REVOLVING CREDIT AGREEMENT

AGREEMENT (this “ Agreement ”) is made and entered into as of the 17th day of August, 2009, by and between GENERAL ENVIRONMENTAL MANAGEMENT, INC. , a Delaware corporation (the “ Lender ”), and MTS ACQUISITION COMPANY, INC. , a California corporation (the “ Borrower ”).

WHEREAS , the Borrower is, pursuant to the Purchase Agreement, acquiring all of the outstanding shares of capital stock of GEM Mobile Treatment Services, Inc., a California corporation (“ MTS ”), which is engaged in the business of mobile waste water treatment and vapor control services (the “ Business Operations ”); and

WHEREAS , simultaneously with the execution and delivery of this Agreement, the Lender and the Borrower are consummating the Acquisition and the other transactions contemplated by the Acquisition Documents, including but not limited to the issuance by the Borrower to the Lender of the Seller Note and the execution and delivery of the Collateral Agreement; and

WHEREAS , in order to provide funds for the Borrower’s ongoing working capital needs and other general corporate purposes, the Borrower has requested the Lender to extend to the Borrower a revolving credit facility on the terms and conditions of this Agreement; and

WHEREAS , the Lender is willing and able to provide such revolving credit facility to the Borrower on the terms and conditions of this Agreement;

NOW, THEREFORE , in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:

I.            DEFINITIONS

Section 1.01.  Defined Terms .  In addition to the other terms defined elsewhere in this Agreement, as used herein, the following terms shall have the following meanings:

“ Accounts ” shall mean “accounts” (as defined in the UCC) of the Borrower from time to time.

“ Account Debtor ” shall mean any Person who is obligated on an Account.

“ Acquisition ” shall mean the purchase by the Borrower from the Lender of all of the outstanding shares of capital stock of MTS pursuant to and in accordance with the Purchase Agreement, which shall be consummated on the Closing Date.

“ Acquisition Documents ” shall mean the collectively reference to the Purchase Agreement, the Seller Note, the Collateral Agreement, and all related agreements, instruments and other documents in respect of the Acquisition.

“ Advances ” shall mean the principal amounts loaned to the Borrower from time to time pursuant to Section 2.01 below.

“ Affiliate ” shall mean, with respect to any Person, any other Person in Control of, Controlled by, or under common Control with the first Person, and any other Person who has a substantial interest, direct or indirect, in the first Person or any of its Affiliates, including, without limitation, any officer or director of the first Person or any of its Affiliates; provided , however , that neither the Lender nor any of its Affiliates shall be deemed an “Affiliate” of the Borrower for any purposes of this Agreement.  For the purpose of this definition, a “substantial interest” shall mean the direct or indirect legal or beneficial ownership of more than ten (10%) percent of any class of stock or similar interest.

“ Agreement ” shall mean this Revolving Credit Agreement as it may from time to time be amended, modified and/or supplemented.

“ Applicable Law ” shall mean all applicable provisions of all (a) constitutions, statutes, ordinances, rules, regulations and orders of all governmental and/or quasi-governmental bodies, (b) Government Approvals, and (c) order, judgments and decrees of all courts and arbitrators.

“ Availability ” shall mean the amount (if any) by which, at the time of determination, (a) the Revolving Credit Commitment exceeds (b) the outstanding principal amount of Advances.

“ Balance Sheet ” shall have the meaning ascribed thereto in Section 3.01(d) below.

“ Borrowing Base ” shall mean an amount, determined in accordance with the most recent borrowing base report provided to the Lender under Section 5.04(e) hereof, equal to (a) eighty (80%) percent of Eligible Accounts, minus (b) such reserves as the Lender may establish from time to time in its Permitted Discretion (including, without limitation, to account for concentration and other risks of collection).  In the event that the Borrower has not timely delivered a current Borrowing Base report in accordance with Section 5.04(e) hereof, then the applicable Borrowing Base shall be such amount as is established by the Lender, until such time as the Borrower has delivered a current Borrowing Base report.

“ Borrowing Date ” means the Business Day on which the Lender makes an Advance hereunder.

“ Business Day ” shall mean a day other than (a) a Saturday, (b) a Sunday, or (c)  a day on which banking institutions in the State of California or the State of Florida are authorized or required by law or executive order to close.

“ Business Operations ” shall have the meaning ascribed thereto in the first “WHEREAS” paragraph above.

“ Capital Expenditures ” shall mean with respect to any Person, all expenditures of such Person for tangible assets which are capitalized, and the fair value of any tangible assets leased by such Person under any lease which would be a Capitalized Lease, determined in accordance with GAAP, including all amounts paid or accrued by such Person in connection with the purchase (whether on a cash or deferred payment basis) or lease (including Capitalized Lease Obligations) of any machinery, equipment, real property, improvements to real property (including leasehold improvements), or any other tangible asset of such Person which is required, in accordance with GAAP, to be treated as a fixed asset on the consolidated balance sheet of such Person.

“ Capitalized Lease ” shall mean any lease which is or should be capitalized on the balance sheet of the lessee thereunder in accordance with GAAP.

“ Capitalized Lease Obligation ” shall mean with respect to any Person, the amount of the liability which reflects the amount of future payments under all Capitalized Leases of such Person as at any date, determined in accordance with GAAP.

“ Cash Equivalents ” shall mean (a) marketable securities issued, or directly and fully guaranteed or insured, by the United States of America or any agency or instrumentality thereof provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve (12) months from the date of acquisition; (b) time deposits, demand deposits, certificates of deposit, acceptances or prime commercial paper issued by, or repurchase obligations for underlying securities of the types described in clause (a) entered into with any commercial bank having a short-term deposit rating of at least A-2 or the equivalent thereof by Standard & Poor’s Corporation or at least P-2 or the equivalent thereof by Moody’s Investors Service, Inc.; (c) commercial paper with a rating of A-I or A-2 or the equivalent thereof by Standard & Poor’s Corporation or P-1 or P-2 or the equivalent thereof by Moody’s Investors Service, Inc. and in each case maturing within twelve (12) months after the date of acquisition; (d) marketable direct obligations issued by any state in the United States or any agency or instrumentality thereof maturing within twelve (12) months from the date of acquisition thereof and, at the time of acquisition, have one of the two highest ratings generally obtainable from either Standard & Poor’s Corporation or Moody’s Investors Services, Inc.; (e) tax-exempt commercial paper of United States municipal, state or local governments rated at least A-2 or the equivalent thereof by Standard & Poor’s Corporation or at least P-2 or the equivalent thereof by Moody’s Investors Services, Inc. and maturing within twelve (12) months after the date of acquisition thereof; (f) any other items selected by the Borrower and approved by the Lender (which approval shall not be unreasonably withheld or delayed); or (g) any mutual fund or other pooled investment vehicle which invests principally in the foregoing obligations.

“ Closing Date ” shall mean the date on which the conditions precedent set forth in Article IV below are satisfied.

“ Code ” shall mean the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder, as in effect from time to time.

“ Collateral ” shall mean all collateral pledged by the Parent, the Borrower and/or any of the Subsidiaries as security for the payment and performance of the Obligations, whether pursuant to the Collateral Agreement or any other Security Document.

“ Collateral Agreement ” shall mean the Collateral Agreement, dated as of the Closing Date, by and between the Borrower and the Lender, as same may be amended, modified, supplemented and/or restated from time to time.

“ Confidential Information ” shall mean information that the Borrower furnishes to the Lender pursuant to any Loan Document, but does not include any such information once such information has become, or if such information is, generally available to the public or available to the Lender from a source other than the Borrower which is not, to the Lender’s knowledge, bound by any confidentiality agreement in respect thereof.

“ Contract ” shall mean any indenture, agreement (other than this Agreement), other contractual restriction, lease in which the Borrower or any Subsidiary is a lessor or lessee, license or instrument.

“ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.

“ Control Agreement ” shall mean, with respect to each bank account and/or securities account maintained by or in the name of the Borrower or any Subsidiary from time to time, an agreement executed and delivered by the Borrower (or the subject Subsidiary, as applicable) and the account intermediary, whereby the account intermediary acknowledges the Lender’s Lien on such account and all funds or property therein, and “control” (within the meaning of the UCC) over such account is established in favor of the Lender.

“ CVC ” shall mean CVC California, LLC, a Delaware limited liability company, which is the senior secured lender to the Lender.

“ Default ” shall mean any of the events specified in Article VII hereof, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“ Disclosure Schedule ” shall mean the disclosure schedule, dated the Closing Date, executed and delivered by the Borrower to the Lender, the section numbers of which correspond to the Section numbers of this Agreement.

“ Dollars ” or “ $ ” shall mean United States Dollars, lawful currency for the payment of public and private debts.

“ EBITDA ” shall mean, for the subject period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) Net Income, plus (b) Interest Expense deducted in the calculation of such Net Income, plus (c) all income taxes deducted in the calculation of such Net Income, plus (d) depreciation and amortization expense deducted in the calculation of such Net Income, plus (e) other non-cash charges and expenses deducted in the calculation of such Net Income, excluding accruals for cash expenses made in the ordinary course of business, minus (f) any and all dividends and distributions made by the Borrower to its members or shareholders (as applicable).

“ Eligible Account ” shall mean the face amount (exclusive of sales taxes, use taxes or other taxes) of each trade Account of the Borrower or any Subsidiary which is party to the Collateral Agreement for services rendered or goods and products sold in the ordinary course of the Business Operations (including prospective billing for goods or services rendered and billable to the customer but for which invoices have yet to be rendered, calculated on a proportionate basis relative to the total project in question) which the Lender, in its Permitted Discretion, deems to be an Eligible Account; provided , however , that an Account shall not be deemed an Eligible Account unless it meets all of the following conditions:

(a)           the subject services or products and goods have been rendered, shipped or delivered on an absolute sale basis to an Account Debtor which is not an Affiliate, vendor or supplier of the Borrower or a Subsidiary, with an invoice date contemporaneous with or within thirty (30) calendar days after the date of shipment or service, and which does not constitute a consignment sale, bill-and-hold sale, sale-and-return or other such arrangement and is not subject to any other repurchase, return or offset agreement binding upon the Borrower or any Subsidiary; the subject services or products and goods have been rendered, shipped and delivered (or shipped f.o.b.) to such Account Debtor on an open account basis (or with payment guaranteed by a domestic letter of credit, drawn on or by a domestic financial institution, acceptable to the Lender in all respects), and no part of the subject services, products or goods has been returned, rejected, lost or damaged; the Account is not evidenced by chattel paper or an instrument of any kind; and such Account Debtor, unless pre-approved in writing by the Lender, is not insolvent or the subject of any bankruptcy or insolvency proceeding of any kind in any jurisdiction;

(b)           it is a valid, legally enforceable obligation of the Account Debtor thereunder payable in Dollars and is not subject to any recoupment, offset or other defense or any discount or chargeback on the part of such Account Debtor (provided that prompt payment discounts granted in the ordinary course of business shall not cause an Account to be disqualified hereunder, so long as only the discounted amount of such Account, if not otherwise disqualified, is included in the calculation of the Borrowing Base) or to any claim on the part of such Account Debtor denying liability thereunder (provided that the undisputed portion may be considered to be an Eligible Account);

(c)           it is subject to no Lien whatsoever, except for the Lien of the Lender;

(d)           such Account has not remained unpaid in whole or in part for a period exceeding sixty (60) days after the date of the original invoice;

(e)           it does not arise out of a transaction (whether direct or indirect) with an employee, officer, agent, director or Affiliate of the Borrower or a Subsidiary, or with any entity controlled by any employee, officer, agent or director of the Borrower or a Subsidiary;

(f)           it is not subject to any contract retainage or other withholding of any portion of payments on amounts invoiced, whether to secure the Borrower’s or Subsidiary’s performance or otherwise;

(g)           it does not represent the unpaid portion of an Account any portion of which was previously paid or agreed to be paid through the issuance or delivery of equity securities or other non-cash consideration;

(h)           if the Account Debtor is the United States, any State, or any department, agency or instrumentality thereof, the Borrower or Subsidiary has duly assigned its rights to payment of such Account to the Lender pursuant to the federal Assignment of Claims Act and any comparable state statutes;

(i)           the Lender has a perfected first priority Lien on such Account;

(j)           such Account is not payable by any person other than the Account Debtor (such as a beneficiary, recipient or subscriber individually), provided that the portion thereof which is payable by the Account Debtor may be considered to be an Eligible Account;

(k)           at least eighty (80%) percent of the total Accounts owed by such Account Debtor and/or its Affiliates to the Borrower and its Subsidiaries constitute Eligible Accounts;

(l)           the total Accounts owed by the subject Account Debtor and/or its Affiliates constitute less than thirty (30%) percent of the net collectible dollar value of all Eligible Accounts (provided that only the excess shall be disqualified under this clause (l), unless the Lender has otherwise consented in writing to the inclusion of all or any portion of such excess);

(m)           such Account is payable solely to the Borrower or a Subsidiary which is party to the Collateral Agreement; and

(n)           it is not otherwise determined by the Lender, in the Lender’s Permitted Discretion, to be difficult to collect, uncollectible or otherwise unacceptable for any reason.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as in effect from time to time.

“ ERISA Affiliate ” shall mean, with respect to any Person, any other Person which is under common control with the first Person within the meaning of Section 414(b) or 414(c) of the Code; provided , however , that with respect to the Borrower, no Person which is an Affiliate of the Lender (other than the Borrower and its Subsidiaries) shall be deemed an ERISA Affiliate for purposes of this Agreement

“ Event of Default ” shall mean any of the events specified in Article VII hereof, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“ Fiscal Year ” shall mean the fiscal year of the Borrower which ends on December 31 of each year.

““ GAAP ” shall mean generally accepted accounting principles in the United States of America, consistently applied, unless the context otherwise requires, with respect to any financial terms contained herein, as then in effect with respect to the preparation of financial statements.

“ Government Approval ” shall mean an authorization, consent, non-action, approval, license or exemption of, registration or filing with, or report to, any governmental or quasi-governmental department, agency, body or other unit.

“ Guaranty ”, “ Guaranteed ” or to “ Guarantee ”, as applied to any Indebtedness, liability or other obligation, shall mean (a) a guaranty, directly or indirectly, in any manner, including by way of endorsement (other than endorsements of negotiable instruments for collection in the ordinary course of business), of any part or all of such obligation, and (b) an agreement, contingent or otherwise, and whether or not constituting a guaranty, assuring, or intended to assure, the payment or performance (or payment of damages in the event of non-performance) of any part or all of such obligation by any means (including, without limitation, the purchase of securities or obligations, the purchase or sale of property or services, or the supplying of funds).

“ Indebtedness ” shall mean (without duplication), with respect to any Person, (a) all obligations or liabilities, contingent or otherwise, for borrowed money, (b) any and all obligations represented by promissory notes, bonds, debentures or the like, or on which interest charges are customarily paid, (c) any liability secured by any mortgage, pledge, lien or security interest on property owned or acquired, whether or not such liability shall have been assumed, (d) obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade payables and accrued obligations incurred in the ordinary course of business), (f) any obligations (contingent or otherwise) of such Person as an account party or applicant in respect of letters of credit and/or bankers’ acceptances, and (g) Guarantees, endorsements (other than for collection in the ordinary course of business) and other contingent obligations in respect of the obligations of others.

“ Interest Expense ” shall mean, for the relevant period, interest expense (including interest attributable to Capitalized Leases in accordance with GAAP) and fees with respect to outstanding Indebtedness.

“ Investment ”, as applied to the Borrower or any Subsidiary, shall mean: (a) any shares of capital stock, evidence of Indebtedness or other security issued by any other Person to the Borrower or any Subsidiary, (b) any loan, advance or extension of credit to, or contribution to the capital of, any other Person, other than credit terms extended to customers in the ordinary course of business, (c) any other investment by the Borrower or any Subsidiary in any assets or securities of any other Person, and (d) any commitment to make any Investment.

“ Knowledge” or “Known” or words of similar import shall mean, with respect to the Borrower and/or any Subsidiary, the actual knowledge of either or both of the Principals after reasonable inquiry of the appropriate employees of the Borrower.

“ Landlord Waiver ” shall mean a landlord waiver, subordination and/or access agreement, in form and substance reasonably satisfactory to the Lender, executed in favor of the Lender by the landlord of a Real Property which is leased by the Borrower or a Subsidiary as lessee.

“ Lien ”, as applied to the property or assets (or the income or profits therefrom) of the Borrower or any Subsidiary, shall mean (in each case, whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise): (a) any mortgage, lien, pledge, hypothecation, attachment, assignment, deposit arrangement, encumbrance, charge, lease constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security interest or encumbrance of any kind in respect of any property (including, without limitation, stock of any Subsidiary) of the Borrower or any Subsidiary, or upon the income or profits therefrom; (b) any arrangement under which any property of the Borrower or any Subsidiary is transferred, sequestered or otherwise identified for the purpose of subjecting or making available the same for the payment of Indebtedness or the performance of any other liability in priority to the payment of the general, unsecured creditors of the Borrower or any Subsidiary; (c) any Indebtedness or liability which remains unpaid after the same shall become due and payable and which, if unpaid, by law or otherwise is given any priority whatsoever over the general unsecured creditors of the Borrower or any Subsidiary; and (d) any agreement (other than this Agreement) or other arrangement which, directly or indirectly, prohibits the Borrower or any Subsidiary from creating or incurring any lien on any of its properties or assets or which conditions the ability to do so on the security, on a pro rata or other basis, of Indebtedness other than Indebtedness outstanding under this Agreement.

“ Loan Documents ” shall mean the collective reference to this Agreement, the Revolving Credit Note, the Security Documents, and any and all other agreements, instruments, certificates and other documents as may be executed and delivered by the Borrower and/or any of the Subsidiaries from time to time pursuant hereto or thereto.

“ Material Adverse Effect ” shall mean any event, act, omission, condition or circumstance which has or would reasonably be expected to have a material adverse effect on (a) the business, operations, properties, assets or condition, financial or otherwise, of the Borrower or the Borrower and the Subsidiaries, taken as a whole, (b) the ability of the Borrower or any Subsidiary to perform any of its obligations under the Seller Note and/or any of the Loan Documents, or (c) the validity or enforceability of, or the Lender’s rights and remedies under, the Seller Note and/or any of the Loan Documents, other than due to the acts or omissions of the Lender or one of its Affiliates.

“ Maturity Date ” shall mean December 31, 2010.

“ Maximum Revolver Amount ” shall mean $700,000.

“ Merger ” shall mean the statutory merger under California law of the Borrower with and into MTS, which is to occur on the Closing Date.

“ MTS ” has the meaning ascribed thereto in the first “WHEREAS” paragraph above.

“ MTS Business ” shall mean the business heretofore conducted by MTS.

“ Net Income ” shall mean the consolidated net income (or loss) of the Borrower and its Subsidiaries for the period in question, after giving effect to deduction of or provision for all operating expenses, all taxes and reserves (including reserves for deferred taxes) and all other proper deductions, all determined in accordance with GAAP; provided , however , that for purposes of calculating Net Income, there shall be excluded and no effect shall be given to (a) any restoration of any contingency reserve, except to the extent that provision for such reserve was made out of income for the subject period, and (b) any Net Income attributable to any Subsidiary to the extent that the Borrower is prohibited (by law, by Contract, minority ownership rights or otherwise) from receiving a distribution of such Net Income from such Subsidiary.

“ Obligations ” shall mean the collective reference to all Indebtedness and other liabilities and obligations of every kind and description owed by the Borrower and/or any of its Subsidiaries to the Lender from time to time under or pursuant to this Agreement, the Revolving Credit Note, the Security Documents, [the Validity Guaranties] and the other Loan Documents, however evidenced, created or incurred, fixed or contingent, now or hereafter existing, due or to become due.

“ Obligor ” shall mean the collective reference to the Borrower, the Parent, each Subsidiary Guarantying (or required to Guaranty) the Obligations from time to time, and each other Person which may be a guarantor of the Obligations from time to time.

“ Organic Documents ” shall mean the certificate of incorporation, articles of incorporation, certificate of formation, certificate of limited partnership, by-laws, operating agreement, limited partnership agreement or other such document of any Person.

“ Parent ” shall mean Back Nine LLC, a California limited liability company.

“ Parent Guaranty ” shall mean the Guaranty, dated the Closing Date (and as same may be amended, modified, supplemented and/or restated from time to time), pursuant to which the Parent is guaranteeing the full and timely payment and performance of the Obligations and the Seller Note.

“ Permitted Discretion ” shall mean a determination or judgment made by the Lender in good faith in the exercise of reasonable business judgment from the perspective of a secured lender.

“ Permitted Liens ” shall mean those Liens expressly permitted pursuant to Section 6.02 below.

“ Person ” shall mean any individual, partnership, corporation, limited liability company, banking association, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“ Principals ” shall mean Paul Anderson and John Beale.

“ Principals Guaranty ” shall mean the Guaranty, dated the Closing Date (and as same may be amended, modified, supplemented and/or restated from time to time), pursuant to which the Principals shall jointly and severally guaranty the full and timely payment of any and all Advances at any time outstanding in excess of $500,000.

“ Purchase Agreement ” shall mean Stock Purchase Agreement of even date herewith by and among the Borrower, General Environmental Management, Inc. (a Nevada corporation), the Lender and MTS.

“ Real Properties ” shall mean, collectively, any real properties (land, buildings and/or improvements) now owned or leased or occupied by the Borrower or any of the Subsidiaries, and, during the period of the Borrower’s and/or Subsidiary’s occupancy thereof, any other real properties heretofore owned or leased by the Borrower or any Subsidiary (provided that, with respect to leased properties, the “Real Property” shall refer only to the portion of the subject property (excluding common areas) leased by the Borrower or a Subsidiary).

“ Revolving Credit Commitment ” shall mean the Lender’s agreement to make Advances to the Borrower within the limitations set forth in Section 2.01 below.

“ Revolving Credit Note ” shall mean the promissory note of the Borrower issued to the Lender to represent the Advances and interest thereon, as described in Section 2.01(f) below.

 “ Sale ” shall mean any transaction or series of related transactions (a) whereby the Principals and/or their Affiliates shall cease to own (beneficially and of record) a majority of the membership interests or outstanding capital stock of the Parent, or shall cease to have the right to elect the manager if the Parent is managed by a sole manager or a majority of the managers if the Parent is managed by multiple managers (or, if applicable at any time, a majority of the directors of the Parent), (b) whereby the Parent ceases to own (beneficially and of record) all of the outstanding capital stock of the Borrower, or shall cease to have the right to elect all of the directors of the Borrower; (c) in which the Borrower is a constituent party to any merger or consolidation (other than the Merger) and, as a result thereof, the Borrower is not the surviving entity, or (d) whereby all or substantially all of the assets of the Borrower or the Parent are sold, assigned or transferred.

“ Security Documents ” shall mean the Collateral Agreement, any collateral assignments, control agreements, financing statements or other such agreements or documents pursuant thereto, the Parent Guaranty, the Principals Guaranty, any Guaranties contemplated by Section 5.11 below, and any other agreements or instruments securing or creating or evidencing Liens securing the Obligations.

“ Seller Note ” shall mean the Purchase Money Note, dated the Closing Date, in the principal amount of $5,600,000 being issued by the Borrower to the Lender, representing the purchase price (exclusive of assumed liabilities) for the MTS Business.

“ Subordinated Debt ” shall mean all Indebtedness for money borrowed and other liabilities of the Borrower or any Subsidiary, whether or not evidenced by promissory notes, which is contractually subordinated in right of payment, in a manner satisfactory to the Lender (as evidenced by the Lender’s prior written approval thereof), to all Obligations of the Borrower and its Subsidiaries to the Lender.

“ Subsidiary ” or “ Subsidiaries ” shall mean the individual or collective reference to any corporation, limited liability company or other entity of which 50% or more of the outstanding shares of stock or other equity interests of each class having ordinary voting power and/or rights to profits (other than stock having such power only by reason of the happening of a contingency) is at the time owned by the Borrower, directly or indirectly through one or more Subsidiaries of the Borrower.

“ UCC ” shall mean the Uniform Commercial Code as in effect in the State of New York on the date hereof and hereafter from time to time, provided that, to the extent that the Uniform Commercial Code as in effect in any other jurisdiction is required to govern the perfection of any Liens, the Uniform Commercial Code as in effect in such jurisdiction shall be governing for such purpose.

“ Wholly-Owned Subsidiary ” shall mean each Subsidiary (a) which is incorporated under the laws of any state or commonwealth of the United States or the District of Columbia, and (b) of which all of the outstanding equity securities (other than directors’ qualifying shares) are owned by the Borrower or another such Wholly-Owned Subsidiary.

Section 1.02.  Use of Defined Terms .  All terms defined in this Agreement shall have their defined meanings when used in the Revolving Credit Note , the Security Documents, the other Loan Documents, and all certificates, reports or other documents made or delivered pursuant to his Agreement, unless otherwise defined therein or unless the specific context shall otherwise require.

Section 1.03.  Accounting Terms .  All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

Section 1.04.  Other Definitional Provisions .  The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.  The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified.

II.            GENERAL TERMS

Section 2.01.  Revolving Credit Loans .

(a)           Subject at all times to all of the terms and conditions of this Agreement, the Lender hereby agrees to extend to the Borrower a secured revolving credit facility, from the Closing Date to the Maturity Date, in an aggregate principal amount not to exceed, at any time outstanding, the lesser of (i) the Borrowing Base at the subject time, or (ii) the Maximum Revolver Amount (the “ Revolving Credit Commitment ”).

(b)           Such revolving credit loans are herein sometimes referred to individually as an “ Advance ” and collectively as the “ Advances .”  Subject at all times to all of the terms and conditions of this Agreement, from the Closing Date to the Maturity Date and within the limits of the Revolving Credit Commitment, the Lender shall lend, and the Borrower may borrow, prepay (without premium or penalty) and reborrow under this Section 2.01.  Each request for an Advance (i) shall be irrevocable, (ii) shall be deemed to constitute an express affirmation that all conditions precedent set forth in Section 4A below (with respect to the initial Advance) and in Section 4B below (with respect to subsequent Advances) are satisfied on the date of such request and will be satisfied on the requested Borrowing Date, and (iii) shall be made to the Lender in writing, not later than two (2) Business Days prior to the requested Borrowing Date, by an authorized officer of the Borrower or by telephonic communication by such authorized officer to the Lender, which shall be confirmed by written notice to the Lender to be delivered to the Lender by the Business Day next following the subject request.  In no event shall the Borrower request, or shall the Lender be required to honor, (A) any request for an Advance in an amount greater than the Availability at such time, (B) any request for an Advance in an amount less than $50,000, or an amount which is not a whole integral multiple of $50,000, or (C) more than one request for the borrowing of Advances in any seven (7) calendar day period.

(c)           The Borrower shall pay the Lender interest on all Revolving Credit Advances at the rate(s) per annum as in effect from time to time in accordance with the Revolving Credit Note.  Such interest shall be payable monthly in arrears on the first day of each calendar month commencing September 1, 2009 and on the Maturity Date or earlier termination of the Revolving Credit Commitment, and shall be computed on the daily unpaid balance of all Advances made under the Borrower’s revolving credit loan accounts with the Lender, based on a three hundred sixty (360) day year, counting the actual number of days elapsed.  The Borrower hereby authorizes the Lender to charge the Borrower’s revolving credit loan accounts for all such interest; provided , however , that the Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time such interest is due and payable).

(d)           In the event and to the extent that, at any time, the outstanding principal amount of Advances exceeds the Revolving Credit Commitment then in effect, then the Borrower shall immediately, without notice or demand, make a payment to the Lender in respect of the Advances in an amount sufficient to cause the outstanding principal amount of Advances to be equal to or less than the Revolving Credit Commitment then in effect.

(e)           Unless sooner due and payable by reason of an Event of Default hereunder or a Sale having occurred, the Borrower shall pay in full all of the Obligations to the Lender on or prior to the Maturity Date.

(f)           The Borrower may, at its option, terminate the Revolving Credit Commitment at any time upon five (5) Business Days’ prior written notice, and paying to the Lender, on the date fixed for termination, an amount equal to all outstanding principal and accrued interest.  In addition, the Borrower may, at its option, at any time and from time to time, permanently reduce the Maximum Revolver Amount at any time upon five (5) Business Days’ prior written notice (which notice shall state the reduced Maximum Revolver Amount and shall be irrevocable), and if such reduction would cause the outstanding Advances to exceed the Revolving Credit Commitment at such time, then the Borrower shall, simultaneously with such reduction of the Maximum Revolver Amount, make a payment to the Lender in accordance with Section 2.01(d) above.

(g)           All Advances shall be evidenced by a secured Revolving Credit Note of the Borrower payable to the order of the Lender.

Section 2.02.  Payment Times .  Payments received in respect of the Obligations after 12:00 Noon on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes.

Section 2.03.  Use of Proceeds .  The Borrower shall utilize the proceeds of the Advances solely for working capital and other general business purposes of the Borrower.

Section 2.04.  Further Obligations .  With respect to all Obligations for which the interest rate is not otherwise specified herein (whether such Obligations arise hereunder, pursuant to the Revolving Credit Note or Security Documents, or otherwise), such Obligations shall bear interest from the due date thereof until the date paid at the rate(s) in effect from time to time pursuant to the Revolving Credit Note, and shall be payable on demand.

Section 2.05.  Application of Payments .  All amounts paid to or received by the Lender in respect of the Obligations from whatever source (whether from the Borrower or any Subsidiary, under the Parent Guaranty, from any realization upon any Collateral, or otherwise) shall, unless otherwise directed by the Borrower with respect to any particular payment (unless an Event of Default shall then be continuing, in which event the Lender may disregard the Borrower’s direction), be applied (a) first, to reimburse the Lender for all out-of-pocket costs and expenses incurred by the Lender which are reimbursable to the Lender in accordance with this Agreement, the Revolving Credit Note and/or any of the other Loan Documents, (b) next, to unpaid accrued interest on the Advances, (c) next, to the outstanding principal of the Advances, and (d) finally, to the payment of any other outstanding Obligations; and after payment in full of the Obligations, any further amounts paid to or received by the Lender in respect of the Obligations shall be paid over to the Borrower or such other Person(s) as may be legally entitled thereto.

Section 2.06.  Sale .  Anything elsewhere contained in this Agreement and/or the Revolving Credit Note to the contrary notwithstanding, the Revolving Credit Commitment shall terminate and all Obligations shall become immediately due and payable, and shall be paid, without requirement of notice or demand, simultaneously with the consummation of any Sale.

Section 2.07.  Obligations Unconditional .

(a)           The payment and performance of all Obligations shall constitute the absolute and unconditional obligations of the Borrower, and shall be independent of any defense or rights of set-off, recoupment or counterclaim which the Borrower might otherwise have against the Lender.  All payments required by this Agreement and/or the other Loan Documents shall be paid free of any deductions or withholdings for any taxes or other amounts and without abatement, diminution or set-off.  If the Borrower is required by law to make such a deduction or withholding from a payment hereunder due to any reason other than an act or omission of the Lender, the Borrower shall pay to the Lender such additional amount as is necessary to ensure that, after the making of such deduction or withholding, the Lender receives (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.  The Borrower shall (i) pay the full amount of any deduction or withholding, which it is required to make by-law, to the relevant authority within the payment period set by the relevant law, and (ii) promptly after any such payment, deliver to the Lender an original (or certified copy) official receipt issued by the relevant authority in respect of the amount withheld or deducted or, if the relevant authority does not issue such official receipts, such other evidence of payment of the amount withheld or deducted as is reasonably acceptable to the Lender.

(b)           If, at any time and from time to time after the Closing Date, (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or application thereof, or (iii) compliance by the Lender with any request or directive (whether or not having the force of law) from any governmental authority (A) subjects the Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever with respect to any Loan Document, or changes the basis of taxation of payments to the Lender of any amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of the Lender or its members), or (B) imposes on the Lender any other condition or increased cost in connection with the transactions contemplated thereby or participations therein, and the result of any of the foregoing is to increase the cost to the Lender of making or continuing any Loan or to reduce any amount receivable hereunder, then, in any such case, the Borrower shall promptly pay to the Lender any additional amounts necessary to compensate the Lender, on an after-tax basis, for such additional cost or reduced amount as determined by the Lender.  If the Lender becomes entitled to claim any additional amounts pursuant to this Section 2.07(b), the Lender shall promptly notify the Borrower of the event by reason of which the Lender has become so entitled, and each such notice of additional amounts payable pursuant to this Section 2.07(b) submitted by the Lender to the Borrower shall, absent manifest error or intentional misrepresentation, be final, conclusive and binding for all purposes.

Section 2.08.  Reversal of Payments .  To the extent that any payment or payments made to or received by the Lender pursuant to this Agreement or any other Loan Document are subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid to any trustee, receiver or other person under any state or federal bankruptcy or other such law, then, to the extent thereof, such amounts shall be revived as Obligations and continue in full force and effect hereunder as if such payment or payments had not been received by the Lender.

III.            REPRESENTATIONS AND WARRANTIES

As of the Closing Date (both before and after giving effect to the consummation of the Acquisition) and on each Borrowing Date (unless the representation and warranty refers to a specific date), the Borrower hereby makes the following representations and warranties to the Lender, all of which representations and warranties shall survive the Closing Date, the delivery of the Revolving Credit Note and the making of the Advances, shall be continuing in nature so long as any Obligations (exclusive of indemnification obligations for which no claims have been asserted) are outstanding or the Revolving Credit Commitment remains in effect, and are as follows:

Section 3.01.  Financial Matters .

(a)           Immediately prior to the consummation of the Acquisition and the Merger, the Borrower has no material assets or liabilities.  As part of the Acquisition, the Borrower is acquiring all of the issued and outstanding shares of capital stock of MTS.

(b)           The Parent has title to those assets described in Schedule 6.02 of the Disclosure Schedule, subject only to those Liens thereon expressly permitted by this Agreement.

(c)           The Borrower has in place adequate systems of internal controls sufficient to enable the Borrower and its management to obtain timely and accurate information regarding the Business Operations and all material transactions relating to the Borrower and the Subsidiaries, and no material deficiency exists with respect to the Borrower’s systems of internal controls.

(d)            Schedule 3.01(d) of the Disclosure Schedule sets forth a pro forma balance sheet of the MTS Business as of July 31, 2009 giving pro forma effect to the consummation of the transactions contemplated by the Acquisition Documents and the Merger (the “ Balance Sheet ”).  Such pro forma balance sheet is true and accurate in all material respects (subject to non-material adjustments for transactions in the Business Operations subsequent to July 31, 2009).

Section 3.02.  Organization; Corporate Existence .

(a)           The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of California, (ii) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is qualified to do business as a foreign corporation in each jurisdiction in which the failure of the Borrower to be so qualified would have a Material Adverse Effect, and (iv) has all requisite power and authority to execute and deliver, and perform all of its obligations under, the Acquisition Documents and the Loan Documents to which it is a party.  True and complete copies of the Organic Documents of the Borrower, together with all amendments thereto, have been furnished to the Lender.

(b)           On the date of this Agreement, the outstanding membership interests of the Parent, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire any membership interest in the Parent, and the record and beneficial owners thereof, are as set forth in Schedule 3.02 of the Disclosure Schedule.  After giving effect to the consummation of the Acquisition and the Merger, and at all times thereafter, the Parent shall be the sole shareholder of MTS (which shall succeed to the rights and obligations of the Borrower hereunder, under the other Loan Documents) and under the Seller Note), and there are and will be no outstanding options, warrants, convertible securities, subscriptions or other rights to acquire any capital stock of the Borrower (or, following the Merger, MTS).

(c)           As of the Closing Date, after giving effect to the Merger, the Borrower has no Subsidiaries.

Section 3.03.  Authorization .

(a)           The execution, delivery and performance by the Borrower and the Subsidiaries of their respective obligations under the Loan Documents have been duly authorized by all requisite corporate and other action and will not, either prior to or as a result of the consummation of the transactions contemplated by this Agreement: (i) violate any provision of Applicable Law, any order of any court or other agency of government, any provision of the Organic Documents of the Borrower or any of the Subsidiaries, or any Contract, indenture, agreement or other instrument to which the Borrower or any of the Subsidiaries is a party, or by which the Borrower, any of the Subsidiaries or any of their respective assets or properties are bound, or (ii) be in conflict with, result in a breach of, or constitute (after the giving of notice or lapse of time or both) a default under, or, except as may be provided in the Loan Documents or as disclosed in Schedule 3.03 of the Disclosure Schedule, result in the creation or imposition of any Lien of any nature whatsoever upon any of the property or assets of the Borrower or any of the Subsidiaries pursuant to, any such Contract, indenture, agreement or other instrument.

(b)           Neither the Borrower nor any of the Subsidiaries is required to obtain any Government Approval, consent or authorization from, or to file any declaration or statement with, any governmental instrumentality or agency or any third party in connection with or as a condition to the execution, delivery or performance of any of the Loan Documents, or for the execution and delivery of, and the consummation of the transactions contemplated by, the Acquisition Documents, except for any such Government Approvals, consents or authorizations which have been obtained and any such declarations or statements which have been filed.

Section 3.04.  Litigation .  There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending or, to the Knowledge of the Borrower, threatened against or affecting the Borrower or any of the Subsidiaries or any of their respective assets, which, if adversely determined, would have a Material Adverse Effect.  The Borrower has no Knowledge of any state of facts, events, conditions or circumstances which would properly constitute grounds for or the basis of any meritorious suit, action, arbitration, proceeding or investigation (including, without limitation, any unfair labor practice charges, interference with union organizing activities, or other labor or employment claims) against or with respect to the Borrower or any Subsidiary.

Section 3.05.  Material Contracts .  Except as disclosed on Schedule 3.05 of the Disclosure Schedule, neither the Borrower nor any of the Subsidiaries is (a) a party to any Contract, agreement or instrument or subject to any charter or other corporate or organizational restriction which has had or could reasonably be expected to have a Material Adverse Effect, (b) subject to any liability or obligation under or relating to any collective bargaining agreement, or (c) in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Contract, agreement or instrument to which it is a party or by which any of its assets or properties is bound, which default, individually or in the aggregate, would have or could reasonably be expected to have a Material Adverse Effect.

Section 3.06.  Title to Properties .  The Borrower and each of the Subsidiaries has good title to all of its properties and assets, free and clear of all mortgages, security interests, restrictions, encumbrances or other Liens of any kind, except for restrictions on the nature of use thereof imposed by Applicable Law, and except for: (a) Permitted Liens, none of which materially interfere with the use and enjoyment of such properties and assets in the normal course of the Business Operations as presently conducted, or materially impair the value of such properties and assets for the purpose of such business; (b) Liens set forth on Schedule 6.02 of the Disclosure Schedule; and (c) Liens in favor of the Lender.

Section 3.07.  Real Property .   Schedule 3.07 of the Disclosure Schedule sets forth a correct and complete list of all Real Properties owned, leased or occupied by the Borrower and/or any of the Subsidiaries, and indicates which Real Properties are owned and which Real Properties are leased.  The Borrower has good and marketable title to all owned Real Properties, free and clear