
      at
      1224 Mill Street,, Building “B”, East Berlin, Connecticut 06023, which owns one
      hundred percent (100%) of the equity interests of the Borrower.

    


    “Parent
      PIPE Documents”
means
      the (i) Variable Rate Self-Liquidating Senior Secured Convertible Debentures
      due
      March 17, 2008, and issued on January 17, 2007, executed by Solomon
      Technologies, Inc., in the original aggregate principal amount of up to
      $5,500,000, (ii) and amendment agreement between Solomon Technologies, Inc.
      and
      the investors under such Convertible Debentures, dated August 24, 2007, and
      (iii) all agreements, documents, filings, disclosures and amendments which
      relate to and/or are executed in connection with such Convertible
      Debentures.

    


    “Parent
      Senior Loan Documents”
means
      that certain Securities Purchase Agreement, dated January 17, 2007, by and
      between Solomon Technologies, Inc. and each purchaser identified in such
      Purchase Agreement, and all agreements, documents, filings, disclosures and
      amendments which relate to and/or are executed in connection with such Purchase
      Agreement.

    


    “Permitted
      Debt”
      means
      (a)
      the Indebtedness; (b) Debt incurred for Capital Expenditures secured only by
      the
      capital asset purchased with such Debt, not to exceed in the aggregate fifty
      thousand dollars ($50,000) in the aggregate, and (c) trade payables incurred
      in
      the ordinary course of business that are not past due for more than sixty (60)
      days other than as may be disputed in good faith or for which adequate reserves
      have been provided under GAAP.

    


    “Permitted
      Distributions”
      means:


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    (a) payments
      by the Borrower to Lender of principal and interest due under the Note;
      and

    


    (b) distributions
      by the Borrower to the Parent to fund tax liabilities arising from Borrower’s
      taxable income, which are set forth in executed tax returns prepared by
      Borrower’s accountant and actually paid to a state or federal taxing authority.


    


    “Permitted
      Liens”
      means:

    


    (a) Liens
      created under the Loan Documents;

     

    (b) Liens
      imposed by any governmental authority for taxes, assessments or charges not
      yet
      due or which are being contested in good faith and by appropriate proceedings
      if
      adequate reserves with respect thereto are maintained on the books of the
      Borrower in accordance with GAAP;

    


    (c) purchase
      money security interests or other permitted liens, if any, listed in
Exhibit
      R;

    


    (f) pledges
      or deposits under worker’s compensation, unemployment insurance and other social
      security legislation; 

     

    (g) deposits
      to secure the performance of bids, tenders, trade contracts (other than for
      borrowed money), leases (other than capital leases), statutory obligations,
      surety and appeal bonds, performance bonds and other obligations of a like
      nature incurred in the ordinary course of business;

    


    (h) minor
      defects in title to property, none of which, individually or in the aggregate,
      materially interferes with the use of such property; and

    


    (i) liens
      automatically imposed by law and incurred in the ordinary course of business
      for
      obligations not yet due to carriers, warehouseman, laborers, marterialmen or
      the
      like. 

    


      “Person”
      means
      any
      natural person, corporation, unincorporated organization, trust, joint-stock
      company, joint venture, association, company, limited or general partnership,
      any government or any agency or political subdivision of any government, or
      any
      other entity or organization, including without limitation the
      Borrower.

    


    “Principal”
means
      all principal paid and transferred by Lender to Borrower under the
      Note.

    


    “Projections”
means
      Borrower’s forecasted consolidated (i) balance sheets, (ii) profit and loss
      statements, (iii) cash flow statements, and (iv) capitalization statements,
      all
      prepared on a month by month basis and on a consistent basis with Borrower’s
      historical financial statements, together with appropriate supporting details
      and a statement of underlying assumptions.

    


    “Regulated
      Materials”
means
      any hazardous, toxic or dangerous waste, substance or material, the generation,
      handling, storage, disposal, treatment or emission of which is subject
      to


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    an
      Environmental Law.

    


    “Secured
      Promissory Note”
means
      the Note.

    


    “Securities”
means
      the definition provided in Section 8-102 of the Delaware UCC.

    


    “Security
      Entitlement”
shall
      have the meaning provided in Mass Gen Laws ch. 106, Sec 8-102.

    


    “Seller”
means
      Deltron, Inc., a Pennsylvania corporation with a place of business at 290
      Wissahickon Avenue, North Wales, Pennsylvania, and the same party identified
      as
“Seller” under the Asset Purchase Agreement.

    


    “Solvent”
means,
      as to any Person, that such Person has capital sufficient to carry on its
      business and transactions in which it is currently engaged and all business
      and
      transactions in which it is about to engage, is able to pay its debts as they
      mature, and has assets having a fair valuation greater than its liabilities,
      at
      fair valuation.

    


    “Subsidiary”
      means
      any
      corporation, partnership or other entity in which a Borrower, directly or
      indirectly, owns more than fifty percent (50%) of the stock, capital or income
      interests, or other beneficial interests, or which is effectively controlled
      by
      such Person.

    


    “Term
      Loan”
means
      all amounts advanced, accrued and/or due under the Note.

    


    “Vehicles”
means
      all motorized and non-motorized vehicles owned by the Borrower, which are not
      Equipment or Machinery, which have or are covered by a certificate of title.
      

    


    Footnote
      1.
      All
      financial terms used herein shall have the meanings assigned to them under
      GAAP
      unless another meaning shall be specified.

    


    Footnote
      2.
      The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”. The word “will” shall be construed to have the same
      meaning and effect as the word “shall”. Unless the context requires otherwise
      (a) any definition of or reference to any agreement, instrument or other
      document herein shall be construed as referring to such agreement, instrument
      or
      other document as from time to time amended, supplemented or otherwise modified
      (subject to any restrictions on such amendments, supplements or modifications
      set forth herein), (b) any reference herein to any Person shall be construed
      to
      include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to
      this Loan Agreement in its entirety and not to any particular provision hereof,
      (d) all references herein to Articles, Sections, Exhibits and Schedules shall
      be
      construed to refer to Articles and Sections of, and Exhibits and Schedules
      to,
      this Loan Agreement and (e) the words “asset” and “property” shall be construed
      to have the same meaning


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    and
      effect and to refer to any and all tangible and intangible assets and
      properties, including cash, securities, accounts and contract
      rights.


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J

    


    List
      of Environmental Matters

    


    The
      following disclosures were made to Borrower by Seller as contained in the Asset
      Purchase Agreement and Borrower, in reliance on such disclosures, hereby makes
      the same disclosures to Lender:

    


    
      	1.	
              Borrower
                stores various hazardous materials at its facilities and uses such
                hazardous materials in the operation of its business in the ordinary
                course of business. 

            


    

    


    
      	
              2.

            	
              As
                a result of the use and storage of hazardous materials at their
                facilities, as described in Item 1 above, various hazardous materials
                including commercially available chemicals and substances found in
                businesses such as the Borrower’s business that are used in the operation
                of the Borrower’s business, may be released into the environment. Borrower
                is not aware of any specific release of any such chemicals or substances
                on any specific occasion(s). 

            


    

    


    
      	
              3.

            	
              D.C.R.
                Environmental Services, Inc. (“DCR”) performed a Phase I Environmental
                Site Assessment of the primary property of the business on March
                8, 2002.
                DCR did not note any indications of any type of usage that would
                create an
                environmental concern requiring further investigation. DCR found
                that
                there was a minimal amount of regulated chemicals used on-site and
                the use
                and storage of these materials is in compliance with all appropriate
                regulatory guidelines. 

            


    

    


    
      	
              4.
                

            	
              In
                1987-1988, Seller participated in discussions with the U.S. Environmental
                Protection Agency (the “EPA”)
                concerning environmental conditions at or affecting the Pennsylvania
                Facility. In connection with that effort, Seller received a copy
                of
                report, dated July 7, 1986, entitled “Site Discovery of Groundwater
                Contamination in the North Penn Area”. By letter dated May 7, 1987, Bruce
                Smith, Chief of the Hazardous Waste Enforcement Branch of the EPA
                notified
                Seller that Seller had been identified as a potential “responsible party”
                with respect to the property identified as the “North Penn Groundwater
                Site” under the Comprehensive Environmental Response, Compensation and
                Liability Act of 1980 and other related laws. By letter dated November
                25,
                1987, Rosanne Mistretta, Aisstnant Regional Counsel for the EPA contacted
                counsel for Seller with respect to a property identified as the “Spra-Fin
                Site”. By letter dated August 9, 1988, Christopher B. Pilla, Environmental
                Scientist for the EPA, informed Seller that the EPA was in the process
                of
                developing a work plan for the Spra-Fin Site. Although the EPA and
                other
                interested parties (including Seller) attempted to negotiate an
                Administrative Order on Consent relating to these matters, to the
                knowledge of Seller, such Administrative Order was never finalized,
                signed
                or entered in any court. No further communications from, by or on
                behalf
                of the EPA with respect to this matter have been received by Seller
                or
                Borrower to date. Copies of all relevant documents were provided
                to
                Lender. 

            


    

    


    
      	
              5.
                

            	
              By
                letter dated February 11, 1992, Larry S. Miller, Chief of the PRP
                Search
                Section of the EPA contacted the Seller and made certain inquiries
                concerning a release or the threat
                of

            


    


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    release
      of hazardous substances, pollutants or contaminants into the environment at
      the
      North Penn Area 7 Site, North Wales, Pennsylvania. By letter dated March 6,
      1992, Seller responded to the EPA’s letter. No further communications from, by
      or on behalf of the EPA with respect to this matter have been received by Seller
      or Borrower to date. Copies of both documents were provided to Lender.


    


    
      	6.	
              See
                Phase I Environmental Site Assessment, prepared by D.C.R. Environmental
                Services, Inc. in March 2002. Copies of the 2002 Phase I were provided
                to
                Lender.

            


    

    


    
      	7.	
              See
                Phase I Environmental Site Assessment, prepared by Conestoga-Rovers
&
                Associates in May 2007. Copies of the May 2007 Phase I were provided
                to
                Lender.

            


    

    


    Mexico

    


    
      	
              8.

            	
              Mexican
                Subsidiary stores various hazardous materials at its facilities and
                uses
                such hazardous materials in the operation of its business in the
                ordinary
                course of business. 

            


    

    


    
      	
              9.

            	
              The
                Ministry of the State of Tamaulipas audited Mexican Subsidiary. The
                audit
                results and correspondence with the Environmental Ministry regarding
                those
                results were provided to Lender. 

            


    

    


    
      	
              10.

            	
              2005
                Federal Environmental Operating
                Report.

            


    

    


    
      	11.	
              See
                Phase I Environmental Site Assessment, prepared by Conestoga-Rovers
&
                Associates in March 2007. Copies of the March 2007 Phase I were provided
                to Lender.

            


    

    



    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L

    


    List
      of Environmental Actions

    


    See
      Exhibit J.


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N

    


    Affiliate
      Transactions

    


    1.
      Borrower engages in transactions with Parent, Mexican Subsidiary and Technipower
      LLC in the ordinary course of business in connection with the sale, manufacture
      and distribution of its products. 

    


    2.
      Borrower and/or Parent intend to acquire additional businesses related to the
      business currently conducted by Borrower and that such acquisitions may be
      completed through either an equity or asset acquisition. To the extent that
      Parent, Borrower, Mexican Subsidiary or Technipower LLC (i) acquires the equity
      of a separate business or (ii) acquires the assets of a separate business
      through a newly formed acquisition company, Borrower will engage in transactions
      with such newly acquired or formed businesses similar to those identified in
      Paragraph 1 above.

    


    



    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    EXHIBIT
      O

    


    List
      of Affiliates and Subsidiaries

    


    Borrower’s
      Affiliates are as follows:

    


    Parent

    


    Mexican
      Subsidiary

    


    Technipower
      LLC

    


    Officers
      of Borrower:
      

    Gary
      Brandt

    


    Employees
      of Borrower:

    Chet
      Pierson

    John
      Zampetti

    Brendan
      Coyne

    Weldon
      Regi

    Dave
      Tran

    Don
      Wampole

    Nancy
      Maylott

    Kay
      Valenti

    Carolyn
      Unger

    Mike
      Voytko

    Nancy
      Kohn

    Jack
      Phillips

    Lynda
      Newsome

    


    



    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q

    


    Notice
      Addresses

    


    


    If
      to
      the Lender:

    G.
      Lawrence Bero

    2
      Oliver
      Street

    Boston,
      Massachusetts 02109

    o:
      (617)
      338-4431

    f:
      (617)
      338-5353

     

    With
      a
      Copy to:

    Thomas
      Durkin, Esq.

    Gesmer
      Updegrove LLP

    40
      Broad
      Street

    Boston,
      Massachusetts 02110

    o:
      (617)
      358-6800

    f:
      (617)
      358-6878

     

    If
      to
      Borrower:

     

    As
      of the
      Closing Date

     

    Del-Inc
      Acquisition LLC

    1224
      Mill
      Street

    Building
      “B”

    East
      Berlin, Connecticut 06023

    Attn:
      President

     

    On
      and
      after September 1, 2007

     

    Deltron
      LLC

    290
      Wissahickon Avenue

    North
      Wales, Pennsylvania 19454

    Attn:
      President

     

    With
      a
      copy to:

    Neal
      S.
      Splaine, Esq.

    Pepe
      & Hazard LLP

    225
      Franklin Street

    Boston,
      Massachusetts 02110

    o:
      (617)
      748-5513

    f:
      (617)
      748-5555 

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      T

    


    List
      of Intellectual Property

    


    The
      following disclosures were made to Borrower by Seller as contained in the
      Purchase Agreement and Borrower, in reliance on such disclosures, hereby makes
      the same disclosures to Lender:

    


    
      	
              1.

            	
              U.S.
                Patent Registration: 

            


    

    


    
      	 	
              ·

            	
              U.S.
                Patent Registration No. 6,147,476, entitled “Two Quadrant Magamp Regulator
                Control Circuit with Fast Dynamic Response and Full Holdoff Capability”,
                filed on February 23, 1999 and issued on November 14, 2000. The
                application was filed by Alan R. Rockenbach, Aaron Anton and Domnick
                F.
                Travaglini, and was assigned to Seller on February 5, 1999 and assigned
                to
                Borrower on the Closing Date. 

            


    

    


    
      	
              2.

            	
              U.S.
                Trademark Registrations: 

            


    

    


    
      	 	
              ·

            	
              U.S.
                Trademark Registration No. 1,002,177, for “DELTRON”, issued on January 21,
                1975, and renewed as of January 21, 2005; and


            


    

    


    
      	 	
              ·

            	
              U.S.
                Trademark Registration No. 1,681,016, for “MODUFLEX”, issued on March 31,
                1992, and renewed as of March 31. 2002.


            


    

    


    3. Borrower
      has common law rights in and to the following unregistered trade names and
      trademarks:

     

    
      	 	
              ·

            	
              “ACCUSONIC”
                (formerly the subject of U.S. Trademark Registration No. 2,184,895,
                issued
                on August 25, 1998); 

            


    

    
      	 	
              ·

            	
              “POWERMEDIC
                “ (formerly the subject of U.S. Trademark Registration No. 1,548,076,
                issued on July 18, 1989); 

            


    

    
      	 	
              ·

            	
              “SLIMLINE”;
                

            


    

    
      	 	
              ·

            	
              “SLIMLINE2”;
                

            


    

    
      	 	
              ·

            	
              “SLIMLINE3”;
                and 

            


    

    
      	 	
              ·

            	
              The
                “DELTRON” logo:  

            


    

     

    
 

    4. Mexican
      Subsidiary has common law rights in and to the following unregistered trade
      names and trademarks:

    


    
      	 	
              ·

            	
              “DELINC”;
                and 

            


    

    
      	 	
              ·

            	
              The
                “DELINC” logo: 

            


    

     


    


    5.
       Seller
      allowed two of its federally registered trademarks to be cancelled:


     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    


    
      	 	
              ·

            	
              U.S.
                Trademark Registration No. 2,184,895, for the mark “ACCUSONIC”, was
                cancelled on May 28, 2005; and 

            


    

    
      	 	
              ·

            	
              U.S.
                Trademark Registration No. 1,548,076, for the mark “POWERMEDIC” was
                cancelled on January 22, 1996. 

            


    

    


    6. Borrower
      has the right to use the following domain names: 

     

    
      	 	
              ·

            	
              deltron.us
                

            


    

    
      	 	
              ·

            	
              deltroninc.com
                

            


    

    
      	 	
              ·

            	
              deltroninc.net
                

            


    

    
      	 	
              ·

            	
              deltroninc.org
                

            


    

    
      	 	
              ·

            	
              deltronpower.com
                

            


    

    


    7. Mexican
      Subsidiary has the right to use the following domain name: 

    


    
      	 	
              ·

            	
              delinc.com
                

            


    

    


    
      	
              8.

            	
              Borrower
                owns the unregistered copyright in various brochures, catalogs,
                instruction sheets and other publications relating to Borrower’s business.
                Mexican Subsidiary owns the unregistered copyright in the delinc.com
                website. 

            


    

    


    
      	
              9.

            	
              Seller
                licensed a Helios Burn-in Monitoring System from John Fluke Mfg.
                Co. Inc.
                in 1992. This software was subsequently modified by employees of
                Seller.
                Although Seller owns all rights in the modifications made to this
                system,
                the underlying software was not owned by Seller. Borrower has the
                same
                rights Seller had to use this software.


            


    

    


    
      	
              10.
                

            	
              Borrower’s
                website was created by employees of Seller and is maintained by various
                employees of Buyer, including Brendan Coyne, Nancy Kohn and Jack
                Phillips.
                The website was created by the foregoing as well as by Aaron Anton
                and
                Leslie Clifton, a shareholder of Seller. Seller’s website was re-designed
                in 2002 by Interactive Graphics, Inc. There was no written agreement
                between Seller and Interactive Graphics, Inc., and the invoices issued
                by
                Seller to Interactive Graphics, Inc. do not address the issue of
                ownership
                of the changes made by Interactive Graphics, Inc. Accordingly, although
                Seller’s employees were actively involved in the re-design of the website,
                it is possible that Interactive Graphics, Inc. owns rights in the
                website.
                At a minimum, however, Borrower has an implied license to use those
                changes fir the purpose for which it was intended. (See memorandum,
                dated January 20, 2007, from Jack Phillips to John Zampetti, attached
                hereto. Borrower has obtained an Assignment of Copyright from all
                of the
                individual employees of Borrower listed above and from Leslie Clifton
                and
                Aaron Anton, of all of their rights in and the website.
                

            


    

    


    
      	
              11.
                

            	
              Mexican
                Subsidiary’s website was created and is maintained by Rafael Granja, an
                employee of Mexican Subsidiary. Borrower has obtain an Assignment
                of
                Copyright from Mr. Granja of all of his rights in and to such website.
                

            


    

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    
      	
              12.

            	
              Borrower
                licenses certain software pursuant to that certain Licensing Agreement
                with Glovia International, Inc. assigned to Borrower on August 31,
                2007.
                

            


    

    


    
      	
              13.

            	
              Borrower
                has various “shrink wrap” and/or “click wrap” licenses to use the various
                pieces of commercially available software in connection with its
                business
                operations.

            


    

    


    
      	
              14.

            	
              Borrower
                has the right to use the following telephone
                numbers:

            


    

    


    
      	 	
              ·

            	
              (215)
                699-9261 

            


    

    
      	 	
              ·

            	
              (215)
                699-2310 (FAX) 

            


    

    
      	 	
              ·

            	
              (800)
                523-2332 

            


    

    
      	 	
              ·

            	
              011-528-924-0506
                

            


    

    
      	 	
              ·

            	
              011-528-924-0386
                (FAX) 

            


    

    


    
      	
              15.

            	
              None
                of the employees of Seller or Mexican Subsidiary had ever been subject
                to
                any obligation to transfer or assign any patentable invention that
                they
                might develop while working for Seller or Mexican Subsidiary. Borrower
                has
                obtained an Assignment of Rights from Aaron Anton with respect to
                all
                data, software (including source code and documentation), databases,
                ideas, discoveries, inventions, patent rights, trade secrets, formulas,
                patterns, copyrights, trademarks, service marks, trade names, and
                all
                other intangible properties as of the date of the closing of the
                Acquisition Transaction pertaining to Borrower’s business. None of
                Seller’s other employees signed such assignments while employed by Seller.
                Borrower has obtained such assignments from the employees listed
                on
                Exhibit O as a condition to their employment with Borrower.
                Notwithstanding the foregoing, Borrower is not aware of any employee
                previously employed by Seller (other than Aaron Anton) or currently
                employed by Borrower who has any such rights that could be transferred
                to
                Seller or to Borrower. 

            


    

    


    
      	
              17.

            	
              Borrower
                is aware of other users of the mark “DELTRON”, including:
                

            


    

    


    
      	 	
              ·

            	
              Deltron
                Designs, Inc., Bethel, Connecticut; Website: deltrondesigns.com;
                

            


    

    
      	 	
              ·

            	
              Deltron
                Electric Corporation, Philadelphia, Pennsylvania; Website:
                deltronelectric.com; 

            


    

    
      	 	
              ·

            	
              Deltron
                Emcon Limited, North Lincolnshire, United Kingdom; Website:
                deltron-emcon.com; 

            


    

    
      	 	
              ·

            	
              Deltron
                Engineering, Burbank, California; Website: deltroneng.com;
                

            


    

    
      	 	
              ·

            	
              Deltronic,
                Santa Ana, California; Website: deltrinic.com;


            


    

    
      	 	
              ·

            	
              Deltronic
                Crystal Industries, Inc., Dover, New Jersey; Website:
                deltroniccrystal.com; 

            


    

    
      	 	
              ·

            	
              Del-Tron
                Precision Inc., Bethel, Connecticut; Website: deltron.com;
                

            


    

    
      	 	
              ·

            	
              Deltron
                Technology, Inc., Taipei, Taiwan, Republic of China; Website:
                deltrontech.com; and 

            


    

    
      	 	
              ·

            	
              Deltronweb,
                [Address Unknown]; Website: deltronweb.com.


            


    

    


    None
      of
      the above entities are affiliated with Borrower. To Borrower’s Knowledge, none
      of these companies does business in the power supply field.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    


    
      	
              18.
                

            	
              Borrower
                is aware that various domain names that include the mark “DELTRON” are
                registered to parties other than Borrower, including, but not limited
                to:
                

            


    

    


    
      	 	
              ·

            	
              deltron.com
                

            


    

    
      	 	
              ·

            	
              deltron.net
                

            


    

    
      	 	
              ·

            	
              deltron.org
                

            


    

    
      	 	
              ·

            	
              deltron.us
                

            


    

    
      	 	
              ·

            	
              deltron-inc.com
                

            


    

    
      	 	
              ·

            	
              delinc.net
                

            


    

    


    


    Intellectual
      Property Rights

    Not
      Solely and Exclusively Owned by Borrower

     

    Those
      Intellectual Property Rights described or discussed under Items 5, 9, 13, 15,
      16
      and 17 above. 

     

    
      
        
        

      

      48