REPRESENTATIONS AND WARRANTIES

To induce Bank to make the Loan (s) Debtor represents and warrants and continues to represent and warrant that:

10.1 Debtor, if a corporation or partnership, is duly organized, validly existing and in good standing to do business in those jurisdictions in which its ownership or property or the conduct of its business requires such qualification, and has the power to carry on its business as it is presently being conducted, as well as to enter into and perform this Agreement, to effect the Loan (s), and to execute the Note (s) and other documents as herein provided.

10.2 The financial statements which have been heretofore furnished to Bank by Debtor pursuant to the terms of this Agreement were prepared in conformity with generally accepted accounting principles, consistently applied, and fairly reflect the financial condition of Debtor as of_________, 20_________ There are no known or threatened contingent liabilities of Debtor, which have not been disclosed in said financial statements, nor has there been any material adverse change in the financial condition, business or operations of Debtor since_________ ,20__________.

10.3Except as detailed in a separate letter attached hereto, no claim, litigation, governmental proceeding is pending or, to the knowledge of Debtor, threatened against Debtor, the result of which may have a material adverse affect on the financial condition, operations or business of Debtor, or which may adversely affect the ability of Debtor to perform its Obligations hereunder, under the Note (s), or under any other documents executed pursuant to and in conjunction with this Agreement.

10.4The making of this Agreement and the issuance of the Note (s) and other document executed pursuant to and in conjunction with this Agreement, and compliance with their terms, will not violate any provision of any other instrument or document or result in a breach of any term or condition of, or result in the imposition of any lien, charge or encumbrance upon, any property of Debtor pursuant to, or constitute a default under, any indenture, agreement or instrument to which Debtor is a party or by which it is bound.

10.5Debtor has timely filed, or caused to be timely filed all federal, state and local tax returns which are required to be filed and has paid or caused to be paid all taxes which are due and payable pursuant to said returns or pursuant to any assessment duly filed against Debtor.

10.610.6 This Agreement, the Note (s), the Surety Agreement (s), the Security Agreement (s), and all other documents required by this Agreement, when executed by Debtor and others, if any, and delivered to Bank, shall be valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms.

10.7No event has occurred or failed to occur which, with the passage of time or giving of notice, or both, would be an Event of Default hereunder.

10.8Debtor keeps its records with respect to its Accounts at the following address (s):

(Street & No) (City) (County) (State) (Zip Code)

10.9 Debtor keeps its equipment and the bulk of its Inventory at the following location (s):

(Street & No) (City) (County) (State) (Zip Code)

10.10 Except as provided in a schedule provided by Debtor attached hereto and incorporated herein as though set forth in full in this paragraph, the property and assets of Debtor are not subject to any lien, encumbrance or security interest which has arisen other than in the normal course of business, and Debtor has good and marketable title to all of its assets, subject only to the security interest, if any, granted in connection with this Agreement.

All of the above representations and warranties shall survive the making of this Agreement and the issuance of the Note (s).

11. AFFIRMATIVE COVENANTS

So long as Bank has not terminated this Agreement pursuant to paragraph 7 hereof, Debtor agrees it will do of the following:

11.1 Debtor will deliver to Bank:

a) as soon as available and, in any event, within 45 days after the close of each of the quarterly periods of each fiscal year of Debtor, a balance sheet of Debtor and statements of income, retained earnings and surplus, and a statement of change in financial position of Debtor as of the end of such period, and for the portion of such fiscal year preceding the end of such period, all in reasonable detail and certified by an officer of Debtor or an independent certified public accountant to be true and correct and prepared in accordance with generally accepted accounting principles, consistently applied. If Debtor has subsidiaries or affiliates or is a group of companies or business organizations, Debtor shall provide to Bank all such statements on both a consolidated and consolidating basis.

b) as soon as available and, in any event, within 90 days after close of each fiscal year of Debtor, a balance sheet of Debtor and statements of income, retained earnings and surplus, and a statement of change in financial position of Debtor as of the end of and for such fiscal year preceding the end of such period, all in reasonable detail and certified by an independent certified public accountant selected by Debtor and satisfactory to Bank, prepared in accordance with generally accepted accounting principles, consistently applied.

If Debtor has subsidiaries or affiliates or is a group of companies or business organizations, Debtor shall provide to Bank all such statement on both a consolidated and consolidating basis.

c) copies of all notices or reports, if any, furnished to Debtor by its independent certified public accountant in connection with each fiscal year audit of the books of Debtor made by such accountant.

d)such other information regarding the business, operations and finances of Debtor as Bank may from time to time request, including, but not limited to, information required in reports to governmental agencies having jurisdiction over Debtor or Debtor's operations or business affairs.

e) as soon as possible and, in any event, within five (5) days of notice to Debtor, written notice of any litigation or regulatory proceeding commenced or threatened against Debtor, the results of which may have a material, adverse effect upon the financial condition of Debtor or, when combined with all other litigation threatened or asserted against Debtor, may create an aggregate potential liability in excess of $___________, regardless of Debtor's or Debtor's counsel's opinion as to the likelihood of success of such litigation.

f) immediate notice of any adverse change in the business, operations or finances of Debtor, or of any development which might cause an adverse change in the business, operations or finances of Debtor.

11.2 Debtor will furnish to Bank, within five (5) days of any election or appointment of officers or directors, written notice of any change in the persons who, from time to time, become officers and directors of Debtor and who must be satisfactory to Bank, it being understood that the present officers and directors of Debtor are satisfactory to Bank.

11.4Debtor will, at Debtor's sole expense, maintain in good condition and repair, all property, real and personal, owned, leased or otherwise in the possession of Debtor. Debtor shall notify Bank, in writing, within five (5) days, of any change in the status or condition of any of its property that would adversely affect its ability to do business.

11.5 Debtorshall maintain adequate books, records and accounts on a consistent basis, in accordance with generally accepted accounting principles, consistently applied. Debtor shall permit any officer, employee or agent of Bank, as designated by Bank, to visit and inspect the properties of Debtor, examine its books and records, make extracts therefrom and discuss the affairs and finances of Debtor with its officers and employees at any time during regular business hours and as often as Bank may reasonably request.

11.6Debtor will use Bank as its sole and primary depository institution to the extent reasonably feasible, unless otherwise agreed by Bank in writing. Debtor will notify Bank, in writing and on a continuing basis, of all deposit account and certificates of deposit maintained with or purchased from other banks and other financial institutions, and Debtor's deposit account and certificate of deposit numbers.

11.7Debtor will pay and discharge, on or prior to the date when they become due, all taxes, assessments and governmental charges imposed upon Debtor or its properties, assets, operations, products, income or securities; provided, however, that this covenant shall not apply to any tax, assessment or governmental charge so long as the validity or amount thereof is being contested by Debtor in good faith by appropriate proceeding and for which Debtor shall have set aside adequate reserves for the payment of such tax, assessment or charge.

11.8 If Debtor fails to pay such taxes, assessments or charges when due, or is not contesting the same in good faith, or has not set aside adequate reserves for the payment thereof, Bank may discharge the same, and any amounts so advanced by Bank for such purposes shall be added to the Note (s), and shall bear interest at the rate provided in the Note (s).

Debtor, if a corporation, will maintain its corporate existence in full force and effect.

11.9. Debtor will comply with all laws and regulations applicable to Debtor in the operation of its business. Debtor will keep all of its patents, franchises, copyrights, licenses, trademarks and the trade names in full force and effect until their respective expiration dates.

11.10Debtor will pay all rentals or other sums required by any lease or mortgage to which Debtor is a party as the same shall become due and payable, perform all of Debtor's obligations as tenant or mortgagor thereunder, and keep any applicable lease (s) at all times in full force and effect.

11.11Debtor will, when requested by Bank, promptly provide Bank with a statement, which lists and describes all of Debtor's accounts receivable and accounts payable, and their aging status.

11.12Debtor will, at all times, maintain «Working Capital» of not less than $_____. For purposes of this Agreement, «Working Capital» means the excess of net current assets over net current liabilities of Debtor, all computed in accordance with generally accepted accounting principles, consistently applied.

11.13Debtor will, at all times, maintain its «Current Ratio», herein defined as net current assets divided by net current liabilities, each computed in accordance with generally accepted accounting principles, consistently applied, at not less than_____to___________.

11.15Debtor will, at all times, maintain its «Tangible Net Worth», herein defined as the excess of tangible assets over total liabilities (total liabilities excludes debt subordinated to the Obligations), each determined in accordance with generally accepted accounting principles, consistently applied, at not less than $____, which amount is to be increased on a cumulative basis by $_________annually thereafter.

11.16Debtor will, at all times, maintain its «Debt to Equity Ratio», herein defined as Total Liabilities divided by Tangible Net Worth, «Total Liabilities» being defined in accordance with generally accepted accounting principles, consistently applied, and Tangible Net Worth as defined above, at not more than_____to____________.

11.17Debtor will insure its property and equipment against such casualties as is customary in Debtor's industry or as Bank shall require, in such forms and amounts and in such companies as shall be satisfactory to Bank. All insurance policies shall be written for the benefit of Debtor and Bank as their interests may appear and Debtor shall endorse on all such policies the name of Bank as loss payee and such policies and certificates of insurance evidencing the same shall be furnished to and retained by Bank. If Debtor fails to pay such insurance premiums when due, Bank may pay the same to retain the policies in full force and any amounts so advanced by Bank shall be added to the Note (s) and shall bear interest at the rate provided in the Note (s).

11.18Debtor will cause all of its officers, directors and stockholders who are creditors of Debtor and are owed debts or other obligations by Debtor to subordinate such obligations to Bank by executing Bank's standard Subordination Agreement.

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