Secured Revolving Note Sample Contracts

Acme United Corporation. – Second AMENDED AND RESTATED SECURED REVOLVING NOTE (May 13th, 2016)

This Revolving Note is the Revolving Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated April 5, 2012, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Revolving Note.

Community Choice Financial Inc. – Secured Revolving Note (May 12th, 2016)

WHEREAS, in connection with the execution, delivery and consummation of (x) that certain Membership Interest Purchase Agreement dated as of the date hereof by and among Lender, Borrower, Buckeye Check Cashing of Florida III, LLC, a Florida limited liability company (together with its successors and assigns Buyer), and certain affiliates of Buyer (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Purchase Agreement) and (y) the transactions executed in connection therewith, Buckeye Check Cashing of Florida, Inc. an Ohio corporation (together with its successors and assigns, the Lender), will, from time to time under the terms hereof, make loans (the Revolving Loans) to Buckeye Check Cashing of Florida II, LLC, a Delaware limited liability company (together with its successors and permitted assigns, Borrower), in an aggregate principal amount not to exceed SIX MILLION and 00/100 DOLLARS ($6,000,000) unless otherwise prov

Acme United Corporation. – Amended and Restated Secured Revolving Note (May 10th, 2013)

This Revolving Note is the Revolving Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated April 5, 2012, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Revolving Note.

Secured Revolving Note (Executed and Delivered in ____________________) (March 12th, 2013)

This Revolving Note is the Revolving Note referred to in, and is executed and delivered in connection with, that certain Loan Agreement dated as of March 8, 2013, by and between Lender, Borrower and certain Guarantors thereunder (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Revolving Note.

All American Group – LOAN AGREEMENT by and Among AND COACHMEN INDUSTRIES, INC., AS BORROWER REPRESENTATIVE, AND ALL AMERICAN HOMES, LLC, ALL AMERICAN HOMES OF COLORADO, LLC, ALL AMERICAN HOMES OF GEORGIA, LLC, ALL AMERICAN HOMES OF INDIANA, LLC, ALL AMERICAN HOMES OF IOWA, LLC, ALL AMERICAN HOMES OF NORTH CAROLINA, LLC, ALL AMERICAN HOMES OF OHIO, LLC, ALL AMERICAN BUILDING SYSTEMS, LLC, ALL AMERICAN SPECIALTY VEHICLES, LLC, COACHMEN MOTOR WORKS, LLC, COACHMEN MOTOR WORKS OF GEORGIA, LLC, CONSOLIDATED BUILDING INDUSTRIES, LLC, CONSOLIDATED LEISURE INDUSTRIES, LLC, COACHMEN OPERATIONS, INC., COACHMEN PROPERTIES, IN (October 29th, 2009)
All American Group – LOAN AGREEMENT by and Among AND COACHMEN INDUSTRIES, INC., AS BORROWER REPRESENTATIVE, AND ALL AMERICAN HOMES, LLC, ALL AMERICAN HOMES OF COLORADO, LLC, ALL AMERICAN HOMES OF GEORGIA, LLC, ALL AMERICAN HOMES OF INDIANA, LLC, ALL AMERICAN HOMES OF IOWA, LLC, ALL AMERICAN HOMES OF NORTH CAROLINA, LLC, ALL AMERICAN HOMES OF OHIO, LLC, ALL AMERICAN BUILDING SYSTEMS, LLC, ALL AMERICAN SPECIALTY VEHICLES, LLC, COACHMEN MOTOR WORKS, LLC, COACHMEN MOTOR WORKS OF GEORGIA, LLC, CONSOLIDATED BUILDING INDUSTRIES, LLC, CONSOLIDATED LEISURE INDUSTRIES, LLC, COACHMEN OPERATIONS, INC., COACHMEN PROPERTIES, IN (October 28th, 2009)
Bio-Reference Laboratories, Inc. – TENTH AMENDED AND RESTATED SECURED REVOLVING NOTE (PNC Bank, National Association) (January 14th, 2009)

FOR VALUE RECEIVED, BIO-REFERENCE LABORATORIES, INC., a New Jersey corporation with an address at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07497 and its Subsidiary or Subsidiaries party hereto (collectively, jointly and severally the Borrowers), promise to pay on the earlier of demand made in accordance with the terms of the Loan Documents (as defined herein) or October 31, 2012, to the order of PNC BANK, NATIONAL ASSOCIATION (the Lender), in lawful money of the United States of America in immediately available funds at the Payment Office of PNC Bank, National Association as the Agent for the Lenders (the Agent) at its offices located at Two Tower Center Boulevard, East Brunswick, New Jersey 08816, or at such other location as Lender may designate from time to time, the principal sum of FORTY MILLION DOLLARS ($40,000,000.00) (the Facility) or such lesser amount as may be advanced to or for the benefit of Borrowers hereunder, together with interest accruing on the outstanding

Contract (July 18th, 2008)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

Newmarket Technology – Contract (December 6th, 2007)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO NEWMARKET TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Secured Revolving Note (November 14th, 2007)

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement among the Companies and the Holder dated as of the date hereof (as amended, modified and/or supplemented from time to time, the Security Agreement).

Secured Revolving Note (November 7th, 2007)

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement among the Companies and the Holder dated as of the date hereof (as amended, modified and/or supplemented from time to time, the Security Agreement).

Z-Axis – Secured Revolving Note (September 4th, 2007)

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement among the Companies and the Holder dated as of the date hereof (as amended, modified and/or supplemented from time to time, the Security Agreement).

American Mold Guard, Inc. – Contract (July 25th, 2007)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMERICAN MOLD GUARD, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Amended and Restated Secured Revolving Note (October 5th, 2006)

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement between Borrower and the Holder dated as of May 27, 2004, as amended and restated as of October 4, 2006 (as further amended and restated, amended, modified and supplemented from time to time, the "Security Agreement"). This is the Revolving Note referred to in the Security Agreement, and all forms, terms and provisions thereof are expressly incorporated herein by reference

Jaclyn, Inc. – Second Restated Secured Revolving Note (September 26th, 2006)

This is the Revolving Note referred to in the Loan Agreement and is entitled to the benefit of all of the terms and conditions and the security of all of the security interests and liens granted by Borrower or any other person to Lender pursuant to the Loan Agreement or any other Loan Document. Upon the occurrence and during the continuance of any Event of Default, the entire unpaid principal amount owed Lender hereunder shall, at the option of Lender, become immediately due and payable without further notice or demand, all as provided in the Loan Agreement.

Reliant Home Warranty Corp – Contract (June 13th, 2006)

EXECUTION COPY -------------- THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RELIANT HOME WARRANTY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED REVOLVING NOTE FOR VALUE RECEIVED, RELIANT HOME WARRANTY CORPORATION, a Florida corporation (the "Company" or "Parent"), promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the "Holder") or its registered assigns or successors in interest,

Second Amended and Restated Secured Revolving Note (May 30th, 2006)

FOR VALUE RECEIVED, INTELLIGROUP, INC. and EMPOWER, INC. (collectively, jointly and severally the Borrower), with an address at 499 Thornall Street, Edison, New Jersey 08837 promise to pay on the earlier of demand made in accordance with the terms of the Loan Documents (as defined herein) or May 22, 2008, to the order of STEEL CITY CAPITAL FUNDING, a division of PNC BANK, NATIONAL ASSOCIATION (the Bank), in lawful money of the United States of America in immediately available funds at the Payment Office of PNC Bank, National Association as the Agent for the Lenders (the Agent) at its offices located as Two Tower Center Boulevard, East Brunswick, New Jersey 08816, or at such other location as Bank may designate from time to time, the principal sum of FIFTEEN MILLION ($15,000,000.00) DOLLARS (the Facility) or such lesser amount as may be advanced to or for the benefit of Borrower hereunder, together with interest accruing on the outstanding principal balance from the date hereof, as prov

Incentra Solutions – Contract (February 10th, 2006)

Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INCENTRA SOLUTIONS, INC. (F/K/A FRONT PORCH DIGITAL INC.) THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED REVOLVING NOTE FOR VALUE RECEIVED, each of INCENTRA SOLUTIONS, INC., a Nevada Corporation (the "PARENT"), and the other companies listed on EXHIBIT A attached hereto (such other companies together with the Parent, each a "COMPANY" and collectively, the "COMPANIES"), jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayma

Miscor Group – Contract (November 1st, 2005)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAGNETECH INTEGRATED SERVICES CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

Stonepath Group Inc – Contract (September 7th, 2005)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO STONEPATH GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Pacific Cma – Contract (August 4th, 2005)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PACIFIC CMA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED REVOLVING NOTE FOR VALUE RECEIVED, each of PACIFIC CMA, INC., a Delaware corporation (the "Parent"), and the other companies listed on Exhibit A attached hereto (such other companies together with the Parent, each a "Company" and collectively, the "Companies"), jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Stre

Contract (August 1st, 2005)

EXHIBIT 10.5 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO NATURADE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED REVOLVING NOTE FOR VALUE RECEIVED, each of NATURADE, INC., a Delaware corporation (the "PARENT"), and the other companies listed on Exhibit A attached hereto (such other companies together with the Parent, each a "COMPANY" and collectively, the "COMPANIES"), jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Ch

Metro One Development, Inc – Contract (July 20th, 2005)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ON THE GO HEALTHCARE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED REVOLVING NOTE FOR VALUE RECEIVED, ON THE GO HEALTHCARE, INC., a Delaware corporation (the "Borrower") promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the "Holder") or its registered assigns or successors in interest, on order, the sum of means Five Million Dollars

Riviera Tool – Contract (May 19th, 2005)

EXHIBIT 10.7 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RIVIERA TOOL COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED REVOLVING NOTE FOR VALUE RECEIVED, each of RIVIERA TOOL COMPANY, a Michigan corporation (the "COMPANY") promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the "HOLDER") or its registered assigns or successors in interest, the sum of Eight Million

Earthfirst Technologies Inc – Contract (April 6th, 2005)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EARTHFIRST TECHNOLOGIES, INCORPORATED THAT SUCH REGISTRATION IS NOT REQUIRED.

Farmstead Telephone Group – Contract (April 5th, 2005)

Exhibit 99.2 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO FARMSTEAD TELEPHONE GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED REVOLVING NOTE ---------------------- FOR VALUE RECEIVED, each of FARMSTEAD TELEPHONE GROUP, INC., a Delaware corporation (the "Parent"), and the other companies listed on Exhibit A attached hereto (such other companies together with the Parent, each a "Company" and collectively, the "Companies"), jointly and severally, promises to pay to LAURUS MASTER FUND, LTD

House Of Brussels Chocolates Inc – Contract (March 31st, 2005)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOUSE OF BRUSSELS CHOCOLATES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Creative Vistas Inc – Contract (February 2nd, 2005)

Exhibit 10.5 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CREATIVE VISTAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED REVOLVING NOTE FOR VALUE RECEIVED, CREATIVE VISTAS, INC., an Arizona corporation (the "BORROWER") promises to pay to LAURUS MASTER FUND, LTD., M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the "HOLDER") or its registered assigns, on order, the sum of Two Million Dollars ($2,000,000) wi

Osiris – Contract (November 15th, 2004)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THOMAS EQUIPMENT, INC. (F/K/A MAXIM MORTGAGE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED.

Creative Vistas Inc – Contract (October 6th, 2004)

Exhibit 10.5 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CREATIVE VISTAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED REVOLVING NOTE FOR VALUE RECEIVED, CREATIVE VISTAS, INC., an Arizona corporation (the "BORROWER") promises to pay to LAURUS MASTER FUND, LTD., M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the "HOLDER") or its registered assigns, on order, the sum of Two Million Dollars ($2,000,000) wi

Growlife, Inc. – Contract (October 5th, 2004)

EXHIBIT 10.7 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CATALYST LIGHTING GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED REVOLVING NOTE FOR VALUE RECEIVED, each of CATALYST LIGHTING GROUP, INC., a Delaware corporation ("COMPANY") and WHITCO COMPANY, LP, a Texas limited partnership ("Eligible Subsidiary" and together with Company, each a "BORROWER" and collectively the "BORROWERS"), jointly and severally promise to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limite

Contract (June 8th, 2004)

Exhibit 10.6 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GVI SECURITY SOLUTIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED REVOLVING NOTE FOR VALUE RECEIVED, GVI SECURITY SOLUTIONS, INC. a Delaware corporation (the "BORROWER") promises to pay to LAURUS MASTER FUND, LTD., c/o Ironshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands, Fax: 345-949-9877 (the "HOLDER") or its registered assigns, on order, the sum of Fiv

Prospect Medical Holdings, Incorporated – First Amendment to Amended and Restated Secured Revolving Note (May 27th, 2004)

This First Amendment to Amended and Restated Secured Revolving Note (Amendment) is entered into as of October 25, 2000, between Imperial Bank (the Bank) and Prospect Medical Holdings, Inc. (the Borrower).

Prospect Medical Holdings, Incorporated – Third Amendment to Amended and Restated Secured Revolving Note (May 27th, 2004)

This Third Amendment to Amended and Restated Secured Revolving Note (Amendment) is entered into as of October 25, 2000, between Comerica Bank-California, successor-by-merger to Imperial Bank (the Bank), and Prospect Medical Holdings, Inc. (the Borrower).

Prospect Medical Holdings, Incorporated – Fifth Amendment to Amended and Restated Secured Revolving Note (May 27th, 2004)

This Fifth Amendment to Amended and Restated Secured Revolving Note (Amendment) is entered into as of September 24, 2003, between Comerica Bank, successor-by-merger to Comerica Bank-California, successor-by-merger to Imperial Bank (the Bank), and Prospect Medical Holdings, Inc. (the Borrower).