REVOLVING LOAN AGREEMENT

(a)

“ Accredited Investor ” means an accredited investor as that term is defined by Regulation D promulgated under the Securities Act;

(b)

“ Advance ” means an advance or readvance on account of the Loan, as the context requires;

(c)

“ Advance Date ” means the date set out in an Advance Request as the date on which the Borrower requests an Advance in the amount described therein be made to it and being a date not less than 5 Business Days after the date on which the Lender receives that Advance Request;

(d)

“ Advance Request ” means a written request by the Borrower in the form attached hereto as Schedule A that an Advance be made to it in the amount and on the Advance Date set forth therein,;

(e)

“ Affiliate ” has the meaning give to it in the Securities Act;

(f)

“ Agreement ” and “ this Agreement ” means this agreement and all schedules hereto as the same may be amended, modified, replaced or restated from time to time;

(g)

“ Borrower’s Indebtedness ” means all present and future indebtedness and liability, direct and indirect, of the Borrower to the Lender arising under and pursuant to the Loan Documents (including, without limitation, at any point in time the principal amount outstanding under the Loan, all unpaid accrued interest thereon, liquidated damages, and all fees and costs and expenses then payable in connection therewith);

(h)

“ Business Day ” means any day, other than a Saturday or a Sunday, on which commercial banks in California are required to be open for business;

(i)

“ Common Shares ” means fully paid non assessable common shares par value $0.0001 in the capital of the Borrower;

(j)

“ Conditions Precedent ” means the conditions precedent described in Article 10 hereof;

(k)

“ Conversion ” means the right of the Lender to convert any portion of the outstanding Loan and Interest accrued as set out in section 8;

(l)

“ Event of Default ” means any of the events specified in Section 14, and “ Default ” mean any of such events, whether or not any such requirement has been satisfied;

(m)

“ First Advance” means the amount of US$700,000;

(n)

“ First Advance Date ” means the date the first Advance is advanced by the Lender to the Borrower;

(o)

“ GAAP ” means United States generally accepted accounting principles, as applied on a consistent basis;

(p)

“ Interest Payment Date ” means the last day of each calendar quarter, commencing the last day of April, 2009;

(q)

“ Interest Rate ” means nine percent (9 %) per annum calculated as herein provided;

(r)

“ Lien ” means, with respect to any Person, any mortgage, lien, pledge, hypothecation, charge(whether fixed or floating), security interest (including, without limitation, any assignment, notice or security interest filed pursuant to applicable federal, state or other laws) or other encumbrance, or any interest or title of any vendor, lessor, or lender to or other secured party of such Person under any conditional sale or other title retention agreement, upon or with respect to any property, asset or undertaking of such Person, including any agreement to create any of the foregoing, and whether arising under any statute, law, contract or otherwise;

(s)

“ Loan ” means the revolving loan facility not exceeding US$1,000,000 established by the Lender in favour of the Borrower pursuant to this Agreement;

(t)

“ Loan Documents ” means this Agreement, the Pari Passu Agreement and the Security Documents;

(u)

“ material adverse effect ” in respect of the Borrower means a material adverse effect on:

(i)

the business, operations, affairs, financial condition, property, assets or undertakings of the Borrower, or

(ii)

the validity, priority or enforceability of any Loan Document to which that Borrower is a party or by which any of its property, assets and undertakings are bound;

(v)

“ material ” means, in respect of the Borrower, material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Borrower;

(w)

“ Maturity Date ” has the meaning set out in Section 4 of this Agreement;

(x)

“Pari Passu Agreement” means the agreement among the Borrower, the Lender and the Prior Revolving Loan Lenders whereby the Prior Revolving Loan is equal to and pari passu with the Loan in priority over the assets of the Borrower;

(y)

“ Person ” means and includes an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof;

(z)

“ Priority Claim ” means a claim of a Person pursuant to a Lien which, in the opinion of the Lender or its solicitors, acting reasonably, ranks or could rank pari passu with or in priority to any Lien that the Lender may have pursuant to the Security Documents;

(aa)

“ Prior Factor ” means a Person in the business of factoring accounts receivable who is approved by the Lender for the purpose of financing the Borrower’s accounts receivable in whole or in part; such approval not to be unreasonably or arbitrarily withheld;

(bb)

“ Prior Factor’s Loan ” means the loan made by the Prior Factor to the Borrower for the purposes of factoring the Borrower’s accounts receivables in whole or in part;

(cc)

“ Prior Factor’s Lien ” means the Lien in favour of the Prior Factor over the Borrower’s accounts receivable which have been assigned to the Prior Factor for the repayment of the Prior Factor’s Loan and interest;

(dd)

“ Prior Permitted Liens ” means:

(i)

the Prior Factor’s Lien;

(ii)

Liens in favour of the Prior Revolving Loan Lenders;

(iii)

any other Lien from time to time agreed to as such by the Lender in writing;

(iv)

Liens incidental to the conduct of Borrower’s business as the ownership of its property; and

(v)

Liens granted to factors over specific accounts receivable which the said factor is collecting on behalf of the Company.

(ee)

“Prior Revolving Loan” means the Revolving Loan Agreement dated March 4, 2008 for the principal amount of US$750,000;

(ff)

“Prior Revolving Loan Lenders” means Sinecure Holdings Ltd. and Capella Investments Inc.;

(gg)

“ Securities ” means the Warrants and the Common Shares

(hh)

“ Securities Act ” means the United States Securities Act of 1933, as amended or replaced from time to time;

(ii)

“ Security Documents ” means the security documents set out in Section 13 to this Agreement and any other security document(s) from time to time taken by the Lender from the Borrower or any other Person as security for the payment, observance and performance of the Borrower’s Indebtedness in whole or in part;

(jj)

“ Subsidiary ” has the meaning give to it in the Securities Act;

(kk)

“UCC” shall mean the Uniform Commercial Code as in effect in the applicable jurisdiction;

(ll)

“Units” means the unit of one Common Share and one half Warrant;

(mm)

“ US$ ” means lawful currency of the United States; and

(nn)

“Warrant” means a warrant to purchase a Common Share for a period of twelve months from issuance. One whole warrant may be exercised at a price US$0.25 per Common Share.

(a)

Prior to the Initial Advance Date only, the Lender having received a properly executed original of this Agreement and the Security Documents then in effect;

(b)

the Borrower’s representations and warranties contained herein and in the Security Documents then in effect then being true and correct in all material respects;

(c)

the Security Documents being registered against the Borrower in the state of California;

(d)

there then being no outstanding Default or Event of Default;

(e)

except as contemplated by Section 9.2 hereof, the Lender having received an Advance Request from the Borrower for that Advance;

(f)

the Prior Revolving Loan Lenders have signed the Pari Passu Agreement; and

(g)

after the making of such Advance the aggregate principal amount of all Advances outstanding not exceeding the principal amount of the Loan.

(a)

it is a corporation duly organized, validly existing and in good standing under the laws of Delaware;

(b)

it has the (corporate) power and capacity to carry on business as currently conducted by it, own property or interests therein, borrow and lend money, grant security, make, keep, observe and perform representations, warranties, covenants and agreements and incur obligations and liabilities, all as contemplated hereby;

(c)

there is no action, suit, investigation or proceeding outstanding or pending or, to the knowledge of the Borrower, threatened against it or any of its property, assets or undertakings by or before any court, arbitrator or administrative or governmental body which would reasonably be expected to have a material adverse effect;

(d)

it has not agreed or consented to, nor has it agreed to cause or permit in the future (upon the happening of a contingency or otherwise), any of its property, whether now owned or hereafter acquired, to be subject to a Lien other than Prior Permitted Liens; and

(e)

the execution and delivery by it of this Agreement and the Security Documents and the performance by it of its obligations hereunder and thereunder, do not and will not conflict with or result in a material breach of any of the terms, conditions, or provisions of:

(i)

its organizational documents,

(ii)

any law, regulation, or decree applicable or binding on it or any of its property, assets and undertaking, or

(iii)

any material agreement or instrument binding to which it or any of its property