Nebo Products Inc Sample Contracts

Nebo Products Inc – February 3, 2003 Mr. Scott Holmes President and Chief Executive Officer Nebo Products, Inc. 12382 Gateway Parkplace #300 Draper, UT 84020 Dear Scott: Thank you for the opportunity to be of service over the past few months. The purpose of this letter is to amend the agreement dated March 28, 2002, with respect to the addition of services relating to: 1) The effort to sell the Sporting Goods Division of NEBO. 2) The effort to raise additional capital in the form of long-term debt or equity. 3) The effort to replace Summit Financial as your senior lender. 4) Consulting on investor relations and o (May 30th, 2003)
Nebo Products Inc – March 31, 2003 Scott Holmes, Chief Executive Officer NEBO Products, Inc. 12382 Gateway Parkplace Suite 300 Draper, Utah 84020 Re: Settlement of Account Receivable Dear Scott: As you know, at February 28, 2003, the Company owed this firm $70,680.33. We have agreed to a payment and settlement of this amount as outlined in this letter. Please sign the enclosed copy of this letter and the enclosed pledge agreement and promissory note and return them to me together with the two stock certificates mentioned below. We have agreed as follows: 1) The Company will immediately issue Durham Jones & Pinega (May 30th, 2003)
Nebo Products Inc – PROMISSORY NOTE $25,000.00 March 19, 2003 FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to Durham Jones & Pinegar, PC ("Holder"), or to order, at such location as Holder may designate, the principal sum of Twenty-five Thousand Dollars ($25,000.00), together with interest thereon at the rate of eighteen percent (18%) per annum. Principal and accrued interest, shall be payable in full on April 1, 2004. Principal shall be payable only in lawful money of the United States of America. Payments shall be applied first to accrued and unpaid interest, and then to the unpaid princ (April 17th, 2003)
Nebo Products Inc – NEBO Products, Inc. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated effective as of the date executed by both parties hereto, is between NEBO Products, Inc., a Utah corporation with its principal place of business at 12382 Gateway Parkplace, #300, Salt Lake City, Utah 84020 ("NEBO") and Scott Holmes, an individual employed or to be employed by NEBO. This Agreement is intended to protect NEBO's investment in client relationships and proprietary information and in its ability to employ its people, by maintaining confidentiality and customer relationships. As a material in (April 17th, 2003)
Nebo Products Inc – THE SECURITIES WHICH ARE THE SUBJECT OF THIS EXCHANGE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND WILL BE OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS BY VIRTUE OF THE COMPANY'S INTENDED COMPLIANCE WITH SECTIONS 3(a)(9), 3(b), AND/OR 4(2) OF THE SECURITIES ACT OF 1933, THE PROVISIONS OF REGULATION D UNDER SUCH ACT, AND SIMILAR EXEMPTIONS UNDER STATE LAW. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIM (December 3rd, 2002)
Nebo Products Inc – Nebo(R) Products, Inc. PRESS RELEASE SOURCE: NEBO(R) Products Inc. FOR IMMEDIATE RELEASE: November 26, 2002 NEBO(R) Products, Inc. Completes Restructuring $1.55 Million Restructured DRAPER, Utah - November 26, 2002 / NEBO(R) Products (OTC Bulletin Board: NEBO) today announced the completion of a major balance sheet restructuring that converted over $1.1 million of debt and contingent liabilities to preferred stock at a conversion price of $0.20 per share of preferred. Additionally, $441,123 of debt was restructured with longer maturities, lower interest rates and a conversion option at $0.20 p (December 3rd, 2002)
Nebo Products Inc – TERMINATION AND RELEASE AGREEMENT This TERMINATION AND RELEASE AGREEMENT ("Termination Agreement") is made and entered into this 17th day of October 2002, by and between NEBO Products, Inc., a Utah corporation ("NEBO") and Naviset Holdings Corp., a Utah corporation ("Naviset"). NEBO and Naviset are sometimes collectively referred to herein as the "Parties." Defined terms not otherwise defined in this Termination Agreement shall have the meaning set forth in the Share Exchange Agreement (as defined below). RECITALS WHEREAS, on August 21, 2002, NEBO and Naviset entered into that certain Share Ex (October 21st, 2002)
Nebo Products Inc – PRESS RELEASE SOURCE: NEBO(R) Products Inc. FOR IMMEDIATE RELEASE: October 18, 2002 HEADLINE: NEBO(R)Products, Inc. Announces Termination of Naviset Holdings Corp Acquisition DRAPER, Utah - October 18, 2002 / NEBO(R) Products (OTC Bulletin Board: NEBO) today announced that the planned acquisition of Naviset Holdings Corp has been terminated by mutual agreement. The termination also applies to the management agreement associated with the transition to joint operations. Separately, NEBO announced that efforts to restructure certain subordinated debt and other contingent liabilities continue. The (October 21st, 2002)
Nebo Products Inc – NEBO PRODUCTS, INC. MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT is entered into as of September 20, 2002, by and between NEBO Products, Inc., a Utah corporation (the "Company") and Naviset Management, Inc., a Utah corporation ("Manager"). Whereas, Company has agreed to acquire in a business combination all of the issued and outstanding shares of the capital stock of Naviset Holdings Corp., a Utah corporation ("Naviset") by exchanging one share of NEBO common stock for each share of Naviset common stock issued and outstanding (the "Exchange"), as a result of which, Naviset will become a whol (September 24th, 2002)
Nebo Products Inc – [GRAPHIC OMITTED][GRAPHIC OMITTED] PRESS RELEASE SOURCE: NEBO(R) Products, Inc. FOR IMMEDIATE RELEASE: May 7, 2002 HEADLINE: The NEBO(R) Products Letter to the Shareholders DRAPER, Utah, May 7, 2002 / PR Newswire / -- NEBO(R) Products, Inc. (OTC Bulletin Board: NEBO) today posts its letter to the shareholders. LETTER MAILED TO THE SHAREHOLDERS May 7, 2002 About NEBO(R) Our company had its beginnings in late 1996 mainly as an exporter of U.S. products to islands in the South Pacific. Soon thereafter we began to manufacture products for distribution into the United States with a primary focus on (May 7th, 2002)
Nebo Products Inc – SET-OFF AND RELEASE AGREEMENT THIS SET-OFF AND RELEASE AGREEMENT (the "Agreement") is entered into as of the 28th day of December, 2001, by and between NEBO Products, Inc. (the "Company") and Pete Chandler (the "Investor"). Both the Company and the Investor may be referred to herein as a "Party" and collectively as the "Parties." RECITALS A. The Investor and the Company entered into an agreement whereby the Investor provided fee services to the Company, as evidenced by a Consulting Agreement (the "Consulting Agreement"). The total amount outstanding on the Consulting Agreement, including princ (April 15th, 2002)
Nebo Products Inc – SET-OFF AND RELEASE AGREEMENT THIS SET-OFF AND RELEASE AGREEMENT (the "Agreement") is entered into as of the 28th day of December, 2001, by and between NEBO Products, Inc. (the "Company") and Suzanne Heaton (the "Investor"). Both the Company and the Investor may be referred to herein as a "Party" and collectively as the "Parties." RECITALS A. The Investor and the Company entered into an agreement whereby the Investor lent funds to the Company, as evidenced by a promissory note (the "Company Note"). The total amount outstanding on the Company Note, including principal, interest, as well as any (April 15th, 2002)
Nebo Products Inc – SET-OFF AND RELEASE AGREEMENT THIS SET-OFF AND RELEASE AGREEMENT (the "Agreement") is entered into as of the 28th day of December, 2001, by and between NEBO Products, Inc. (the "Company") and Rodger Smith (the "Investor"). Both the Company and the Investor may be referred to herein as a "Party" and collectively as the "Parties." RECITALS A. The Investor and the Company entered into an agreement whereby the Investor lent funds to the Company, as evidenced by a promissory note (the "Company Note"). The total amount outstanding on the Company Note, including principal, interest, as well as any ot (April 15th, 2002)
Nebo Products Inc – NEBO PRODUCTS, INC. EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT Optionee: ------------------------------------------------- Date of Grant: --------------------------- Number of Covered Shares: -------------------- Exercise Price Per Share: ------------------------ This Incentive Stock Option Agreement ("Agreement") is entered into as of the _____ day of __________________, 200__, between NEBO PRODUCTS, INC., a Utah corporation (the "Company"), and ____________________________ ("Optionee"). WHEREAS, the Company has adopted the NEBO Products 2001 Stock Option Plan (the "Plan") and has approved the (January 18th, 2002)
Nebo Products Inc – S&L Family Trust PROMISSORY NOTE $320,000.00 September 30, 2001 For valuable consideration, the sufficiency and receipt of which are hereby acknowledged, NEBO PRODUCTS, INC., a Utah corporation having a mailing address at 12382 Gateway Parkplace #300, Draper, Utah 84020 (the "Maker") hereby promises to pay to the order of S&L Family Trust (the "Payee"), having a mailing address at P.O. Box 572562, Salt Lake City, UT 84157, or, at the Payee's option, at such other place as may be designated in writing from time to time to the Maker by the Payee, the sum of Three Hundred Twenty Thousand AND 00/1 (November 14th, 2001)

Monthly Loan Periods Month Principal Interest Payment Balance ---------------------------------------------------------------------------------------------------------------------------- $ 320,000.00 1 05-Nov-01 $ 4,800.00 $ 3,200.00 $8,000.00 $ 315,200.00 2 05-Dec-01 $ 4,848.00 $ 3,152.00 $8,000.00 $ 310,352.00 3 05-Jan-02 $ 4,896.48 $ 3,103.52 $8,000.00 $ 305,455.52 4 05-Feb-02 $ 4,945.44 $ 3,054.56 $8,000.00 $ 300,510.08 5 05-Mar-02 $ 4,994.90 $ 3,005.

Nebo Products Inc – PROMISSORY NOTE $35,000.00 September 1, 2001 For valuable consideration, the sufficiency and receipt of which are hereby acknowledged, NEBO PRODUCTS, INC., a Utah corporation having a mailing address at 12382 Gateway Parkplace #300, Draper, Utah 84020 (the "Maker") hereby promises to pay to the order of Lyn C. Branch (the "Payee"), having a mailing address at 7121 NE 19th Avenue, Gainesville, FL 32641, or, at the Payee's option, at such other place as may be designated in writing from time to time to the Maker by the Payee, the sum of Thirty Five Thousand Dollars AND 00 Cents ($35,000.00), tog (November 14th, 2001)

Monthly Loan Periods Month Principal Interest Payment Balance ---------------------------------------------------------------------------------------------------------------------------- $ 35,000.00 1 1-Oct-01 $ - $ 700.00 $ 700.00 $ 35,000.00 2 1-Nov-01 $ - $ 700.00 $ 700.00 $ 35,000.00 3 1-Dec-01 $ 350.00 $ 350.00 $ 700.00 $ 34,650.00 4 1-Jan-02 $ 353.50 $ 346.50 $ 700.00 $ 34,296.50 5 1-Feb-02 $ 357.04 $ 342.97 $ 700.00 $ 33,939.47 6

Nebo Products Inc – SK Management Trust PROMISSORY NOTE $187,500.00 September 30, 2001 For valuable consideration, the sufficiency and receipt of which are hereby acknowledged, NEBO PRODUCTS, INC., a Utah corporation having a mailing address at 12382 Gateway Parkplace #300, Draper, Utah 84020 (the "Maker") hereby promises to pay to the order of SK Management Trust (the "Payee"), having a mailing address at 2556 Keddington Lane, Salt Lake City, UT or, at the Payee's option, at such other place as may be designated in writing from time to time to the Maker by the Payee, the sum of One Hundred Eighty-Seven Thousand (November 14th, 2001)

Monthly Loan Periods Month Principal Interest Payment Balance ---------------------------------------------------------------------------------------------------------- $ 187,500.00 1 30-Oct-01 $ 1,875.00 $ 1,875.00 $3,750.00 $ 185,625.00 2 30-Nov-01 $ 1,893.75 $ 1,856.25 $3,750.00 $ 183,731.25 3 30-Dec-01 $ 1,912.69 $ 1,837.31 $3,750.00 $ 181,818.56 4 30-Jan-02 $ 1,931.81 $ 1,818.19 $3,750.00 $ 179,886.75 5 28-Feb-02 $ 1,951.13 $ 1,798.87 $3,750.00 $ 177,935.62 6 30-Mar-02 $ 1,970.64 $ 1,779.

Nebo Products Inc – Feather River Trust PROMISSORY NOTE $75,000.00 September 4, 2001 For valuable consideration, the sufficiency and receipt of which are hereby acknowledged, NEBO PRODUCTS, INC., a Utah corporation having a mailing address at 12382 Gateway Parkplace #300, Draper, Utah 84020 (the "Maker") hereby promises to pay to the order of Feather River Trust (the "Payee"), having a mailing address at 161 South 800 West, Lindon, UT 84042 or, at the Payee's option, at such other place as may be designated in writing from time to time to the Maker by the Payee, the sum of Seventy Five Thousand Dollars ($75,000.0 (November 14th, 2001)

Interest Rate 12% Principal $75,000.00 Balloon Payment $60,288.94 Monthly Loan Periods Month Principal Interest Payment Balance ------------------------------------------------------------------------------------------------------------------------- $ 75,000.00 1 04-Oct-01 $ 750.00 $ 750.00 $ 1,500.00 $ 74,250.00 2 04-Nov-01 $ 757.50 $ 742.50 $ 1,500.00 $ 73,492.50 3 04-Dec-01 $ 765.08 $ 734.93 $ 1,500.00

Nebo Products Inc – PROMISSORY NOTE $25,575.00 September 1, 2001 For valuable consideration, the sufficiency and receipt of which are hereby acknowledged, NEBO PRODUCTS, INC., a Utah corporation having a mailing address at 12382 Gateway Parkplace #300, Draper, Utah 84020 (the "Maker") hereby promises to pay to the order of David W. Meyers, IRA (the "Payee"), having a mailing address at 11027 South State Street, Sandy, UT 84070, or, at the Payee's option, at such other place as may be designated in writing from time to time to the Maker by the Payee, the sum of Twenty Five Thousand Five Hundred Seventy Five Dollar (November 14th, 2001)

Monthly Loan Periods Month Principal Interest Payment Balance -------------------------------------------------------------------------------------------------------------------------- $ 25,575.00 1 1-Oct-01 $ 255.75 $ 255.75 $ 511.50 $ 25,319.25 2 1-Nov-01 $ 258.31 $ 253.19 $ 511.50 $ 25,060.94 3 1-Dec-01 $ 260.89 $ 250.61 $ 511.50 $ 24,800.05 4 1-Jan-02 $ 263.50 $ 248.00 $ 511.50 $ 24,536.55 5 1-Feb-0

Nebo Products Inc – EXCLUSIVE AGREEMENT ----------------------------------------------------------- --------------------- BETWEEN: NEBO Products, Inc, of 12382 Gateway Parkplace #300, Draper, UT and Taiwan Zest Industrial Company, Ltd., of No.2 Lane 194, Kan Cheng Street, Nan Tun District, Taichung, Taiway, R.O.C. SUBJECT: RH-3 Reversible ratcheting screwdriver (a.k.a. NEBO 13-in-1) DATE: April 16th, 2001 ------------------------------------------------------------------------------- - TAIWAN ZEST INDUSTRIAL CO. LTD., and MEENG GANGE ENTERPRISES LTD., the agent and factory, which produce and distribute the RH-3 rev (July 6th, 2001)
Nebo Products Inc – Promissory Note (Fixed Rate - Closed End) NEBO Products, Inc. Lender: David W & Marian Meyers 12382 Gateway Parkplace #300 P.O. Box 267 Draper, UT 84020 Moose, WY 83012 801-495-2150 (p) 801-495-2151 (f) Date: February 11, 2001 (May 15th, 2001)

--------------------------- -------------------------- -------------------------- --------------------------- ---------------------- MONTHLY FINANCE CHARGE AMOUNT FINANCED TOTAL OF PAYMENTS PERCENTAGE The dollar amount the The amount of credit The amount I will have RATE credit will cost me. provided to me or on my paid after I have made behalf. all payments as scheduled. 2% $26,200 $160,000.00 $186,200 --------------------------- -------------------------- -------------------------- --------------------------- ----------------------

Nebo Products Inc – NEGOTIABLE PROMISSORY NOTE Made At Salt Lake City, Utah Principal Amount: $350,000 March 30, 2001 Nebo Products, Inc. promises to pay to the order of S&L Family Trust at the office of David N. Sonnenreich P.C., 802 Boston Building, #9 Exchange Place, Salt Lake City, Utah, or such other place s the holder of this note may designate in writing, the principal sum of $350,000, in accordance with the following schedule: A principal payment of $10,000 shall be due on each of the following dates: April 30, 2001; May 31, 2001; June 29, 2001; July 31, 2001; and August 31, 2001; and the remaining princi (May 15th, 2001)
Nebo Products Inc – Promissory Note (Fixed Rate - Closed End) NEBO Products, Inc. Lender: Lyn C. Branch 12382 Gateway Parkplace #300 7121 NE 19th Ave. Draper, UT 84020 Gainesville, FL 32641 801-495-2150 (p) 801-495-2151 (f) Date: March 1, 2001 (May 15th, 2001)

--------------------------- -------------------------- -------------------------- --------------------------- ---------------------- MONTHLY FINANCE CHARGE AMOUNT FINANCED TOTAL OF PAYMENTS PERCENTAGE The dollar amount the The amount of credit The amount I will have RATE credit will cost me. provided to me or on my paid after I have made behalf. all payments as scheduled. 2% $11,200 $35,000 $46,200 --------------------------- -------------------------- -------------------------- --------------------------- ----------------------

Nebo Products Inc – EXCLUSIVE AGREEMENT ----------------------------------------------------------- --------------------- BETWEEN: NEBO Products, Inc, of 12382 Gateway Parkplace #300, Draper, UT and XXXXXXXXXXXXXXXXXX, XXXXXXXXXXXXXXXX,* Taichung, Taiway, R.O.C. SUBJECT: RH-3 Reversible ratcheting screwdriver (a.k.a. NEBO 13-in-1) DATE: April 16th, 2001 -------------------------------------------------------- ------------------------ XXXXXXXXXXXXXXXXXXXXXXXXXXX and XXXXXXXXXXXXXXXXXXXX, the agent and factory, which produce and distribute the RH-3 reversible ratcheting screwdriver agree that they will assign the exc (May 15th, 2001)
Nebo Products Inc – Promissory Note (Fixed Rate - Closed End) NEBO Products, Inc. Lender: SK Management Trust 12382 Gateway Parkplace #300 2556 Keddington Lane Draper, UT 84020 Salt Lake City, UT 84117 801-495-2150 (p) 801-495-2151 (f) Date: March 30, 2001 (May 15th, 2001)

--------------------------- -------------------------- -------------------------- --------------------------- ---------------------- MONTHLY FINANCE CHARGE AMOUNT FINANCED TOTAL OF PAYMENTS PERCENTAGE The dollar amount the The amount of credit The amount I will have RATE credit will cost me. provided to me or on my paid after I have made behalf. all payments as scheduled. 2.0% $22,500 $187,500 $210,000 --------------------------- -------------------------- -------------------------- --------------------------- ----------------------

Nebo Products Inc – =============================================================================== = INCORPORATED UNDER THE LAWS OF UTAH NUMBER SHARES NEBO PRODUCTS, INC. 100,000,000 Shares - No Par Value CUSIP ___________ --------------------------- ----------------------------------------------------- THIS CERTIFIES THAT is the registered holder of ------------------------------------------------------------------------------ FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE, OF ====================================NEBO PRODUCTS, INC.========================= transferable only on the books of the (May 15th, 2001)
Nebo Products Inc – Promissory Note (Fixed Rate - Closed End) NEBO Products, Inc. Lender: Feather River Trust 12382 Gateway Parkplace #300 161 South 800 West Draper, UT 84020 Lindon, UT 84042 801-495-2150 (p) 801-495-2151 (f) Date: 2/15/01 (May 15th, 2001)

--------------------------- -------------------------- -------------------------- --------------------------- ---------------------- MONTHLY FINANCE CHARGE AMOUNT FINANCED TOTAL OF PAYMENTS PERCENTAGE The dollar amount the The amount of credit The amount I will have RATE credit will cost me. provided to me or on my paid after I have made behalf. all payments as scheduled. 2% $9,000 $75,000.00 $84,000 --------------------------- -------------------------- -------------------------- --------------------------- ----------------------

Nebo Products Inc – Promissory Note (Fixed Rate - Closed End) NEBO Products, Inc. Lender: Jay D. Christensen 12382 Gateway Parkplace #300 225 S. Lake Ave. 9th Floor Draper, UT 84020 Pasadena, CA 91101 801-495-2150 (p) (626) 568-2900 801-495-2151 (f) Date: December 20, 2000 (May 15th, 2001)

--------------------------- -------------------------- -------------------------- --------------------------- ---------------------- MONTHLY FINANCE CHARGE AMOUNT FINANCED TOTAL OF PAYMENTS PERCENTAGE The dollar amount the The amount of credit The amount I will have RATE credit will cost me. provided to me or on my paid after I have made behalf. all payments as scheduled. 2% $500 $25,000.00 $28,000 --------------------------- -------------------------- -------------------------- --------------------------- ----------------------

Nebo Products Inc – FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT This Amendment, dated as of July, 2000, is made by and between OPEN SEA CORPORATION, d/b/a NEBO PRODUCTS, a Utah corporation (the "Borrower"), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender"). Recitals The Borrower and the Lender have entered into a Credit and Security Agreement dated as of June 1, 2000 (the "Credit Agreement"). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified. The Borrower has requested that certain amendments be made to the (March 5th, 2001)
Nebo Products Inc – THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT This Amendment, dated as of November 22, 2000, is made by and between OPEN SEA CORPORATION, d/b/a NEBO PRODUCTS, a Utah corporation (the "Borrower" ), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender"). Recitals The Borrower and the Lender have entered into a Credit and Security Agreement dated as of June 1, 2000, as previously amended (the "Credit Agreement"). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified The Borrower has requested that cert (March 5th, 2001)
Nebo Products Inc – CREDIT AND SECURITY AGREEMENT Dated as of June 1, 2000 OPEN SEA CORPORATION, d/b/a NEBO PRODUCTS, a Utah corporation (the "Borrower"), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the . "Lender"), hereby agree as follows: ARTICLE I Definitions Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires; the terms defined in this Article have the meanings assigned to them in this Article, and include. the plural as well as the singular; and all accounting terms not otherwise defined herein have t (March 5th, 2001)
Nebo Products Inc – INDUSTRIAL REAL ESTATE LEASE ARTICLE ONE: BASIC TERMS This Article One contains the Basic Terms of the Lease between the Landlord and Tenant named below. other Articles, Sections and Paragraphs of the Lease referred to in this Article One explain and define the Basic Terms and are to be read in conjunction with the Basic Terms. Section 1.01. Date of Lease: 09/08/00 Section 1.02. Landlord (include legal entity): 12300 South, L.L.C. Address of Landlord: Draper Gateway Centre, C/O Steven M. Perry, 1132 South 500 West, Salt Lake City, Utah 84101 Section 1.03. Tenant (include legal entity): Nebo Pr (March 5th, 2001)
Nebo Products Inc – SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT This Amendment, dated as of September 26, 2000, is made by and between OPEN SEA CORPORATION, d/b/a NEBO PRODUCTS, a Utah corporation (the "Borrower"), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender"). Recitals The Borrower and the Lender have entered into a Credit and Security Agreement dated as of June 1, 2000, as previously amended (the "Credit Agreement"). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified. The Borrower has requested that ce (March 5th, 2001)