REVOLVING LOAN AGREEMENT

(a)

" Accounts Receivable " has the meaning give to it under GAAP;

(b)

" Acceptable Accounts Receivable " means Accounts Receivable which:

(i)

have been:

A.

generated pursuant to contracts entered into by the Borrower; and

B.

outstanding for 90 days or less, calculated from the date of rendering thereof;

(ii)

are not:

A.

Accounts Receivable due from an Affiliate, in dispute or subject to offset; or

B.

subject to any Priority Claim, except in favour of the Prior Lender;

(c)

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

(d)

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

(e)

" 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;

(f)

" 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,;

(g)

" Affiliate " has the meaning give to it in the Securities Act;

(h)

" 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;

(i)

" Bonus Shares " means 68,180 common shares in the capital of the Borrower;

(j)

" 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);

(k)

" 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;

(l)

"Commitment Percentage" of any Lender shall mean 50% in the case of Sinecure and 50% in the case of Capella, as the same may be adjusted upon the mutual agreement of the Lenders;

(m)

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

(n)

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

(o)

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

(p)

" 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;

(q)

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

(r)

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

(s)

" Interest Payment Date " means the last day of each calendar month, commencing the last day of the calendar month immediately following the calendar month during which the first Advance occurs;

(t)

" Interest Rate " means eight percent (8 %) per annum calculated as herein provided;

(u)

" 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;

(v)

" Loan " means the revolving loan facility not exceeding $US750,000 established by the Lender in favour of the Borrower pursuant to this Agreement;

(w)

" Loan Documents " means this Agreement and the Security Documents;

(x)

" Margin Amount " at any point in time means that amount which is then equal to 100% of:

(i)

the aggregate amount of the then Acceptable Accounts Receivable; minus

(ii)

the aggregate amount of the then Priority Claims;

(y)

" 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;

(z)

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

(aa)

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

(bb)

" 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;

(cc)

" Priority Claim " means a claim of a Person to any of the Acceptable Accounts Receivable 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 to those Acceptable Accounts Receivable pursuant to the Security Documents;

(dd)

" Prior Lender " 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;

(ee)

" Prior Lender’s Certificate " means a certificate signed by the Prior Lender and addressed to the Borrower and the Lender setting out, as of the date thereof:

(i)

the amount of the Prior Lender’s Loan then outstanding;

(ii)

whether the Borrower is in good standing under the Prior Lender’s Loan; and

(iii)

the Borrower’s Accounts Receivable which have been assigned by the Borrower to and charged in favour of the Prior Lender and the amount of those Borrower’s Accounts Receivable individually and in the aggregate;

(ff)

" Prior Lender’s Loan " means the loan made by the Prior Lender to the Borrower for the purposes of factoring the Borrower’s Accounts Receivables in whole or in part;

(gg)

" Prior Lender’s Lien " means the Lien in favour of the Prior Lender over the Borrower’s Accounts Receivable which have been assigned to the Prior Lender for the repayment of the Prior Lender’s Loan and interest;

(hh)

" Prior Permitted Liens " means:

(i)

the Prior Lender’s Lien;

(ii)

Liens in favour of any Lender;

(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.

(ii)

" Securities " means the Bonus Shares and the Common Shares

(jj)

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

(kk)

" 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;

(ll)

" Subsidiary " has the meaning give to it in the Securities Act;

(mm)

"UCC" shall mean the Uniform Commercial Code as in effect in the applicable jurisdiction; and

(nn)

" US$ " means lawful currency of the United States.

(a)

US$750,000; and

(b)

the Margin Amount.

(a)

the average closing bid price of the Common Shares as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P. (the "Closing Bid Price") for the five (5) trading days immediately preceding the First Advance Date; or

(b)

the average Closing Bid Price of the Shares as listed on a Principal Market, as quoted by Bloomberg L.P. for the five (5) trading days immediately preceding the date the Borrower receives the Notice.

(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)

there then being no outstanding Default or Event of Default;

(d)

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

(e)

the Lender having received from the Borrower an aged list of the Borrower’s Accounts Receivable and Acceptable Accounts Receivable current to the date of the Advance Request and otherwise satisfactory to the Lender in form and content;

(f)

the Lender having received a Prior Lender’s Certificate; and

(g)

after the making of such Advance:

(i)

the monies owed to both the Prior Lender and the Lender being less than 100% of Acceptable Accounts Receivable; and

(ii)

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 assets or undertakings is a party or bound, the breach of which could reasonably be expected to have a material adverse effect or result in, or require or permit the imposition of any Lien in or with respect to the property, assets and undertakings now owned or hereafter acquired by it.

(a)

comply with all applicable laws, ordinances or governmental rules or regulations