exv10w1



 







Exhibit 10.1




LOAN AND SECURITY AGREEMENT








THIS AGREEMENT is entered into on June 30, 2006, between Comerica Bank (“Bank”) as secured
party, whose office is One North Central, Suite 1000, 10th Floor, Phoenix, Arizona, 85004 and the
undersigned (individually and/or collectively as the context requires, “Borrower”), whose chief
executive office is located at 410 S. Benson Lane, Chandler, Arizona 85224. The parties agree as
follows:





	1.	 	DEFINITIONS.





     1.1 “Accounts” shall mean and includes all presently existing and hereafter arising accounts,
including without limitation all accounts receivable, contract rights and other forms of right to
payment for monetary obligations or receivables for property sold or to be sold, leased, licensed,
assigned or otherwise disposed of, or for services rendered or to be rendered (including without
limitation all health-care-insurance receivables) owing to Borrower, including, but not limited to,
the lease residuals more particularly referenced on Exhibit A attached hereto, and any
supporting obligations, credit insurance, guaranties or security therefor, irrespective of whether
earned by performance.



     1.2 “Agreement” shall mean and includes this Loan and Security Agreement, any concurrent or
subsequent rider to this Loan and Security Agreement and any extensions, supplements, amendments or
modifications to this Loan and Security Agreement and/or to any such rider.



     1.3 “Bank Expenses” shall mean and includes: all costs or expenses required to be paid by
Borrower under this Agreement which are paid or advanced by Bank; taxes and insurance premiums of
every nature and kind of Borrower paid by Bank; filing, recording, publication and search fees,
appraiser fees, auditor fees and costs paid or incurred by Bank in connection with Bank’s
transactions with Borrower; costs and expenses incurred by Bank in collecting the Accounts (with or
without suit) to correct any default or enforce any provision of this Agreement, or in gaining
possession of, maintaining, handling, preserving, storing, shipping, selling, disposing of,
preparing for sale and/or advertising to sell the Collateral, whether or not a sale is consummated;
costs and expenses of suit incurred by Bank in enforcing or defending this Agreement or any portion
hereof, including, but not limited to, expenses incurred by Bank in attempting to obtain relief
from any stay, restraining order, injunction or similar process which prohibits Bank from
exercising any of its rights or remedies; and reasonable attorneys’ fees and expenses incurred by
Bank in advising, structuring, drafting, reviewing, amending, terminating, enforcing, defending or
concerning this Agreement, or any portion hereof or any agreement related hereto, whether or not
suit is brought. Bank Expenses shall include Bank’s in-house legal charges at reasonable rates.



     1.4 “Borrower’s Books” shall mean and includes all of Borrower’s books and records including
but not limited to minute books; ledgers; records indicating, summarizing or evidencing Borrower’s
assets (including, without limitation, the Accounts), liabilities, business operations or financial
condition, and all information relating thereto, computer programs; computer disk or tape files;
computer printouts; computer runs; and other computer prepared information and equipment of any
kind.



     1.5 “Brokerage Account” shall mean an investment account number 39A-33827-13 518,
maintained with Smith Barney, a division of Citigroup Global Markets, Inc., by Borrower and
pledged to Bank as additional collateral for the Loan.



     1.6 “Closing Date” shall be with respect to the Loan, the date upon which funds are initially
advanced.



     1.7 “Collateral” shall mean and includes all personal property of Borrower, including without
limitation each and all of the following: the Accounts; the Inventory; the General Intangibles; the
Negotiable Collateral; Borrower’s Books; all Borrower’s investment property (including without
limitation securities and securities entitlements); all goods, instruments, documents, policies and
certificates of insurance, deposits, money or other personal property of Borrower in which Bank
receives a security interest and which now or later come into the possession, custody or control of
Bank; all Borrower’s equipment and fixtures; all additions, accessions, attachments, parts,
replacements, substitutions, renewals, interest, dividends, distributions or rights of any kind for
or with respect to any of the foregoing (including without limitation any stock splits, stock
rights, voting rights and preferential rights); any supporting obligations for any of the
foregoing; and the products and proceeds of any of the foregoing, including, but not limited to,
proceeds of insurance covering the Collateral, and any and all Accounts, General Intangibles,
Negotiable Collateral, Inventory, equipment, money, investment property (including, but not limited
to, the Brokerage Account), equipment, fixtures or other tangible and intangible property of
Borrower resulting from the sale or other disposition of the Collateral and the proceeds thereof
and any supporting obligations or security therefor and any right to payment thereunder, and
including, without limitation, cash or other property which were proceeds and are recovered by a
bankruptcy trustee or otherwise as a preferential transfer by Borrower. Notwithstanding anything
to the contrary contained herein, Collateral shall not include any waste or other materials which
have been or may be designated as toxic or hazardous by Bank.



     1.8 “Credit” shall mean all Indebtedness, except that Indebtedness arising pursuant to any
other separate contract, instrument, note, or other separate agreement which, by its terms,
provides for a specified interest rate and term.



 









 




LOAN & SECURITY AGREEMENT

(ACCOUNTS AND INVENTORY)




     1.9 “Daily Balance” shall mean the amount determined by taking the amount of the Credit owed
at the beginning of a given day, adding any new Credit advanced or incurred on such date, and
subtracting any payments or collections which are deemed to be paid and are applied by Bank in
reduction of the Credit on that date under the provisions of this Agreement.



     1.10 “Debt” shall mean, as of any applicable date of determination, all items of indebtedness,
obligation or liability of a Person, whether matured or unmatured, liquidated or unliquidated,
direct or indirect, absolute or contingent, joint or several, that should be classified as
liabilities in accordance with GAAP. In the case of Borrower, the term “Debt” shall include,
without limitation, the Indebtedness.



     1.11 “Event of Default” shall mean one or more of those events described in Section 7
contained herein below.



     1.12 “GAAP” shall mean, as of any applicable period, generally accepted accounting principles
in effect in the United States during such period.



     1.13 “General Intangibles” shall mean and includes all of Borrower’s present and future
general intangibles and other personal property (including without limitation all payment
intangibles, electronic chattel paper, contract rights, rights arising under common law, statutes,
or regulations, choses or things in action, goodwill, patents, trade names, trademarks,
servicemarks, copyrights, blueprints, drawings, plans, diagrams, schematics, purchase orders,
customer lists, monies due or recoverable from pension funds, route lists, rights to payment
(including without limitation, rights to payment evidenced by chattel paper, documents or
instruments) and other rights under any royalty or licensing agreements, infringement claims,
software (including without limitation any computer program that is embedded in goods that consist
solely of the medium in which the program is embedded), information contained on computer disks or
tapes, literature, reports, catalogs, insurance premium rebates, tax refunds, and tax refund
claims), other than goods, Accounts, Inventory, Negotiable Collateral, and Borrowers Books.



     1.14 “Indebtedness” shall mean and includes any and all loans, advances, Letter of Credit
Obligations, overdrafts, debts, liabilities (including, without limitation, any and all amounts
charged to Borrower’s loan account pursuant to any agreement authorizing Bank to charge Borrower’s
loan account), obligations, lease payments, guaranties, covenants and duties owing by Borrower to
Bank of any kind and description whether advanced pursuant to or evidenced by this Agreement; by
any note or other Instrument; or by any other agreement between Bank and Borrower and whether or
not for the payment of money, whether direct or indirect, absolute or contingent, due or to become
due now existing or hereafter arising, including, without limitation, any interest, fees, expenses,
costs and other amounts owed to Bank that but for the provisions of the United States Bankruptcy
Code would have accrued after the commencement of any Insolvency Proceeding, and including, without
limitation, any debt, liability, or obligations owing from Borrower to others which Bank may have
obtained by assignment, participation, purchase or otherwise, and further including, without
limitation, all interest not paid when due and all Bank Expenses which Borrower is required to pay
or reimburse by this Agreement, by law, or otherwise.



     1.15 “Insolvency Proceeding” shall mean and includes any proceeding or case commenced by or
against Borrower or any of Borrower’s account debtors, under any provisions of the Bankruptcy Code,
as amended, or any other bankruptcy or insolvency law, including, but not limited to assignments
for the benefit of creditors, formal or informal moratoriums, composition or extensions with some
or all creditors, any proceeding seeking a reorganization, arrangement or any other relief under
the Bankruptcy Code, as amended, or any other bankruptcy or insolvency law.



     1.16 “Inventory” shall mean and includes all present and future inventory in which Borrower
has any interest, including, but not limited to, goods held by Borrower for sale or lease or to be
furnished under a contract of service and all of Borrower’s present and future raw materials, work
in process, finished goods (including without limitation any computer program embedded in any of
the foregoing goods and any supporting information provided in connection therewith that (i) is
associated with the goods in such a manner that the program customarily is considered part of the
goods or that (ii) by becoming the owner of the goods, a person acquires a right to use the program
in connection with the goods), together with any advertising materials and packing and shipping
materials, wherever located and any documents of title representing any of the above, and any
equipment, fixtures or other property used in the storing, moving, preserving, identifying,
accounting for and shipping or preparing for the shipping of inventory, and any and all other items
hereafter acquired by Borrower by way of substitution, replacement, return, repossession or
otherwise, and all additions and accessions thereto, and the resulting product or mass, and any
documents of title respecting any of the above.



     1.17 “Judicial Officer or Assignee” shall mean and includes any trustee, receiver, controller,
custodian, assignee for the benefit of creditors or any other person or entity having powers or
duties like or similar to the powers and duties of trustee, receiver, controller, custodian or
assignee for the benefit of creditors.



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LOAN & SECURITY AGREEMENT

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     1.18 “Letter of Credit Obligations” shall mean, as of any applicable date of determination,
the sum of the undrawn amount of any letter(s) of credit issued by Bank upon the application of
and/or for the account of Borrower, plus any unpaid reimbursement obligations owing by Borrower to
Bank in respect of any such letter(s) of credit.



     1.19 “Loan” shall mean the loan made by Bank to Borrower pursuant to the Agreement and further
evidenced by the Note.



     1.20 “Loan Amount” shall mean Two Million and No/100 Dollars ($2,000,000.00).



     1.21 “Maturity Date” shall mean September 30, 2006.



     1.22 “Negotiable Collateral” shall mean and include all of Borrower’s present and future
letters of credit, advises of credit, letter-of-credit rights, certificates of deposit, notes,
drafts, money, documents (including without limitation all negotiable documents), instruments
(including without limitation all promissory notes), tangible chattel paper or any other similar
property.



     1.23 “Net Income” shall mean the net income (or loss) of a person for any period of
determination, determined in accordance with GAAP.



     1.24 “Note” shall mean that certain $2,000,000.00 Term Promissory Note dated of even date
herewith executed by Borrower in favor of Bank.



     1.25 “Obligations” shall mean all Loans, advances, debt, principal, interest, fees, expenses,
costs and other amounts owed to Bank by Borrower pursuant to this Agreement or any other agreement,
together with all guaranties, covenants and duties owing by Borrower to Bank of any kind or
description, whether direct or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising, including any interest, fees, expenses, costs and other amounts owed to Bank
that but for the provisions of the Bankruptcy Code would have accrued after the commencement of any
Insolvency Proceeding and including any debt, liability, or obligation owing from Borrower to
others that Bank may have obtained by assignment or otherwise.



     1.26 “Organizational Documents” shall mean, as applicable, Borrower’s certificate of
incorporation and bylaws and any amendments thereto or Borrower’s certificate of formation and
operating agreement and any amendments thereto.



     1.27 “Permitted Indebtedness” shall mean unsecured Indebtedness in the ordinary course of
Borrower’s business.



     1.28 “Permitted Liens” means:



          (a) Liens securing the Obligations;




          (b) Liens for taxes, assessments and governmental charges the payment of which is not required
under Section 6.7 of this Agreement;




          (c) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s and
other similar Liens arising in the ordinary course of business and securing obligations (other than
indebtedness for borrowed money) that are not overdue by more than 30 days or are being contested
in good faith and by appropriate proceedings promptly initiated and diligently conducted, and a
reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made
therefore;




          (d) deposits and pledges of cash securing (i) obligations incurred in respect of workers’
compensation, unemployment insurance or other forms of governmental insurance or benefits, (ii) the
performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory
obligations, or (iii) obligations on surety or appeal bonds, but only to the extent such deposits
or pledges are incurred or otherwise arise in the ordinary course of business and secure
obligations not past due;




          (e) Liens arising out of the existence of judgments or awards not giving rise to an Event of
Default; and




          (f) The lien of David Band.



For purposes of the foregoing definition, “Lien” shall mean any pledge, lien (statutory or
otherwise), security interest, claim, charge or other encumbrance or security or preferential
arrangement of any nature.




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     1.29 “Person” or “person” shall mean and includes any individual, corporation, partnership,
joint venture, firm, association, trust, unincorporated association, joint stock company,
government, municipality, political subdivision or agency or other entity.



     1.30 “Unmatured Event of Default” shall mean an event or condition which with notice or lapse
of time, or both, would become an Event of Default.


Any and all terms used in the foregoing definitions and elsewhere in this Agreement shall be
construed and defined in accordance with the meaning and definition of such terms under and
pursuant to the Arizona Uniform Commercial Code (hereinafter referred to as the “Uniform Commercial
Code”) as amended, revised or replaced from time to time. Notwithstanding the foregoing, the
parties intend that the terms used herein which are defined in the Uniform Commercial Code have, at
all times, the broadest and most inclusive meanings possible. Accordingly, if the Uniform
Commercial Code shall in the future be amended or held by a court to define any term used herein
more broadly or inclusively than the Uniform Commercial Code in effect on the date of this
Agreement, then such term, as used herein, shall be given such broadened meaning. If the Uniform
Commercial Code shall in the future be amended or held by a court to define any term used herein
more narrowly, or less inclusively, than the Uniform Commercial Code in effect on the date of this
Agreement, such amendment or holding shall be disregarded in defining terms used in this Agreement.





	2.	 	LOANS, TERMS OF PAYMENT AND FEES.





     2.1 The Loan. The Loan shall be for the purpose of refinancing Borrower’s existing
Indebtedness with E-Z-GO, a Textron Company. The Loan shall be advanced in a lump sum on the
Closing Date. The Loan shall bear interest, on the Daily Balance owing, at the interest rate as
provided in the Note and shall be payable pursuant to the terms and in the manner provided in the
Note.



     2.2 Loan Fee. In addition to the payment of interest pursuant to the term of the
Note, on the Closing Date, Borrower shall pay to Bank a loan fee in an amount equal to one-eighth
of one percent (.125%) of the Loan Amount.



     2.3 Late Payment Fee. In addition to any Default Interest payable pursuant to the
terms of the Note, if Borrower has not paid the Loan in full on or before the Maturity Date,
Borrower shall pay an additional late payment fee in an amount equal to one-eighth of one percent
(.125%) of the Loan Amount.



     2.4 Additional Principal Reduction. In addition to the required principal payments
under the Note, any new equity (excluding any conversion of debt owed to David Band to equity)
shall be applied as a principal reduction to the Loan.




	3.	 	TERM.





     3.1 This Agreement shall remain in full force and effect until the earlier of payment in full
of the Loan, the Maturity Date or until terminated by notice by Borrower. Notice of such
termination by Borrower shall be effectuated by mailing of a registered or certified letter not
less than ten (10) days prior to the effective date of such termination, addressed to Bank at the
address set forth herein and the termination shall be effective as of the date so fixed in such
notice.


Notwithstanding the foregoing, upon the occurrence of an Event of Default, Bank may terminate this
Agreement at any time without notice. Notwithstanding the foregoing, should either Bank or
Borrower become insolvent or unable to meet its debts as they mature, or fail, suspend, or go out
of business, the other party shall have the right to terminate this Agreement at any time without
notice. On the date of termination all Indebtedness shall become immediately due and payable
without notice or demand; no notice of termination by Borrower shall be effective until Borrower
shall have paid all Indebtedness to Bank in full. Notwithstanding termination, until all
Indebtedness has been fully satisfied, Bank shall retain its security interest in all existing
Collateral and Collateral arising thereafter, and Borrower shall continue to perform all of its
obligations.




     3.2 After termination and when Bank has received payment in full of Borrower’s Indebtedness to
Bank, Bank shall reassign to Borrower all Collateral held by Bank, and shall execute a termination
of all security agreements and security interests given by Borrower to Bank.




	4.	 	CREATION OF SECURITY INTEREST.





     4.1 Borrower hereby grants to Bank a continuing security interest in all presently existing
and hereafter arising Collateral in order to secure prompt repayment of any and all Indebtedness
owed by Borrower to Bank and in order to secure prompt performance by Borrower of each and all of
its covenants and obligations under this Agreement and otherwise created.



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LOAN & SECURITY AGREEMENT

(ACCOUNTS AND INVENTORY)



Bank’s security interest in the Collateral shall attach to all Collateral without further act
on the part of Bank or Borrower. In the event that any Collateral, including proceeds, is
evidenced by or consists of Negotiable Collateral, Borrower, immediately upon the occurrence of an
Event of Default, shall (a) endorse or assign such Negotiable Collateral to Bank, (b) deliver
actual physical possession of such Negotiable Collateral to Bank, and (c) mark conspicuously all of
its records pertaining to such Negotiable Collateral with a legend, in form and substance
satisfactory to Bank (and in the case of Negotiable Collateral consisting of tangible chattel
paper, immediately mark all such tangible chattel paper with a conspicuous legend in form and
substance satisfactory to Bank), indicating that the Negotiable Collateral is subject to the
security interest granted to Bank hereunder.




     4.2 Bank’s security interest in the Accounts shall attach to all Accounts without further act
on the part of Bank or Borrower. Upon request from Bank, Borrower shall provide Bank with schedules
describing all Accounts created or acquired by Borrower (including without limitation agings
listing the names and addresses of, and amounts owing by date by account debtors), and shall
execute and deliver written assignments of all Accounts to Bank all in a form acceptable to Bank;
provided, however, Borrower’s failure to execute and deliver such schedules and/or
assignments shall not affect or limit Bank’s security interest and other rights in and to the
Accounts. Upon the occurrence of an Event of Default, Bank or Bank’s designee may notify customers
or account debtors of Bank’s security interest in the Collateral and direct such customers or
account debtors to make payments directly to Bank, but unless and until Bank does so or gives
Borrower other written instructions, Borrower shall collect all Accounts for Bank, receive in trust
all payments thereon as Bank’s trustee, and, if so requested to do so from Bank, Borrower shall
immediately deliver said payments to Bank in their original form as received from the account
debtor and all letters of credit, advices of credit, instruments, documents, chattel paper or any
similar property evidencing or constituting Collateral. Notwithstanding anything to the contrary
contained herein, if sales of Inventory are made for cash, Borrower shall immediately deliver to
Bank, in identical form, all such cash, checks, or other forms of payment which Borrower receives.
The receipt of any such check or other item of payment by Bank shall not be considered a payment on
account until such check or other item of payment is honored when presented for payment, in which
event, said check or other item of payment shall be deemed to have been paid to Bank two (2)
calendar days after the date Bank actually receives such check or other item of payment.



     4.3 Bank’s security interest in Inventory shall attach to all Inventory without further act on
the part of Bank or Borrower. Borrower will at Borrower’s expense pledge, assemble and deliver
such Inventory to Bank or to a third party as Bank’s bailee; or hold the same in trust for Bank’s
account or store the same in a warehouse in Bank’s name; or deliver to Bank documents of title
representing said Inventory; or evidence of Bank’s security interest in some other manner
acceptable to Bank. Until a default by Borrower under this Agreement or any other Agreement
between Borrower and Bank, Borrower may, subject to the provisions hereof and consistent herewith,
sell the Inventory, but only in the ordinary course of Borrower’s business. A sale of Inventory in
Borrower’s ordinary course of business does not include an exchange or a transfer in partial or
total satisfaction of a debt owing by Borrower.



     4.4 Concurrently with Borrower’s execution of this Agreement, and at any time or times
hereafter at the request of Bank, Borrower shall (a) execute and deliver to Bank security
agreements, mortgages, assignments, certificates of title, affidavits, reports, notices, schedules
of accounts, letters of authority and all other documents that Bank may reasonably request, in form
satisfactory to Bank, to perfect and maintain perfected Bank’s security interest in the Collateral
and in order to fully consummate all of the transactions contemplated under this Agreement, (b)
cooperate with Bank in obtaining a control agreement in form and substance satisfactory to Bank
with respect to all electronic chattel paper, investment property, and letter-of-credit rights, and
(c) in the event that any Collateral is in the possession of a third party, Borrower shall join
with Bank in notifying such third party of Bank’s security interest and obtaining an acknowledgment
from such third party that it is holding such Collateral for the benefit of Bank. By
authenticating or becoming bound by this Agreement, Borrower authorizes the filing of initial
financing statement(s), and any amendment(s) covering the Collateral to perfect and maintain
perfected Bank’s security interest in the Collateral. Upon the occurrence of an Event of Default,
Borrower hereby irrevocably makes, constitutes and appoints Bank (and any of Bank’s officers,
employees or agents designated by Bank) as Borrower’s true and lawful attorney-in-fact with power
to sign the name of Borrower on any security agreement, mortgage, assignment, certificate of title,
affidavit, letter of authority, notice of other similar documents which must be executed and/or
filed in order to perfect or continue perfected Bank’s security interest in the Collateral, and to
take such actions in its own name or in Borrower’s name as Bank, in its sole discretion, deems
necessary or appropriate to establish exclusive possession or control (as defined in the Uniform
Commercial Code) over any Collateral of such nature that perfection of Bank’s security interest may
be accomplished by possession or control.



     4.5 Borrower shall make appropriate entries in Borrower’s Books disclosing Bank’s security
interest in the Accounts. Bank (through any of its officers, employees or agents) shall have the
right at any time or times hereafter, provided that reasonable notice is provided, during
Borrower’s usual business hours, or during the usual business hours of any third party having
control over the records of Borrower, to inspect and verify Borrower’s Books in order to verify the
amount or condition of, or any other matter, relating to, said Collateral and Borrower’s financial
condition.



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     4.6 Effective only upon the occurrence of an Event of Default, Borrower appoints Bank or any
other person whom Bank may designate as Borrower’s attorney-in-fact, with power: to endorse
Borrower’s name on any checks, notes, acceptances, money order, drafts or other forms of payment or
security that may come into Bank’s possession; to sign Borrower’s name on any invoice or bill of
lading relating to any Accounts, on drafts against account debtors, on schedules and assignments of
Accounts, on verifications of Accounts and on notices to account debtors; to establish a lock box
arrangement and/or to notify the post office authorities to change the address for delivery of
Borrower’s mail addressed to Borrower to an address designated by Bank, to receive and open all
mail addressed to Borrower, and to retain all mail relating to the Collateral and forward all other
mail to Borrower; to send, whether in writing or by telephone, requests for verification of
Accounts; and to do all things necessary to carry out this Agreement. Borrower ratifies and
approves all acts of the attorney-in-fact. Neither Bank nor its attorney-in-fact will be liable
for any acts or omissions or for any error of judgement or mistake of fact or law. This power
being coupled with an interest, is irrevocable so long as any Accounts in which Bank has a security
interest remain unpaid and until the Indebtedness has been fully satisfied.



     4.7 In order to protect or perfect any security interest which Bank is granted hereunder, Bank
may, in its sole discretion, discharge any lien or encumbrance or bond the same, pay any insurance,
maintain guards, warehousemen, or any personnel to protect the Collateral, pay any service bureau,
or, obtain any records, and all costs for the same shall be added to the Indebtedness and shall be
payable on demand.



     4.8 Borrower agrees that Bank may provide information relating to this Agreement or relating
to Borrower to Bank’s parent, affiliates, subsidiaries and service providers.




	5.	 	CONDITIONS PRECEDENT.





     5.1 Conditions precedent to the making of the loans and the extension of the financial
accommodations hereunder, Borrower shall execute, or cause to be executed, and deliver to Bank, in
form and substance satisfactory to Bank and its counsel, the following:




	 	a.	 	This Agreement and other documents, instruments and agreements
required by Bank;
	 
	 	b.	 	Borrower shall have paid to Bank the Loan fee referenced in
Section 2.2 of this Agreement.
	 
	 	c.	 	Borrower shall have reimbursed Bank for all Bank Expenses
incurred in connection with this Agreement, the Loan Documents and the closing
of the Loan, including, but not limited to, outside attorneys’ fees.
	 
	 	d.	 	An investment property security agreement with collateral control
agreement executed by Smith Barney in connection with the Brokerage Account.
	 
	 	e.	 	A security agreement executed by Borrower pledging its interest
in certain trademarks and tradenames of Borrower to be filed with the United
States Patent and Trademark Office.
	 
	 	f.	 	Certified copies of all actions taken by Borrower authorizing the
execution, delivery and performance of this Agreement and any other documents,
instruments or agreements entered into in connection herewith, and authorizing
specific officers to execute and deliver any such documents, instruments and
agreements;
	 
	 	g.	 	A certificate of good standing showing that Borrower is in good
standing under the laws of the state of Delaware and certificates indicating
that Borrower is qualified to transact business and is in good standing in any
other state in which it conducts business;
	 
	 	h.	 	A copy of Borrower’s Organization Documents;
	 
	 	i.	 	UCC searches and financing statements, fictitious business
statement filings, insurance certificates, notices or other similar documents
which Bank may require and in such form as Bank may require, in order to
reflect, perfect or protect Bank’s first priority security interest in the
Collateral and in order to fully consummate all of the transactions contemplated
under this Agreement;
	 
	 	j.	 	Evidence that Borrower has obtained insurance and acceptable
endorsements;
	 
	 	k.	 	A listing of the lease residuals due Borrower;




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	 	l.	 	An opinion of Borrower’s counsel as to such matters reasonably
requested by Bank.
	 
	 	m.	 	Evidence that the maturity date on the note to David Band has
been extended no earlier than October 22, 2006.






	6.	 	WARRANTIES. REPRESENTATIONS AND COVENANTS.





     6.1 Borrower warrants, represents, covenants and agrees that:




	 	a.	 	Borrower has good and marketable title to the Collateral. Subject
to any Permitted Liens, Bank has and shall continue to have a first priority
perfected security interest in and to the Collateral. The Collateral shall at
all times remain free and clear of all liens, encumbrances and security
interests (except those in favor of Bank and except for Permitted Liens);
	 
	 	b.	 	All Accounts are and will, at all times pertinent hereto, be bona
fide existing obligations created by the sale and delivery of merchandise or the
rendition of services to account debtors in the ordinary course of business,
free of liens, claims, encumbrances and security interests (except as held by
Bank and except as may be consented to, in writing, by Bank, and further except
for Permitted Liens); and
	 
	 	c.	 	At the time each Account is assigned to Bank, all property giving
rise to such Account shall have been delivered to the account debtor or to the
agent for the account debtor for immediate shipment to, and unconditional
acceptance by, the account debtor. Borrower shall deliver to Bank, as Bank may
from time to time require, delivery receipts, customer’s purchase orders,
shipping instructions, bills of lading and any other evidence of shipping
arrangements. Absent such a request by Bank, copies of all such documentation
shall be held by Borrower as custodian for Bank.





     6.2 Except for immaterial amounts of Inventory (not to exceed $100,000.00 in the aggregate)
that is located elsewhere for maintenance and repair purposes, Borrower shall keep the Inventory
only at Borrower’s address set forth in the first paragraph of this Agreement.




	 	a.	 	All of the Inventory is and shall remain free from all purchase
money or other security interests, liens or encumbrances, except as held by Bank
and except for Permitted Liens;
	 
	 	b.	 	Borrower does now keep and hereafter at all times shall keep
correct and accurate records itemizing and describing the kind, type, quality
and quantity of the Inventory, its cost therefor and selling price thereof, and
the daily withdrawals therefrom and additions thereto, all of which records
shall be available upon demand to any of Bank’s officers, agents and employees
for inspection and copying; and
	 
	 	c.	 	Inventory is not now and shall not at any time or times hereafter
be located or stored with a bailee, warehouseman or other third party without
Bank’s prior written consent, and, in such event, Borrower will concurrently
therewith cause any such bailee, warehouseman or other third party to issue and
deliver to Bank, warehouse receipts in Bank’s name evidencing the storage of
Inventory and/or an acknowledgment by such bailee of Bank’s prior rights in the
Inventory, in each case in form and substance acceptable to Bank. In any event,
Borrower shall instruct any third party to hold all such Inventory for Bank’s
account subject to Bank’s security interests and its instructions.





     6.3 Borrower represents, warrants and covenants with Bank that Borrower will not, without
Bank’s prior written consent:




	 	a.	 	Grant a security interest in or permit a lien, claim or
encumbrance upon any of the Collateral to any person, association, firm,
corporation, entity or governmental agency or instrumentality, except for
Permitted Liens;
	 
	 	b.	 	Permit any levy, attachment or restraint to be made affecting any
of Borrower’s assets, except for Permitted Liens;
	 
	 	c.	 	Permit any Judicial Officer or Assignee to be appointed or to
take possession of any or all of Borrower’s assets;




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	 	d.	 	Other than sales of Inventory in the ordinary course of
Borrower’s business or for dispositions permitted in clause (m) of this Section
6.3 below or for transactions having an aggregate book value of not more than
One Hundred Thousand and No/100 Dollars ($100,000.00) (whether in one
transaction or in a series of transactions), to sell, lease, or otherwise
dispose of, move, or transfer, whether by sale or otherwise, any of Borrower’s
assets;
	 
	 	e.	 	Change its name, the location of its sole place of business,
chief executive office or residence, business structure, corporate identity or
structure, form of organization or the state in which it has been formed or
organized; add any new fictitious names, liquidate, merge or consolidate with or
into any other business organization;
	 
	 	f.	 	Move or relocate any Collateral other than in the ordinary course
of Borrower’s business;
	 
	 	g.	 	Acquire any other business organization;
	 
	 	h.	 	Enter into any transaction not in the usual course of Borrower’s
business;
	 
	 	i.	 	Make any change in Borrower’s financial structure or in any of
its business objectives, purposes or operations which would materially adversely
affect the ability of Borrower to repay Borrower’s Indebtedness;
	 
	 	j.	 	Incur any debts other than Permitted Indebtedness;
	 
	 	k.	 	Make loans, advances or extensions of credit to any Person,
except in the ordinary course of business;
	 
	 	l.	 	Guarantee or otherwise, directly or indirectly, in any way be or
become responsible for obligations of any other Person, whether by agreement to
purchase the indebtedness of any other Person, agreement for the furnishing of
funds to any other Person through the furnishing of goods, supplies or services,
by way of stock purchase, capital contribution, advance or loan, for the purpose
of paying or discharging (or causing the payment or discharge of) the
indebtedness of any other Person, or otherwise, except for the endorsement of
negotiable instruments by Borrower in the ordinary course of business for
deposit or collection;
	 
	 	m.	 	Except for ordinary course distributions from ProLink Solutions,
LLC to ProLink Holdings Corp., make any distribution or declare or pay any
dividend (in stock or in cash) to any member or shareholder (as applicable);
	 
	 	n.	 	Purchase or hold beneficially any stock or other securities of,
or make any investment or acquire any securities or other interest whatsoever
in, any other Person, except for the membership interest of ProLink Solutions,
LLC owned by ProLink Holdings Corp. on the date of this Agreement and except for
certificates of deposit with maturities of one year or less of United States
commercial banks with capital, surplus and undivided profits in excess of One
Hundred Million Dollars ($100,000,000) and the securities or other direct
obligations of the United States Government maturing within one year from the
date of acquisition thereof and the securities held in the Brokerage Account;
and
	 
	 	o.	 	 Allow any fact, condition or event to occur or exist with respect
to any employee pension or profit sharing plans established or maintained by it
which might constitute grounds for termination of any such plan or for the court
appointment of a trustee to administer any such plan.





     6.4 Borrower represents, warrants, covenants and agrees that:




	 	a.	 	Borrower’s true and correct legal name is that set forth on the
signature page to this Agreement. Except as disclosed in writing to Bank on or
before the date of this Agreement or as set forth in the certificate of
incorporation or certificate of formation provided to the Bank, Borrower has not
done business under any name other than that set forth on the signature page to
this Agreement;
	 
	 	b.	 	Borrower is and shall at all times hereafter be duly organized
and/or incorporated and existing in good standing under the laws of the state of
Delaware and qualified and licensed in all states in which it is required to do
so;




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	 	c.	 	Borrower has the right and power and is duly authorized to enter
into this Agreement; and
	 
	 	d.	 	The execution by Borrower of this Agreement shall not constitute
a breach of any provision contained in Borrower’s Organizational Documents.





     6.5 The execution of and performance by Borrower of all of the terms and provisions contained
in this Agreement shall not result in a breach of or constitute an event of default under any
agreement to which Borrower is now or hereafter becomes a party.



     6.6 Borrower shall promptly notify Bank in writing of its acquisition by purchase, lease or
otherwise of any after acquired property of the type included in the Collateral having an aggregate
book value of more than One Hundred Thousand and No/100 Dollars ($100,000.00) (whether in one
transaction or in a series of transactions), with the exception of purchases of Inventory in the
ordinary course of business.



     6.7 All assessments and taxes, whether real, personal or otherwise, due or payable by, or
imposed, levied or assessed against, Borrower or any of its property have been paid, and shall
hereafter be paid in full, before delinquency, except to the extent contested in good faith by
proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the
non-payment thereof and with respect to which adequate reserves have been set aside for the payment
thereof in accordance with GAAP. Borrower shall make due and timely payment or deposit of all
federal, state and local taxes, assessments or contributions required of it by law (except as
otherwise permitted by the immediately preceding sentence), and will execute and deliver to Bank,
on demand, appropriate certificates attesting to the payment or deposit thereof. Borrower will make
timely payment or deposit of all F.I.C.A. payments and withholding taxes required of it by
applicable laws, and will upon request furnish Bank with proof satisfactory to it that Borrower has
made such payments or deposit. If Borrower fails to pay any such assessment, tax, contribution, or
make such deposit, or furnish the required proof, Bank may, in its sole and absolute discretion and
without notice to Borrower, (I) make payment of the same or any part thereof, or (ii) set up such
reserves in Borrower’s loan account as Bank deems necessary to satisfy the liability therefor, or
both. Bank may conclusively rely on the usual statements of the amount owing or other official
statements issued by the appropriate governmental agency. Each amount so paid or deposited by Bank
shall constitute a Bank Expense and an additional advance to Borrower.



     6.8 There are no actions or proceedings pending by or against Borrower before any court or
administrative agency and Borrower has no knowledge of any pending, threatened or imminent
litigation, governmental investigations or claims, complaints, actions or prosecutions involving
Borrower, except as disclosed to Bank and as more particularly referenced in Exhibit B
attached hereto. If any of the foregoing arise during the term of the Agreement, Borrower shall
immediately notify Bank in writing.



     6.9 Insurance.




	 	a.	 	Borrower, at its expense, shall keep and maintain its assets
insured against loss or damage by fire, theft, explosion, sprinklers and all
other hazards and risks ordinarily insured against by other owners who use such
properties in similar businesses for the full insurable value thereof. Borrower
shall also keep and maintain business interruption insurance and public
liability and property damage insurance relating to Borrower’s ownership and use
of the Collateral and its other assets. All such policies of insurance shall be
in such form, with such companies, and in such amounts as may be satisfactory to
Bank. Borrower shall deliver to Bank certified copies of such policies of
insurance and evidence of the payments of all premiums therefor. All such
policies of insurance (except those of public liability and property damage)
shall contain an endorsement in a form satisfactory to Bank showing Bank as a
loss payee thereof, with a waiver of warranties satisfactory to Bank, and all
proceeds payable thereunder shall be payable to Bank and, upon receipt by Bank,
shall be applied on account of the Indebtedness owing to Bank. To secure the
payment of the Indebtedness, Borrower grants Bank a security interest in and to
all such policies of insurance (except those of public liability and property
damage) and the proceeds thereof, and Borrower shall direct all insurers under
such policies of insurance to pay all proceeds thereof directly to Bank.
	 
	 	b.	 	Borrower hereby irrevocably appoints Bank (and any of Bank’s
officers, employees or agents designated by Bank) as Borrower’s attorney for the
purpose of making, selling and adjusting claims under such policies of
insurance, endorsing the name of Borrower on any check, draft, instrument or
other item of payment for the proceeds of such policies of insurance and for
making all determinations and decisions with respect to such policies of
insurance. Borrower will not cancel any of such policies without Bank’s prior
written consent. Each such insurer shall agree by endorsement upon the policy or
policies of insurance issued by it to Borrower as required above, or by
independent instruments




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	 	 	 	furnished to Bank, that it will give Bank at least ten (10) days written notice
before any such policy or policies of insurance shall be altered or canceled, and
that no act or default of Borrower, or any other person, shall affect the right of
Bank to recover under such policy or policies of insurance required above or to
pay any premium in whole or in part relating thereto. Bank, without waiving or
releasing any Indebtedness or any Event of Default, may, but shall have no
obligation to do so, obtain and maintain such policies of insurance and pay such
premiums and take any other action with respect to such policies which Bank deems
advisable. All sums so disbursed by Bank, as well as reasonable attorneys’ fees
incurred by Bank, whether in-house or outside counsel is used, court costs,
expenses and other charges relating thereto, shall constitute Bank Expenses and
are payable on demand.





     6.10 All financial statements and information relating to Borrower which have been or may
hereafter be delivered by Borrower to Bank are true and correct and have been prepared in
accordance with GAAP consistently applied (unless otherwise disclosed in the audited financial
statement and information on file with the Securities and Exchange Commission) and there has been
no material adverse change in the financial condition of Borrower since the submission of such
financial information to Bank.



     6.11 Financial Reporting.




	 	a.	 	Borrower at all times hereafter shall maintain a standard and
modern system of accounting in accordance with GAAP consistently applied with
ledger and account cards and/or computer tapes and computer disks, computer
printouts and computer records pertaining to the Collateral which contain
information as may from time to time be requested by Bank, not modify or change
its method of accounting (except for such modifications or changes made in
accordance with GAAP) or enter into, modify or terminate any agreement presently
existing, or at any time hereafter entered into with any third party accounting
firm and/or service bureau for the preparation and/or storage of Borrower’s
accounting records without the written consent of Bank first obtained and
without said accounting firm and/or service bureau agreeing to provide
information regarding the Accounts and Inventory and Borrower’s financial
condition to Bank; permit Bank and any of its employees, officers or agents,
upon demand, during Borrower’s usual business hours, or the usual business hour
of third persons having control thereof, to have access to and examine all of
Borrower’s Books relating to the Collateral, Borrower’s Indebtedness to Bank,
Borrower’s financial condition and the results of Borrower’s operations and in
connection therewith, permit Bank or any of its agents, employees or officers to
copy and make extracts therefrom.
	 
	 	b.	 	Within thirty (30) days after the end of each month (except for
the month of June, for which Borrower shall have forty (40) days), (i) detailed
financial statements (including a balance sheet and a profit and loss statement
and a statement of cash flow), setting forth, on a combined basis for Borrower,
all assets, liabilities and net worth as of the end of such month (and, if
applicable, the comparable preceding month) and any profit and loss for the
relevant month (and, if applicable, the comparable preceding month), prepared by
Borrower and certified by Borrower’s chief financial officer and (ii) an
accounts receivable and accounts payable agings report all as certified by
Borrower’s chief financial officer.
	 
	 	c.	 	Promptly after the same are available, copies of all proxy
statements, financial statements and reports as Borrower or any subsidiary shall
send to its members or stockholders, and copies of all reports on Forms 10-K,
10-Q, and 8-Q or otherwise filed by Borrower or any subsidiary of Borrower with
the Securities and Exchange Commission or any governmental authority at any time
substituted therefor.
	 
	 	d.	 	Promptly, from time to time, such other information regarding the
operations, business affairs and financial condition of Borrower as Bank may
reasonably request.





     6.12 Borrower shall maintain Net Income before taxes as of the fiscal quarter ending June 30,
2006 of not less than Four Hundred Thousand and No/100 Dollars ($400,000.00) (exclusive of any gain
on extinguishment of Indebtedness).



     6.13 Borrower shall promptly supply Bank with such other information (including tax returns)
concerning its financial affairs as Bank may request from time to time hereafter, and shall
promptly notify Bank of any material adverse change in Borrower’s financial condition and of any
condition or event which constitutes a breach of or an event which constitutes an Event of Default
under this Agreement.



     6.14 Borrower is now and shall be at all times hereafter solvent and able to pay its debts
(including trade debts) as they mature.



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     6.15 Borrower shall immediately and without demand reimburse Bank for all sums expended by
Bank in connection with any action brought by Bank to correct any default or enforce any provision
of this Agreement, including all Bank Expenses; Borrower authorizes and approves all advances and
payments by Bank for items described in this Agreement as Bank Expenses.



     6.16 Except as disclosed on the litigation schedule certified by an officer of Borrower,
Borrower, as of the date hereof, possesses all necessary trademarks, trade names, copyrights,
patents, patent rights, and licenses to conduct their businesses as now operated, without any known
conflict with valid trademarks, trade names, copyrights, patents and license rights of others.
Borrower shall protect, defend and maintain the validity and enforceability of all trademarks,
patents and copyrights and use its best efforts to detect infringements of its trademarks, patents
and copyrights and promptly advise Bank in writing of material infringements detected. Borrower
shall not allow any material trademarks, patents or copyrights to be sold, assigned, transferred,
abandoned, forfeited or dedicated to the public without the written consent of Bank.



     6.17 Each warranty, representation and agreement contained in this Agreement shall be
automatically deemed repeated with each advance and shall be conclusively presumed to have been
relied on by Bank regardless of any investigation made or information possessed by Bank. The
warranties, representations and agreements set forth herein shall be cumulative and in addition to
any and all other warranties, representations and agreements which Borrower shall give, or cause to
be given, to Bank, either now or hereafter.



     6.18 Borrower shall furnish to Bank: (a) as soon as possible, but in no event later than
thirty (30) days after Borrower knows or has reason to know that any reportable event with respect
to any deferred compensation plan has occurred, a statement of the chief financial officer of
Borrower setting forth the details concerning such reportable event and the action which Borrower
proposes to take with respect thereto, together with a copy of the notice of such reportable event
given to the Pension Benefit Guaranty Corporation, if a copy of such notice is available to
Borrower; (b) promptly after the filing thereof with the United States Secretary of Labor or the
Pension Benefit Guaranty Corporation, copies of each annual report with respect to each deferred
compensation plan; (c) promptly after receipt thereof, a copy of any notice Borrower may receive
from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any
deferred compensation plan; provided, however, this subparagraph shall not apply to
notice of general application issued by the Pension Benefit Guaranty Corporation or the Internal
Revenue Service; and (d) when the same is made available to participants in the deferred
compensation plan, all notices and other forms of information from time to time disseminated to the
participants by the administrator of the deferred compensation plan.



     6.19 Borrower is now and shall at all times hereafter remain in compliance with all federal,
state and municipal laws, regulations and ordinances relating to the handling, treatment and
disposal of toxic substances, wastes and hazardous material and shall maintain all necessary
authorizations and permits.



     6.20 Borrower shall deliver within thirty (30) days after the Closing Date a landlord’s waiver
in form and substance reasonably satisfactory to Bank.



     6.21 Borrower represents and warrants that:




	 	a.	 	Borrower has not incurred the Loans with the actual intent to
hinder, delay or defraud either its present or future creditors or any other
entity to which Borrower was, is or will become indebted;
	 
	 	b.	 	Borrower has received fair consideration as defined in Arizona
Revised Statute §44-1003 (any reasonable equivalent value for purposes of §548
of the Federal Bankruptcy Code) in exchange or consideration for incurring such
Loans;
	 
	 	c.	 	Borrower is not insolvent as defined in Arizona Revised Statute
§44-1002 or §101 of the Federal Bankruptcy Code before or after incurring the
Loans or as a result of incurring the Loans;
	 
	 	d.	 	Borrower is not engaged in or about to engage in any business or
transaction for which the property remaining with it or in its hands was, is or
will be unreasonably small capital; and
	 
	 	e.	 	Borrower does not intend to incur or believe that it will incur
debts beyond its ability to pay as they mature or are matured.






	7.	 	EVENTS OF DEFAULT.




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     7.1 Any one or more of the following events shall constitute an Event of Default by Borrower
under this Agreement:




	 	a.	 	If Borrower fails or neglects to perform, keep or observe any
term, provision, condition, covenant, agreement, warranty or representation
contained in this Agreement and not specified in subsection (c) of this Section
7.1, or any other present or future document, instrument or agreement between
Borrower and Bank, and such default shall continue for a period of thirty (30)
days after Borrower’s receipt of written notice from Bank specifying such
default, provided, such default is of the nature that can be cured by
action on the part of Borrower or its constituent members;
	 
	 	b.	 	If any representation, statement, report or certificate made or
delivered by Borrower, or any of its officers, employees or agents to Bank is
not true and correct in any material respect as of the date on which made or
deemed made;
	 
	 	c.	 	If Borrower fails to pay within ten (10) days after the date when
due; or fails to pay when due and payable or declared due and payable, any other
portion of Borrower’s Indebtedness, and such default shall continue for a period
of ten (10) days after Borrower’s receipt of written notice from Bank specifying
such default;
	 
	 	d.	 	If there is a material impairment of the prospect of repayment of
all or any portion of Borrower’s Indebtedness or a material impairment of the
value or priority of Bank’s security interest in the Collateral;
	 
	 	e.	 	If all or any of Borrower’s assets are attached, seized, subject
to a writ or distress warrant, or are levied upon, or come into the possession
of any Judicial Officer or Assignee and the same are not released, discharged or
bonded against within thirty (30) days thereafter;
	 
	 	f.	 	If any Insolvency Proceeding is filed or commenced by or against
Borrower without being dismissed within thirty (30) days thereafter;
	 
	 	g.	 	If any proceeding is filed or commenced by or against Borrower
for its dissolution or liquidation;
	 
	 	h.	 	If Borrower is enjoined, restrained or in any way prevented by
court order from continuing to conduct all or any material part of its business
affairs;
	 
	 	i.	 	If a notice of lien, levy or assessment is filed of record with
respect to any or all of Borrower’s assets by the United States Government, or
any department, agency or instrumentality thereof, or by any state, county,
municipal or other government agency, or if any taxes or debts owing at any time
hereafter to any one or more of such entities becomes a lien, whether inchoate
or otherwise, upon any or all of Borrower’s assets and the same is not paid on
the payment date thereof and does not otherwise constitute a Permitted Lien;
	 
	 	j.	 	If a judgment or other claim becomes a lien or encumbrance upon
any or all of Borrower’s assets and the same is not satisfied, dismissed or
bonded against within thirty (30) days thereafter;
	 
	 	k.	 	If Borrower’s records are prepared and kept by an outside
computer service bureau at the time this Agreement is entered into or during the
term of this Agreement such an agreement with an outside service bureau is
entered into, and at any time thereafter, without first obtaining the written
consent of Bank, Borrower terminates, modifies, amends or changes its
contractual relationship with said computer service bureau or said computer
service bureau fails to provide Bank with any requested information or financial
data pertaining to Bank’s Collateral, Borrower’s financial condition or the
results of Borrower’s operations;
	 
	 	l.	 	If Borrower permits a default in any material agreement to which
Borrower is a party with third parties so as to result in an acceleration of the
maturity of Borrower’s indebtedness to others, whether under any indenture,
agreement or otherwise; or
	 
	 	m.	 	If any material misrepresentation exists now or thereafter in any
warranty or representation made to Bank by any officer or director of Borrower
as of the date made or deemed made, or if any such warranty or representation is
withdrawn by any officer or director.




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Notwithstanding anything contained in Section 7 to the contrary, Bank shall refrain from exercising
its rights and remedies and Event of Default shall thereafter not be deemed to have occurred by
reason of the occurrence of any of the events set forth in Sections 7.1(e), (f) or (j) of this
Agreement if, within thirty (30) days from the date thereof, the same is released, discharged,
dismissed, bonded against or satisfied; provided, however, if the event is the institution of
Insolvency Proceedings against Borrower, Bank shall not be obligated to make advances to Borrower
during such cure period.





	8.	 	BANK’S RIGHTS AND REMEDIES.





     8.1 Upon the occurrence of an Event of Default by Borrower under this Agreement, Bank may, at
its election, without notice of its election and without demand, do any one or more of the
following, all of which are authorized by Borrower:




	 	a.	 	Declare Borrower’s Indebtedness, whether evidenced by this
Agreement, installment notes, demand notes or otherwise, immediately due and
payable to Bank;
	 
	 	b.	 	Cease advancing money or extending credit to or for the benefit
of Borrower under this Agreement, or any other agreement between Borrower and
Bank;
	 
	 	c.	 	Terminate this Agreement as to any future liability or obligation
of Bank, but without affecting Bank’s rights and security interests in the
Collateral, and the Indebtedness of Borrower to Bank;
	 
	 	d.	 	Without notice to or demand upon Borrower, make such payments and
do such acts as Bank considers necessary or reasonable to protect its security
interest in the Collateral. Borrower agrees to assemble the Collateral if Bank
so requires and to make the Collateral available to Bank as Bank may designate.
Borrower authorizes Bank to enter the premises where the Collateral is located,
take and maintain possession of the Collateral and the premises (at no charge to
Bank), or any part thereof, and to pay, purchase, contest or compromise any
encumbrance, charge or lien which in the opinion of Bank appears to be prior or
superior to its security interest and to pay all expenses incurred in connection
therewith;
	 
	 	e.	 	Without limiting Bank’s rights under any security interest, Bank
is hereby granted a license or other right to use, without charge, Borrower’s
labels, patents, copyrights, rights of use of any name, trade secrets, trade
names, trademarks and advertising matter, or any property or a similar nature as
it pertains to the Collateral, in completing production of, advertising for sale
and selling any Collateral and Borrower’s rights under all licenses and all
franchise agreement shall inure to Bank’s benefit, and Bank shall have the right
and power to enter into sublicense agreements with respect to all such rights
with third parties on terms acceptable to Bank;
	 
	 	f.	 	Ship, reclaim, recover, store, finish, maintain, repair, prepare
for sale, advertise for sales and sell (in the manner provided for herein) the
Inventory;
	 
	 	g.	 	Sell or dispose the Collateral at either a public or private
sale, or both, by way of one or more contracts or transactions, for cash or on
terms, in such manner and at such places (including Borrower’s premises) as is
commercially reasonable in the opinion of Bank. It is not necessary that the
Collateral be present at any such sale. At any sale or other disposition of the
Collateral pursuant to this Section, Bank disclaims all warranties which would
otherwise be given under the Uniform Commercial Code, including without
limitation a disclaimer of any warranty relating to title, possession, quiet
enjoyment or the like, and Bank may communicate these disclaimers to a purchaser
at such disposition. This disclaimer of warranties will not render the sale
commercially unreasonable;
	 
	 	h.	 	Bank shall give notice of the disposition of the Collateral as
follows:






(1) Bank shall give Borrower and each holder of a security interest in the
Collateral who has filed with Bank a written request for notice, a notice in
writing of the time and place of public sale, or, if the sale is a private
sale or some disposition other than a public sale is to be made of the
Collateral, the time on or after which the private sale or other disposition
is to be made;




(2) The notice shall be personally delivered or mailed, postage prepaid, to
Borrower’s address appearing in this Agreement, at least ten (10) calendar
days before the date fixed for the sale, or at least ten (10) calendar days
before the date on or after which the private sale or other disposition is to
be made, unless the Collateral is perishable or threatens to decline speedily
in value. Notice to persons other than Borrower claiming an interest in the
Collateral shall be sent to such addresses



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as have been furnished to Bank or as otherwise determined in accordance with
Section 9611 of the Uniform Commercial Code; and




(3) If the sale is to be a public sale, Bank shall also give notice of the
time and place by publishing a notice one time at least ten (10) calendar days
before the date of the sale in a newspaper of general circulation in the
county in which the sale is to be held; and




(4) Bank may credit bid and purchase at any public sale.




	 	i.	 	Borrower shall pay all Bank Expenses incurred in connection with
Bank’s enforcement and exercise of any of its rights and remedies as herein
provided, whether or not suit is commenced by Bank;
	 
	 	j.	 	Any deficiency which exists after disposition of the Collateral
as provided above will be paid immediately by Borrower. Any excess will be
returned, without interest and subject to the rights of third parties, to
Borrower by Bank, or, in Bank’s discretion, to any party who Bank believes, in
good faith, is entitled to the excess;
	 
	 	k.	 	Without constituting a retention of Collateral in satisfaction of
an obligation within the meaning of 9620 of the Uniform Commercial Code, apply
any and all amounts maintained by Borrower as deposit accounts (as that term is
defined under 9102 of the Uniform Commercial Code) or other accounts that
Borrower maintains with Bank against the Indebtedness;
	 
	 	l.	 	The proceeds of any sale or other disposition of Collateral
authorized by this Agreement shall be applied by Bank first upon all expenses
authorized by the Uniform Commercial Code and all reasonable attorney fees and
legal expenses incurred by Bank, whether in-house or outside counsel is used,
the balance of the proceeds of the sale or other disposition shall be applied in
the payment of the Indebtedness, first to interest, then to principal, then to
remaining Indebtedness and the surplus, if any, shall be paid over to Borrower
or to such other person(s) as may be entitled to it under applicable law.
Borrower shall remain liable for any deficiency, which it shall pay to Bank
immediately upon demand. Borrower agrees that Bank shall be under no obligation
to accept any noncash proceeds in connection with any sale or disposition of
Collateral unless failure to do so would be commercially unreasonable. If Bank
agrees in its sole discretion to accept noncash proceeds (unless the failure to
do so would be commercially unreasonable), Bank may ascribe any commercially
reasonable value to such proceeds. Without limiting the foregoing, Bank may
apply any discount factor in determining the present value of proceeds to be
received in the future or may elect to apply proceeds to be received in the
future only as and when such proceeds are actually received in cash by Bank; and
	 
	 	m.	 	The following shall be the basis for any finder of fact’s
determination of the value of any Collateral which is the subject matter of a
disposition giving rise to a calculation of any surplus or deficiency under
Section 9615(f) of the Uniform Commercial Code: (i) The Collateral which is the
subject matter of the disposition shall be valued in an “as is” condition as of
the date of the disposition, without any assumption or expectation that such
Collateral will be repaired or improved in any manner; (ii) the valuation shall
be based upon an assumption that the transferee of such Collateral desires a
resale of the Collateral for cash promptly (but no later than 30 days) following
the disposition; (iii) all reasonable closing costs customarily borne by the
seller in commercial sales transactions relating to property similar to such
Collateral shall be deducted including, without limitation, brokerage
commissions, tax prorations, attorney’s fees, whether in-house or outside
counsel is used, and marketing costs; (iv) the value of the Collateral which is
the subject matter of the disposition shall be further discounted to account for
any estimated holding costs associated with maintaining such Collateral pending
sale (to the extent not accounted for in (iii) above), and other maintenance,
operational and ownership expenses; and (v) any expert opinion testimony given
or considered in connection with a determination of the value of such Collateral
must be given by persons having at least 5 years experience in appraising
property similar to the Collateral and who have conducted and prepared a
complete written appraisal of such Collateral taking into consideration the
factors set forth above. The “value” of any such Collateral shall be a factor
in determining the amount of proceeds which would have been realized in a
disposition to a transferee other than a secured party, a person related to a
secured party or a secondary obligor under Section 9615(f) of the Uniform
Commercial Code.




Notwithstanding anything contained in Section 8 or otherwise in this Agreement to the contrary,
Bank shall refrain from exercising its rights and remedies following the occurrence and during the
continuance of any Event of Default (other than an Event of Default set forth in Section 7.1(f) of
this Agreement) unless Bank shall have delivered to Borrower not less than fifteen (15) days prior
written notice of its election to exercise any such rights and remedies.




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     8.2 In addition to any and all other rights and remedies available to Bank under or pursuant
to this Agreement or any other documents, instrument or agreement contemplated hereby, Borrower
acknowledges and agrees that (i) at any time following the occurrence and during the continuance of
any Event of Default, and/or (ii) termination of Bank’s commitment or obligation to make loans or
advances or otherwise extent credit to or in favor of Borrower hereunder as a result of any Event
of Default, in the event that and to the extent that there are any Letter of Credit Obligations
outstanding at such time, upon demand of Bank, Borrower shall deliver to Bank, or cause to be
delivered to Bank, cash collateral in an amount not less than such Letter of Credit Obligations,
which cash collateral shall be held and retained by Bank as cash collateral for the repayment of
such Letter of Credit Obligations, together with any and all other Indebtedness of Borrower to Bank
remaining unpaid, and Borrower pledges to Bank and grants to Bank a continuing first priority
security interest in such cash collateral so delivered to Bank. Alternatively, Borrower shall
cause to be delivered to Bank an irrevocable standby letter of credit issued in favor of Bank by a
bank acceptable to Bank, in its sole discretion, in an amount not less than such Letter of Credit
Obligations, and upon terms acceptable to Bank, in its sole discretion.



     8.3 Bank’s rights and remedies under this Agreement and all other agreements shall be
cumulative. Bank shall have all other rights and remedies not inconsistent herewith as provided by
law or in equity. No exercise by Bank of one right or remedy shall be deemed an election, and no
waiver by Bank of any default on Borrower’s part shall be deemed a continuing waiver. No delay by
Bank shall constitute a waiver, election or acquiescence by Bank.




	9.	 	TAXES AND EXPENSES REGARDING BORROWER’S PROPERTY. If Borrower fails to pay promptly
when due to another person or entity, monies which Borrower is required to pay by reason of
any provision in this Agreement, Bank may, but need not, pay the same and charge Borrower’s
loan account therefor, and Borrower shall promptly reimburse Bank. All such sums shall become
additional indebtedness owing to Bank, shall bear interest at the rate hereinabove provided,
and shall be secured by all Collateral. Any payments made by Bank shall not constitute (I) an
agreement by it to make similar payments in the future, or (ii) a waiver by Bank of any
default under this Agreement. Bank need not inquire as to, or contest the validity of, any
such expense, tax, security interest, encumbrance or lien and the receipt of the usual
official notice of the payment thereof shall be conclusive evidence that the same was validly
due and owing. Such payments shall constitute Bank Expenses and additional advances to
Borrower.






	10.	 	WAIVERS.





     10.1 Borrower agrees that checks and other instruments received by Bank in payment or on
account of Borrower’s Indebtedness constitute only conditional payment until such items are
actually paid to Bank and Borrower waives the right to direct the application of any and all
payments at any time or times hereafter received by Bank on account of Borrower’s Indebtedness and
Borrower agrees that Bank shall have the continuing exclusive right to apply and reapply such
payments in any manner as Bank may deem advisable, notwithstanding any entry by Bank upon its
books.



     10.2 Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice
of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise,
settlement, extension or renewal of any or all commercial paper, accounts, documents, instruments,
chattel paper, and guarantees at any time held by Bank on which Borrower may in any way be liable.



     10.3 Except as otherwise provided in the Uniform Commercial Code, Bank shall not in any way or
manner be liable or responsible for (a) the safekeeping of the Inventory; (b) any loss or damage
thereto occurring or arising in any manner or fashion from any cause; (c) any diminution in the
value thereof; or (d) any act or default of any carrier, warehouseman, bailee, forwarding agency or
other person whomsoever. All risk of loss, damage or destruction of Inventory shall be borne by
Borrower.



     10.4 Borrower waives the right and the right to assert a confidential relationship, if any, it
may have with any accountant, accounting firm and/or service bureau or consultant in connection
with any information requested by Bank pursuant to or in accordance with this Agreement, and agrees
that a Bank may contact directly any such accountants, accounting firm and/or service bureau or
consultant in order to obtain such information.



     10.5 THE UNDERSIGNED AND THE BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE
OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR
MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE
PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE INDEBTEDNESS.



     10.6 In the event that Bank elects to waive any rights or remedies hereunder, or compliance
with any of the terms hereof, or delays or fails to pursue or enforce any term, such waiver, delay
or failure to pursue or enforce shall only be



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effective with respect to that single act and shall not be construed to affect any subsequent
transactions or Bank’s right to later pursue such rights and remedies.





	11.	 	ONE CONTINUING LOAN TRANSACTION. All loans and advances heretofore, now or at any
time or times hereafter made by Bank to Borrower under this Agreement or any other agreement
between Bank and Borrower, shall constitute one loan secured by Bank’s security interests in
the Collateral and by all other security interests, liens, encumbrances heretofore, now or
from time to time hereafter granted by Borrower to Bank.
	 
	12.	 	NOTICES. Unless otherwise provided in this Agreement, all notices or demands by
either party on the other relating to this Agreement shall be in writing and sent by regular
United States mail, postage prepaid, properly addressed to Borrower or to Bank at the
addresses stated in this Agreement, or to such other addresses as Borrower or Bank may from
time to time specify to the other in writing. Requests to Borrower by Bank hereunder may be
made orally.
	 
	13.	 	AUTHORIZATION TO DISBURSE. Bank is hereby authorized to make loans and advances
hereunder upon telephonic or other instructions received from anyone purporting to be a
manager of Borrower, or at the discretion of Bank if said loans and advances are necessary to
meet any Indebtedness of Borrower to Bank. Bank shall have no duty to make inquiry or verify
the authority of any such party, and Borrower shall hold Bank harmless from any damage, claims
or liability by reason of Bank’s honor of, or failure to honor, any such instructions.
	 
	14.	 	PAYMENTS. Borrower hereby authorizes Bank to deduct the full amount of any interest,
fees, costs, or Bank Expenses due under this Agreement and not paid or collected when due in
accordance with the terms and conditions hereof from any account maintained by Borrower with
Bank. Should there be insufficient funds in any such account to pay all such sums when due,
the full amount of such deficiency shall be immediately due and payable by Borrower;
provided, however, that Bank shall not be obligated to advance funds to cover
any such payment.
	 
	15.	 	DESTRUCTION OF BORROWER’S DOCUMENTS. Any documents, schedules, invoices or other
papers delivered to Bank, may be destroyed or otherwise disposed of by Bank six (6) months
after they are delivered to or received by Bank, unless Borrower requests, in writing, the
return of the said documents, schedules, invoices or other papers and makes arrangements, at
Borrower’s expense, for their return.
	 
	16.	 	CHOICE OF LAW. The validity of this Agreement, its construction, interpretation and
enforcement, and the rights of the parties hereunder and concerning the Collateral, shall be
determined according to the laws of the State of Arizona. The parties agree that all actions
or proceedings arising in connection with this Agreement shall be tried and litigated only in
the state and federal courts in the State of Arizona.
	 
	17.	 	GENERAL PROVISIONS.





     17.1 This Agreement shall be binding and deemed effective when executed by Borrower and
accepted and executed by Bank at its headquarters office.



     17.2 This Agreement shall bind and inure to the benefit of the respective successors and
assigns of each of the parties; provided, however, that Borrower may not assign
this Agreement or any rights hereunder without Bank’s prior written consent and any prohibited
assignment shall be absolutely void. No consent to an assignment by Bank shall release Borrower
from their obligations to Bank. Bank may assign this Agreement and its rights and duties
hereunder. Bank reserves the right to sell, assign, transfer, negotiate or grant participations in
all or any part of, or any interest in Bank’s rights and benefits hereunder. In connection
therewith, Bank may disclose all documents and information which Bank now or hereafter may have
relating to Borrower or Borrower’s business.



     17.3 Paragraph headings and paragraph numbers have been set forth herein for convenience only;
unless the contrary is compelled by the context, everything contained in each paragraph applies
equally to this entire Agreement. Unless the context of this Agreement clearly requires otherwise,
references to the plural include the singular, references to the singular include the plural, and
the term “including” is not limiting. The words “hereof,” “herein,” “hereby,” “hereunder,” and
similar terms in this Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement.



     17.4 Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or
resolved against Bank or Borrower, whether under any rule of construction or otherwise; on the
contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted
according to the ordinary meaning of the words used so as to fairly accomplish the purposes and
intentions of all parties hereto.



     17.5 Each provision of this Agreement shall be severable from every other provision of this
Agreement for the purpose of determining the legal enforceability of any specific provision.



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     17.6 This Agreement cannot be changed or terminated orally. This Agreement contains the entire
agreement of the parties hereto and supersedes all prior agreements, understandings,
representations, warranties and negotiations, if any, related to the subject matter hereof, and
none of the parties shall be bound by anything not expressed in writing.



     17.7 The parties intend and agree that their respective rights, duties, powers, liabilities,
obligations and discretions shall be performed, carried out, discharged and exercised reasonably
and in good faith.



     17.8 Each undersigned Borrower hereby agrees that it is jointly and severally, directly, and
primarily liable to Bank for payment and performance in full of all duties, obligations and
liabilities under this Agreement and each other document, instrument and agreement entered into by
Borrower with or in favor of Bank in connection herewith, and that such liability is independent of
the duties, obligations and liabilities of any other Borrower of the Indebtedness, as applicable.
Each reference herein to Borrower shall mean each and every Borrower party hereto, individually and
collectively, jointly and severally.




	18.	 	SURETYSHIP WAIVERS AND CONSENTS.





     18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to
Bank for payment in full of the Obligations and that such liability is independent of the duties,
obligations and liabilities of the other Borrower. The Loan Documents are a primary and original
obligation of each Borrower, are not the creation of a surety relationship, and are an absolute,
unconditional, and continuing promise of payment and performance which shall remain in full force
and effect without respect to future changes in conditions, including any change of law or any
invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges that the
obligations of such Borrower undertaken herein might be construed to consist, at least in part, of
the guaranty of obligations of persons or entities other than such Borrower (including any other
Borrower party hereto) and, in full recognition of that fact, each Borrower consents and agrees
that Bank may, at any time and from time to time, without notice or demand, whether before or
after any actual or purported termination, repudiation, or revocation of this Agreement by any one
or more Borrowers, and without affecting the enforceability or continuing effectiveness hereof as
to each Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew,
accelerate, or otherwise change the time for payment or the terms of the Obligations or any part
thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement
restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval,
or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents or
any additional security or guaranties, or any condition covenant, default, remedy, right,
representation or term thereof or thereunder; (c) accept new or additional instruments, documents
or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any
part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional
security or guaranties for the Obligations or any part thereof; (f) release, reconvey, terminate,
waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any
security or guaranties, and apply any security and direct the order or manner of sale thereof as
Bank in its sole and absolute discretion may determine; (g) release any Person from any personal
liability with respect to the Obligations or any part thereof; (h) settle, release on terms
satisfactory to Bank or by operation of applicable laws, or otherwise liquidate or enforce any
Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of
any security and bid and purchase at any sale; or (i) consent to the merger, change, or any other
restructuring or termination of the corporate or partnership existence of any Borrower or any other
Person, and correspondingly restructure the Obligations, and any such merger, change,
restructuring, or termination shall not affect the liability of any Borrower or the continuing
effectiveness hereof, or the enforceability hereof with respect to all or any part of the
Obligations.



     18.2 Upon the occurrence and during the continuance of any Event of Default, Bank may enforce
this Agreement independently as to each Borrower and independently of any other remedy or security
Bank at any time may have or hold in connection with the Obligations, and it shall not be
necessary for Bank to marshal assets in favor of any Borrower or any other Person or to proceed
upon or against or exhaust any security or remedy before proceeding to enforce this Agreement.
Each Borrower expressly waives any right to require Bank to marshal assets in favor of any Borrower
or any other Person or to proceed against any other Borrower or any Collateral provided by any
Person, and agrees that Bank may proceed against Borrowers or any Collateral in such order as it
shall determine in its sole and absolute discretion.



     18.3 Bank may file a separate action or actions against any Borrower, whether action is
brought or prosecuted with respect to any security or against any other person, or whether any
other person is joined in any such action or actions. Each Borrower agrees that Bank and any
Borrower and any affiliate of any Borrower may deal with each other in connection with the
Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between
any of them, in any manner whatsoever, all without in any way altering or affecting the continuing
efficacy of this Agreement.



     18.4 Bank’s rights hereunder shall be reinstated and revived, and the enforceability of this
Agreement shall continue, with respect to any amount at any time paid on account of the Obligations
which thereafter shall be required to be restored or returned by Bank, all as though such amount
had not been paid. The rights of Bank created or granted herein and the enforceability of this
Agreement at all times shall remain effective to cover the full amount of all the Obligations even



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though the Obligations, including any part thereof or any other security or guaranty therefor,
may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and
whether or not any other Borrower shall have any personal liability with respect thereto.




     18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is
deemed a guarantor, each Borrower expressly waives any and all defenses now or hereafter arising or
asserted by reason of (a) any disability or other defense of any other Borrower with respect to the
Obligations (other than by reason of the full payment and performance of the Obligations), (b) the
unenforceability or invalidity of any security or guaranty for the Obligations or lack of
perfection or continuing perfection or failure of priority of any security for the Obligations, (c)
the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason
of the full payment and performance of all Obligations), (d) any failure of the to marshal assets
in favor Bank of any Borrower or any other person, (e) any failure of Bank to give notice of sale
or other disposition of collateral to any Borrower or any other Person or any defect in any notice
that may be given in connection with any sale or disposition of collateral, (f) any act or omission
of Bank or others that directly or indirectly results in or aids the discharge or release of any
Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise,
(g) any law which provides that the obligation of a surety or guarantor must neither be larger in
amount nor in other respects more burdensome than that of the principal or which reduces a surety’s
or guarantor’s obligation in proportion to the principal obligation, (h) any failure of Bank to
file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the
election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy
Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy
Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or
stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of
any Person, (l) the avoidance of any lien in favor of Bank for any reason, or (m) any action taken
by Bank that is authorized by this section or any other provision of any Loan Document. Until such
time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i)
each Borrower hereby waives and postpones any right of subrogation it has or may have as against
any other Borrower respect to the Obligations; and (ii) in addition, each Borrower also hereby
waives and postpones any right to proceed or to seek recourse against or with respect to any
property or asset of any other Borrower. Each Borrower expressly waives all setoffs and
counterclaims and all presentments, demands for payment or performance, notices of nonpayment or
nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands
of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of
this Agreement or of the existence, creation or incurring of new or additional Obligations.



     18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is
deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this
Agreement or any rights of Bank created or granted hereby or to the recovery by Bank against any
Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial
foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of
Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other
Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any
suretyship defenses or benefits that it otherwise might or would have under applicable law.
WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES
ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A
NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S
RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING
BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE.



     18.7 Borrower and each of them warrant and agree that each of the waivers and consents set
forth herein are made after consultation with legal counsel and with full knowledge of their
significance and consequences, with the understanding that events giving rise to any defense or
right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise
may have against any other Borrower, Bank or others, or against Collateral. If any of the waivers
or consents herein are determined to be contrary to any applicable law or public policy, such
waivers and consents shall be effective to the maximum extent permitted by law.



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LOAN & SECURITY AGREEMENT

(ACCOUNTS AND INVENTORY)



IN WITNESS WHEREOF, the parties hereto have caused this Loan and Security Agreement (Accounts and
Inventory) to be executed as of the date first hereinabove written.




	 	 	 	 	 	 	 	 	 	 	 
	COMERICA BANK	 	 	 	PROLINK HOLDINGS CORP., a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Meredith
Russel                    	 	By:	 	/s/ Barry
Sullivan                                                    	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:	 	Meredith Russel	 	 	 	Name: Barry Sullivan	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Title:	 	Arizona Regional President	 	 	 	Title: Chief Financial Officer	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PROLINK SOLUTIONS, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Barry Sullivan                                                    	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	Barry Sullivan	 	 
	 

	 	 	 	 	 	Title:	 	Chief Financial Officer	 	 






19