AMENDED AND RESTATED SECURITY AGREEMENT

(a)

Equipment, Etc.   All of the Debtor’s right, title and interest (if any) in equipment, supplies, fittings, furnishings and other items of any kind ordered, obtained, or possessed by the Debtor or for its account, whether held by the Debtor, by sellers under any contracts for the purchase of equipment or by others, together with any product into which such equipment may be processed, manufactured or assembled and together with all substitutions for said equipment and all parts, instruments, accessories, alterations, modifications, replacements, additions and accessions to said equipment  (collectively, the “ Equipment ”);

(b)

Inventory, Etc.   All of the Debtor’s right, title and interest in inventory and stock in trade of the Debtor including, without limitation, all computer hardware and software products wherever located, raw materials, work in progress, materials used or consumed in the Debtor’s business, finished goods, returned goods and goods traded in (collectively, the “ Inventory ”);

(c)

Accounts, Contract Rights, Deposits, Intellectual Property, Etc.   All of the Debtor’s right, title and interest in (i) all accounts, (ii) all contract rights, (iii) all chattel paper, (iv) all documents, documents of title, drafts, checks, acceptances, bonds, letters of credit, notes or other negotiable and non-negotiable instruments, bills of exchange, deposits, certificates of deposit, insurance policies and any other writings evidencing a monetary obligation or security interest in or a lease of personal property, (v) all licenses, leases, contracts or agreements, (vi) all letter of credit rights, (vii) all intellectual property, including, without limitation, all patents and patent applications, trade secrets, inventions and improvements (including but not limited to those listed in the “Patent List” attached hereto as Exhibit B ), trademarks, trademark registrations, and trademark applications (including but not limited to those listed in the “Trademark List” attached hereto as Exhibit C ), all trade names, service marks, designs, logos, business names, licenses, copyrights, all works of authorship and other intellectual property rights therein, including, copyrights for computer programs, source code and object code data bases and related materials and documentation, and the like, and all renewals, revisions, derivative works, enhancements, modifications, updates, new releases and other revisions thereof, whether registered or not, and whether or not used or to be used by the Debtor, including, with respect to all of said property, without limitation, all rights corresponding thereunder throughout the world, all reissues, divisions, continuations, renewals, extensions and continuations-in-part of any of the foregoing, all license royalties with respect thereto, all claims for damages, profits and proceeds by reason of past, present and future infringements, and all rights to sue therefore, all customer lists, proprietary information, product specification documents and production and quality control manuals used in the manufacture of products sold under or in connection with any of the foregoing, and all documents that reveal the name and address of all sources of supply of, and all terms of purchase and delivery for, all materials and components used in the production of products sold under or in connection with any of the foregoing   (collectively, the “ Intellectual Property ”); (viii) all general intangibles, including without limitation, all payment intangibles, contract rights, judgments and choses in action; (ix) all guarantees and other personal property securing the payment or performance of any of the foregoing (collectively, the " Accounts ") and (x) all balances, credits, deposits, accounts or monies of or in the name of the Debtor in the possession or control of, or in transit to, the LC Providers (collectively, the “ Deposits ”);

(d)

Documents.   All of the Debtor’s right, title, and interest in and to books, correspondence, credit files, records, invoices, and other documents, including, without limitation, all tapes, disks, cards, computer runs and other papers or documents in the possession or control of the Debtor; all records and data relating to the Collateral (as hereinafter defined), whether in the form of writings, photographs, microfilm, microfiche, or electronic media, together with all of the Debtor’s right, title and interest in and to all computer software necessary to use, create, maintain and process such records or data on electronic media, and including correspondence, invoices, shipping documents and records, sales slips, orders and order acknowledgements, and sales contracts (collectively, the “ Documents ”);

(e)

Fixtures.   All of the Debtor’s right, title, and interest in and to all fixtures affixed to or to become affixed to any real property owned, leased or operated by the Debtor or otherwise used in connection with the business or operations of the Debtor (collectively, the “ Fixtures ”);

(f)

Investment Property.   All of the Debtor’s right, title and interest in and to investment property and financial assets including, without limitation, all stocks, bonds, debentures, notes, bills, certificates, options, rights, shares, or other securities now or hereafter owned or acquired, all dividends or distributions in respect thereof and all brokerage or commodities accounts (collectively, the “ Investment Property ”); and

(g)

Proceeds and Products.   All cash and noncash proceeds (including rents, royalties, and insurance proceeds) and products of any of the Debtor’s now owned or hereafter acquired goods and other real and personal property including without limitation the items of property described in paragraphs (a) through (f) above (collectively, the “ Proceeds ”).

(a)

the Debtor’s payment obligations with respect to the LCs;

(b)

the Debtor's obligations with respect to payment of any costs and expenses incurred or advances made by the LC Providers pursuant to this Agreement or any other documents executed by the Debtor securing or relating to the LCs and/or the Collateral, whether executed prior to, contemporaneously with or subsequent to this Agreement (this Agreement and such other documents are herein collectively referred to as the “ LC Documents ”) to protect the Collateral or fulfill the Debtor’s obligations under the LC Documents, together with interest thereon from the occurrence of an Event of Default (as defined below) and the LCs are called, at a rate equal to ten percent (10%) per annum (“ Default Rate ”) from the Event of Default until repayment to the LC Providers, including any costs and expenses associated with enforcement of the LCs;

 (c)

Performance of each agreement, term and condition set forth or incorporated by reference herein or in any other LC Document;

(d)

LC Providers’ rights under Nevada Revised Statutes, including but not limited to, Sections 104.3419, Section 104.5117, and Article 9 of Chapter 104;

(e)

Payment and performance of any additional existing or future obligations of the Debtor to the LC Providers; and

(f)

any and all amendments, modifications, renewals and/or extensions of any of the foregoing including, but not limited to, amendments, modifications, renewals or extensions which are evidenced by new or additional instruments, documents or agreements or which change the rate of interest on any obligation secured hereby,

(collectively the " Obligations ").

(a)

The Debtor is a corporation duly incorporated under the laws of the State of Nevada .   The Debtor's principal place of business, chief executive office and location of its books and records is at the address set forth under the Debtor's signature below.  The Debtor's organization identification number is also set forth under the signature below.  The Debtor will not change its form or jurisdiction of organization without giving at least fifteen (15) days’ prior written notice thereof to the LC Providers and taking, at the Debtor's sole expense, all actions requested by the LC Providers to maintain and preserve the LC Providers' security interest in the Collateral as a valid, enforceable, perfected, security interest second in priority only to the security interest of RBC, including, but not limited to, filing financing statements specified by the LC Providers.

(b)

The Debtor has full power and authority to enter into this Agreement, grant to the LC Providers a valid security interest in the Collateral and perform all of its obligations under this Agreement.  The execution, delivery and performance by the Debtor of this Agreement do not contravene the Debtor’s organizational documents, or violate any provision of any statute, law, rule, regulation, judgment, order or decree and will not conflict with, or constitute a breach or default under, any indenture, loan agreement, contract or other agreement or instrument to which the Debtor is a party or by which the Debtor or any of its property is bound.

(c)

No authorization, consent or approval or other action by, and no notice to or other filing with, any governmental authority or regulatory body is required for the grant by the Debtor of the security interest granted hereby, the due execution and delivery by the Debtor of this Agreement or the performance by the Debtor of any of its obligations hereunder, except filing of a financing statement in the office of the Secretary of State of   the   State of Nevada .

(d)

This Agreement has been duly executed and delivered by the Debtor and is the Debtor's legal, valid and binding obligation, enforceable against the Debtor in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting the enforceability of rights of creditors generally and to general equitable principles that may limit the right to obtain equitable remedies.  This Agreement creates in the LC Providers' favor a valid and, upon the filing of an appropriate financing statement in the office of the Secretary of State   of   the   State of Nevada , perfected (to the extent perfection is obtained by the filing of such financing statement) lien on and security interest in the Collateral, enforceable against the Debtor and all third parties and superior in right to all other existing security interests, liens, encumbrances or charges, excluding the first priority interest of RBC, existing or future.  Upon such filing, no filing or recording of any other financing statement or other instrument and no recording, filing or indexing of this Agreement is necessary in order to preserve and protect the LC Providers' security interest in the Collateral as a legal, valid and enforceable, perfected (to such extent) security interest in the Collateral, except filing of appropriate continuation statements with respect to financing statements.

(e)

Except for the security interest granted hereby and the security interest granted to RBC, the Debtor is, and as to any Collateral acquired by the Debtor after the date hereof will be, the owner and holder of all the Collateral free and clear of any security interest, lien, charge, encumbrance or other adverse claim, and the Debtor will defend all of the Collateral, whether now owned or hereafter acquired, against all claims and demands of all persons at any time claiming the same or any interest therein, and will take all steps to maintain the security interest of the LC Providers as a valid and fully perfected lien second in priority only to the security interest of RBC, and Debtor shall immediately take all steps so that the LC Providers’ security interest shall become a first priority security interest upon the payment in full of amounts owed to RBC under the July 2008 Agreement.  If RBC fails to file a termination statement of its financing statement within 10 days of RBC receiving payment in full under the July 2008 Agreement, Debtor shall send an authenticated demand to RBC no later than 10 days thereafter.  If Debtor fails to send an authenticated demand to RBC within such time period, Debtor grants the LC Providers a limited power of attorney to send an authenticated demand to RBC and/or file a termination statement of RBC’s financing statement, if RBC does not respond to the authenticated demand within 20 days.

(f)

The Debtor has not changed its name since 1994 nor, except as provided in Recital J above, has it been the surviving entity in a merger or acquired the assets of any other business prior to the date hereof.  The Debtor has not utilized any trade names in the conduct of its business.  The Debtor will not change its name or the location of its principal place of business or chief executive office without giving at least fifteen (15) days’ prior written notice to the LC Providers of any such proposed change or utilization and taking, at the Debtor's sole expense, all actions requested by the LC Providers to maintain and preserve the LC Providers' security interest in the Collateral as a valid, enforceable, perfected, security interest second in priority only to the security interest of RBC, including, but not limited to, filing financing statements specified by the LC Providers.

(g)

No financing statement covering any of the Collateral or any proceeds thereof is on file in any public office in any jurisdiction, other than financing statements in favor of the LC Providers and RBC.  The Debtor authorizes the LC Providers to prepare and file financing statements without the signature of the Debtor where permitted by law and, if the Debtor’s signature shall be required, the Debtor irrevocably appoints the LC Providers as the Debtor’s agent for the purpose of signing and filing such financing statements.  The Debtor further authorizes description of the Collateral on financing statements and other public filings using generic terms such as "all assets" and "all personal property".  The Debtor promises to pay to the LC Providers all fees and expenses incurred in filing financing statements and any continuation statements or amendments thereto, which fees and expenses shall become a part of the Obligations secured by this Agreement.  A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement and may be filed by the LC Providers in accordance with the provisions of this Section.

(h)

On the request of the LC Providers from time to time, the Debtor shall duly endorse and deliver to the LC Providers all instruments or documents, the possession of which is necessary to perfect the LC Providers’ interest in any of the Collateral hereunder and take, at the Debtor's sole expense, all actions requested by the LC Providers to maintain and preserve the LC Providers' security interest in the Collateral as a valid, enforceable, perfected, security interest second in priority only to the the security interest of RBC.

(i)

Except for sales of inventory and expenditures made in the ordinary course of the Debtor’s business prior to an Event of Default hereunder, the Debtor will not sell, assign or offer to sell or assign or otherwise transfer the Collateral, either in whole or in part, or any interest therein without the prior written consent of the LC Providers.  The Debtor will not, without the prior written consent of the LC Providers, create or permit to exist any security interest, lien, charge, encumbrance or other adverse claim on any of the Collateral, other than the security interest in favor of the LC Providers created by this Agreement and the security interest of RBC.

(j)

The Debtor will fully and punctually perform any duty required of it in connection with the Collateral and will not take any action, including the amendment of any contract or the waiver of any contract rights, which will impair, damage or destroy the LC Providers’ rights with respect to the Collateral or hereunder or the value thereof.

(k)

The Debtor will take such action as may be requested from time to time by the LC Providers to ensure the LC Providers’ “control” over all deposit accounts, securities accounts, letters of credit and electronic chattel paper included in the Collateral.  The Debtor will deliver, on request, to the LC Providers originals of (i) all instruments or tangible chattel paper in excess of $50,000 and (ii) all certificated securities, in each case, duly indorsed to the LC Providers or indorsed in blank (or accompanied by stock or bond powers duly indorsed in blank).