CREDIT AND SECURITY AGREEMENT

Exhibit 4.5

CREDIT AND SECURITY AGREEMENT

ORION ENERGY SYSTEMS, LTD.
AND
GREAT LAKES ENERGY TECHNOLOGIES, LLC,

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION

Acting through its WELLS FARGO BUSINESS CREDIT
operating division

December 22, 2005

CREDIT AND SECURITY AGREEMENT

Dated as of December 22, 2005

     ORION ENERGY SYSTEMS, LTD., a Wisconsin corporation (“Orion”) and GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“Great Lakes” and together with Orion, the “Borrowers” and each a “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association acting through its WELLS FARGO BUSINESS CREDIT operating division (the “Lender”), hereby agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1 Definitions . For all purposes of this Agreement, except as otherwise expressly provided, the following terms shall have the meanings assigned to them in this Section or in the Section referenced after such term:

     “Accounts” shall have the meaning given it under the UCC.

     “Accounts Advance Rate” means up to eighty five percent (85%), or such lesser rate as the Lender in its sole discretion may deem appropriate from time to time.

     “Advance” means a Revolving Advance.

     “Affiliate” or “Affiliates” means, as to each Borrower, any Person controlled by, controlling or under common control with such Borrower, including any Subsidiary of such Borrower. For purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

     “Agreement” means this Credit and Security Agreement.

     “Availability” means the amount, if any, by which the Borrowing Base exceeds the sum of (i) the outstanding principal balance of the Revolving Note and (ii) the L/C Amount.

     “Book Net Worth” means the aggregate of the Owners’ equity in the Borrowers, determined on a consolidated basis in accordance with GAAP; provided , however , that any increase in the Owners’ equity on account of the forgiveness of debt due to Osram, which is to occur late in fiscal year 2006 or early in fiscal year 2007 shall be excluded in determining the Borrowers’ compliance with the provisions of Section 6.2(a) for the period in which such event occurs.

     “Borrowing Base” means at any time the lesser of:

     (a) The Maximum Line Amount; or

     (b) Subject to change from time to time in the Lender’s sole discretion, the sum of:

     (i) The lesser of (A) the product of the Accounts Advance Rate times Eligible Accounts or (B) $25,000,000, plus

     (ii) The lesser of (A) the product of the Inventory Advance Rate times Eligible Inventory or (B) $5,500,000, less

     (iii) The Borrowing Base Reserve, less

     (iv) Obligations that the Borrowers owe to the Lender that have not yet been advanced on the Revolving Note, and the dollar amount that the Lender in its reasonable discretion then determines to be a reasonable determination of the Borrowers’ credit exposure with respect to Wells Fargo Bank Affiliate Obligations.

     “Borrowing Base Reserve” means, as of any date of determination, such amounts (expressed as either a specified amount or as a percentage of a specified category or item) as the Lender may from time to time establish and adjust in reducing Availability (a) to reflect events, conditions, contingencies or risks which, as determined by the Lender, do or may affect (i) the Collateral or its value, (ii) the assets, business or prospects of any Borrower, or (iii) the security interests and other rights of the Lender in the Collateral (including the enforceability, perfection and priority thereof), including, without limitation, such reserve as the Lender may from time to time establish in its discretion, for potential wage liens, as determined under Wis . Stat . Section 109.09, or (b) to reflect the Lender’s judgment that any collateral report or financial information furnished by or on behalf of the Borrowers to the Lender is or may have been incomplete, inaccurate or misleading in any material respect, or (c) in respect of any state of facts that the Lender determines constitutes an Event of Default.

     “Business Day” means day on which the Federal Reserve Bank of New York is open for business.

     “Capital Expenditures” means for a period, any expenditure of money during such period for the lease, purchase or other acquisition of any capital asset, or for the lease of any other asset whether payable currently or in the future.

     “Collateral” means all of each Borrower’s Accounts, chattel paper and electronic chattel paper, deposit accounts, documents, Equipment, General Intangibles, goods, instruments, Inventory, Investment Property, letter-of-credit rights, letters of credit, all sums on deposit in any Collateral Account, and any items in any Lockbox; together with (i) all substitutions and replacements for and products of any of the foregoing; (ii) in the case of all goods, all accessions; (iii) all accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to or used in connection with any goods; (iv) all warehouse receipts, bills of lading and other documents of title now or hereafter covering such goods; (v) all collateral subject to the Lien of any Security Document; (vi) any money, or other assets of each Borrower that now or hereafter come into the possession, custody, or control of the Lender; (vii) all sums on deposit in the Special Account; (viii) proceeds of any and all of the foregoing; (ix) books and records of

each Borrower, including all mail or electronic mail addressed to a Borrower; and (x) all of the foregoing, whether now owned or existing or hereafter acquired or arising or in which the Borrower now has or hereafter acquires any rights.

     “Collateral Account” means the “Lender Account” as defined in the Wholesale Lockbox and Collection Account Agreement.

     “Commercial Letter of Credit Agreement” means an agreement governing the issuance of documentary letters of credit by the Lender, entered into between a Borrower as applicant and the Lender as issuer.

     “Commitment” means the Lender’s commitment to make Advances to, and to issue Letters of Credit for the account of, the Borrowers pursuant to Article II.

     “Constituent Documents” means with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person’s owners.

     “Credit Facility” means the credit facility under which Revolving Advances may be made available to the Borrowers by the Lender under Article II.

     “Cut-off Time” means 11:00 a.m. Milwaukee, Wisconsin time.

     “Default Period” means any period of time beginning on the day an Event of Default occurs and ending on the date identified by the Lender in writing as the date that such Event of Default has been cured or waived.

     “Default Rate” means an annual interest rate in effect during a Default Period or following the Termination Date, which interest rate shall be equal to three percent (3%) over the Floating Rate, as such rate may change from time to time.

     “Director” means, as to each Borrower, a director of such Borrower.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “ERISA Affiliate” means any trade or business (whether or not incorporated) that is a member of a group which includes the Borrowers and which is treated as a single employer under Section 414 of the IRC.

     “Eligible Accounts” means, as to each Borrower, all unpaid Accounts of such Borrower arising from the sale or lease of goods or the performance of services, net of any credits, but excluding any such Accounts having any of the following characteristics:

     (i) That portion of Accounts unpaid ninety (90) days or more after the invoice date, or, if the Lender in its discretion has determined that a particular dated Account may be eligible, that portion of such Account which is unpaid more than sixty (60) days past the stated due date or more than one hundred twenty (120) days past the invoice date;

     (ii) That portion of Accounts related to goods or services with respect to which the applicable Borrower has received notice of a claim or dispute, which are subject to a claim of offset or a contra account, or which reflect a reasonable reserve for warranty claims or returns;

     (iii) That portion of Accounts not yet earned by the final delivery of goods or rendition of services, as applicable, by the applicable Borrower to the customer, including progress billings, and that portion of Accounts for which an invoice has not been sent to the applicable account debtor;

     (iv) Accounts constituting (i) proceeds of copyrightable material unless such copyrightable material shall have been registered with the United States Copyright Office, or (ii) proceeds of patentable inventions unless such patentable inventions have been registered with the United States Patent and Trademark Office;

     (v) Accounts owed by any unit of government, whether foreign or domestic ( provided , however , that there shall be included in Eligible Accounts that portion of Accounts owed by such units of government for which the applicable Borrower has provided evidence satisfactory to the Lender that (A) the Lender has a first priority perfected security interest and (B) such Accounts may be enforced by the Lender directly against such unit of government under all applicable laws);

     (vi) Accounts owed by an account debtor located outside the United States which are not (A) backed by a bank letter of credit naming the Lender as beneficiary or assigned to the Lender, in the Lender’s possession or control, and with respect to which a control agreement concerning the letter-of-credit rights is in effect, and acceptable to the Lender in all respects, in its sole discretion, or (B) covered by a foreign receivables insurance policy acceptable to the Lender in its sole discretion;

     (vii) Accounts owed by an account debtor that is insolvent, the subject of bankruptcy proceedings or has gone out of business;

     (viii) Accounts owed by an Owner, Subsidiary, Affiliate, Officer or employee of any Borrower or by Northland Capital;

     (ix) Accounts not subject to a duly perfected security interest in the Lender’s favor or which are subject to any Lien in favor of any Person other than the Lender;

     (x) That portion of Accounts that has been restructured, extended, amended or modified;

     (xi) That portion of Accounts that constitutes advertising, finance charges, service charges or sales or excise taxes;

     (xii) Accounts owed by an account debtor, regardless of whether otherwise eligible, to the extent that the aggregate balance of such Accounts exceeds fifteen percent (15%) of the aggregate amount of all Eligible Accounts;

     (xiii) Accounts owed by an account debtor, regardless of whether otherwise eligible, if twenty five percent (25%) or more of the total amount of Accounts due from such account debtor is ineligible under clauses (i), (ii), or (x) above; and

     (xiv) Accounts, or portions thereof, otherwise deemed ineligible by the Lender in its sole discretion.

     “Eligible Inventory” means, as to each Borrower, all Inventory of such Borrower, valued at the lower of cost or market in accordance with GAAP; but excluding any Inventory having any of the following characteristics:

     (i) Inventory that is: in-transit; located at any warehouse, job site or other premises other than the Premises or other premises approved by the Lender in writing; not subject to a duly perfected first priority security interest in the Lender’s favor; subject to any lien or encumbrance that is subordinate to Lender’s first priority security interest; covered by any negotiable or non-negotiable warehouse receipt, bill of lading or other document of title; on consignment from any Person; on consignment to any Person or subject to any bailment unless such consignee or bailee has executed an agreement with the Lender;

     (ii) Supplies, packaging, fabricated parts, sample Inventory, or customer supplied parts or Inventory;

     (iii) Work-in-process Inventory;

     (iv) Inventory that is damaged, defective, obsolete, slow moving or not currently saleable in the normal course of a Borrower’s operations, or the amount of such Inventory that has been reduced by shrinkage;

     (v) Inventory that a Borrower has returned, has attempted to return, is in the process of returning or intends to return to the vendor thereof;

     (vi) Inventory that is perishable or live;

     (vii) Inventory manufactured by a Borrower pursuant to a license unless the applicable licensor has agreed in writing to permit the Lender to exercise its rights and remedies against such Inventory;

     (viii) Inventory that is subject to a Lien in favor of any Person other than the Lender; and

     (ix) Inventory otherwise deemed ineligible by the Lender in its sole discretion.

     “Environmental Law” means any federal, state, local or other governmental statute, regulation, law or ordinance dealing with the protection of human health and the environment.

     “Equipment” shall have the meaning given it under the UCC.

     “Event of Default” has the meaning set forth in Section 7.1.

     “Executive Officers” means those Officers of the Borrowers identified on Schedule 1.1 hereto.

     “Financial Covenants” means the covenants set forth in Section 6.2.

     “Floating Rate” means an annual interest rate equal to the sum of the Prime Rate plus one percent (1.0%), which interest rate shall change when and as the Prime Rate changes.

     “Funding Date” has the meaning set forth in Section 2.1.

     “GAAP” means generally accepted accounting principles, applied on a basis consistent with the accounting practices applied in the financial statements described in Section 5.6.

     “General Intangibles” shall have the meaning given it under the UCC.

     “Guarantor Security Documents” means the Security Agreement between Orion Aviation, Inc. and the Lender, to secure such Guarantor’s obligations to the Lender pursuant to its guaranty and to secure the Obligations, and any other document delivered by a Guarantor to the Lender from time to time to secure the Obligations.

     “Guarantors” means Orion Aviation, Inc. or any other Person now or hereafter guarantying the Obligations, each a “Guarantor.”

     “Hazardous Substances” means pollutants, contaminants, hazardous substances, hazardous wastes, petroleum and fractions thereof, and all other chemicals, wastes, substances and materials listed in, regulated by or identified in any Environmental Law.

     “IRC” means the Internal Revenue Code of 1986, as amended from time to time.

     “Infringement” or “Infringing” when used with respect to Intellectual Property Rights means any infringement or other violation of Intellectual Property Rights.

     “Intellectual Property Rights” means all actual or prospective rights arising in connection with any intellectual property or other proprietary rights, including all rights arising in connection with copyrights, patents, service marks, trade dress, trade secrets, trademarks, trade names or mask works.

     “Intercreditor Agreements” means the Security Interest Subordination Agreement executed by the City of Manitowoc, in the Lender’s favor, and the Intercreditor Agreement between Hometown Bank and the Lender, each dated on or about the same date as this

Agreement and acknowledged by the Borrowers, and any other subordination or intercreditor agreement accepted by the Lender from a creditor of any Borrower from time to time.

     “Interest Payment Date” has the meaning set forth in Section 2.5(a).

     “Inventory” shall have the meaning given it under the UCC.

     “Inventory Advance Rate” means up to sixty percent (60%), or such lesser rate as the Lender in its sole discretion may deem appropriate from time to time.

     “Investment Property” shall have the meaning given it under the UCC.

     “L/C Amount” means the sum of (i) the aggregate face amount of any issued and outstanding Letters of Credit and (ii) the unpaid amount of the Obligation of Reimbursement.

     “L/C Application” means an application for the issuance of standby letters of credit pursuant to the terms of a Standby Letter of Credit Agreement or a Commercial Letter of Credit Agreement in form acceptable to the Lender.

     “Letter of Credit” has the meaning set forth in Section 2.3(a).

     “Licensed Intellectual Property” has the meaning set forth in Section 5.11(c).

     “Lien” means any security interest, mortgage, deed of trust, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device, including the interest of each lessor under any capitalized lease and the interest of any bondsman under any payment or performance bond, in, of or on any assets or properties of a Person, whether now owned or hereafter acquired and whether arising by agreement or operation of law.

     “Loan Documents” means this Agreement, the Notes, the Security Documents and any L/C Application.

     “Lockbox” means the “Lockbox” as defined in the Wholesale Lockbox and Collection Account Agreement.

     “Material Adverse Effect” means any of the following:

     (i) A material adverse effect on the business, operations, results of operations, prospects, assets, liabilities or financial condition of the Borrowers , taken as a whole;

     (ii) A material adverse effect on the ability of any Borrower to perform its obligations under the Loan Documents;

     (iii) A material adverse effect on the ability of the Lender to enforce the Obligations or to realize the intended benefits of the Security Documents, including a material adverse effect on the validity or enforceability of any Loan Document or of any rights against any Guarantor, or on the status, existence, perfection, priority (subject to

Permitted Liens) or enforceability of any Lien securing payment or performance of the Obligations; or

     (iv) Any claim against any Borrower or threat of litigation which if determined adversely to such Borrower would cause such Borrower to be liable to pay an amount exceeding Fifty Thousand Dollars ($50,000) or would be an event described in clauses (i), (ii) and (iii) above.

     “Maturity Date” means December 31, 2008.

     “Maximum Line Amount” means Twenty Five Million Dollars ($25,000,000).

     “Minimum Interest Charge” has the meaning given in Section 2.5(b).

     “Mortgaged Real Estate” means the real estate of the Borrowers, which is encumbered by the Mortgages.

     “Mortgages” means the Real Estate Mortgages by each of the Borrowers in favor of the Lender with respect top their respective Premises.

     “Multiemployer Plan” means a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) to which any Borrower or any ERISA Affiliate contributes or is obligated to contribute.

     “Net Income” means fiscal year-to-date after-tax net income of the Borrowers from continuing operations, including extraordinary losses but excluding extraordinary gains, all as determined on a consolidated basis in accordance with GAAP; provided , however , that any income earned by the Borrowers on account of the forgiveness of debt due to Osram, which is to occur late in fiscal year 2006 or early in fiscal year 2007 shall be excluded in determining the Borrowers’ compliance with the provisions of Section 6.2(b) for the periods in which such event occurs.

     “Note” means the Revolving Note or any other promissory note hereafter issued by a Borrower hereunder; collectively, the “Notes.”

     “Obligation of Reimbursement” means the obligation of Borrowers to reimburse the Lender pursuant to the terms of the Standby Letter of Credit Agreement or Commercial Letter of Credit Agreement and any applicable L/C Application.

     “Obligations” means each Note, the Obligation of Reimbursement and each and every other debt, liability and obligation of every type and description which each Borrower may now or at any time hereafter owe to the Lender, whether such debt, liability or obligation now exists or is hereafter created or incurred, whether it arises in a transaction involving the Lender alone or in a transaction involving other creditors of the Borrowers, and whether it is direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or sole, joint, several or joint and several, and including all indebtedness of the Borrowers arising under any Loan Document among the Borrowers and the Lender, whether now in effect or hereafter entered into and all Wells Fargo Bank Affiliate Obligations.

     “Officer” means, as to each Borrower, an officer of such Borrower.

     “Overadvance” means the amount, if any, by which (i) the outstanding principal balance of the Revolving Note, plus (ii) the L/C Amount, is in excess of the then-existing Borrowing Base.

     “Owned Intellectual Property” has the meaning set forth in Section 5.11(a).

     “Owner” means, as to each Borrower, each Person having legal or beneficial title to an ownership interest in such Borrower or a right to acquire such an interest.

     “Pass-Through Tax Liabilities” means, as to Great Lakes, the amount of state and federal income tax paid or to be paid by such Borrower’s Owners on taxable income earned by such Borrower and attributable to the Owners as a result of such Borrower’s “pass-through” tax status, assuming the highest marginal income tax rate for federal and state (for the state or states in which any Owner is liable for income taxes with respect to such income) income tax purposes, after taking into account any deduction for state income taxes in calculating the federal income tax liability and all other deductions, credits, deferrals and other reductions available to the Owners from or through such Borrower.

     “Patent and Trademark Security Agreement” means the Patent and Trademark Security Agreement by the Borrowers in favor of the Lender dated the same date as this Agreement.

     “Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) maintained for employees of any Borrower or any ERISA Affiliate and covered by Title IV of ERISA.

     “Permitted Lien” and “Permitted Liens” have the meanings set forth in Section 6.3(a).

     “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

     “Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) maintained for employees of the Borrowers or any ERISA Affiliate.

     “Premises” means, as to each Borrower, all locations where such Borrower conducts its business or has any rights of possession, including but not limited to the locations legally described in Exhibit C attached hereto.

     “Prime Rate” means at any time the rate of interest most recently announced by the Lender at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of the Lender’s base rates, and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof in such internal publication or publications as the Lender may designate. Each change in the rate of interest shall become effective on the date each Prime Rate change is announced by the Lender.

     “Reportable Event” means a reportable event (as defined in Section 4043 of ERISA), other than an event for which the thirty (30) day notice requirement under ERISA has been waived in regulations issued by the Pension Benefit Guaranty Corporation.

     “Revolving Advance” has the meaning set forth in Section 2.1.

     “Revolving Note” means the Borrowers’ revolving promissory note, payable to the order of the Lender in substantially the form of Exhibit A hereto, as same may be renewed and amended from time to time, and all replacements thereto.

     “Security Documents” means this Agreement, the Wholesale Lockbox and Collection Account Agreement, the Mortgages, the Patent and Trademark Security Agreement and any other document delivered to the Lender from time to time to secure the Obligations.

     “Security Interest” has the meaning set forth in Section 3.1.

     “Special Account” means a specified cash collateral account maintained by the Lender or another financial institution acceptable to the Lender in connection with Letters of Credit, as contemplated by Section 2.4.

     “Standby Letter of Credit Agreement” means an agreement governing the issuance of standby letters of credit by the Lender entered into between the applicable Borrower as applicant and the Lender as issuer.

     “Subsidiary” means, as to each Borrower, any corporation or other organization of which more than fifty percent (50%) of the outstanding shares of capital stock having general voting power under ordinary circumstances to elect a majority of the board of directors of such corporation, irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency, is at the time directly or indirectly owned by the Borrower, by the Borrower and one or more other Subsidiaries, or by one or more other Subsidiaries.

     “Tax Distributions” means, as to each of Great Lakes, distributions declared and paid by such Borrower to its Owners, or which could have been declared and paid by such Borrower, in an amount not to exceed the Pass-Through Tax Liabilities of such Borrower.

     “Termination Date” means the earliest of (i) the Maturity Date, (ii) the date the Borrowers terminate the Credit Facility, or (iii) the date the Lender demands payment of the Obligations, following an Event of Default, pursuant to Section 7.2.

     “UCC” means the Uniform Commercial Code as in effect in the state designated in Section 8.13 as the state whose laws shall govern this Agreement, or in any other state whose laws are held to govern this Agreement or any portion hereof.

     “Unused Amount” is defined in Section 2.6(c).

     “Wells Fargo Bank Affiliate Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by a Borrower or its Subsidiaries to any

person that is owned in material part by the Lender and that relates to any service or facility extended to such Borrower or its Subsidiaries including but not limited to: (a) credit cards, (b) credit card processing services, (c) debit cards, and (d) purchase cards, as well as any other services or facilities from time to time specified by the Lender, whether direct or indirect, absolute or contingent, due or to become due, and whether existing now or in the future; provided , however , that the Borrower’s obligations to Wells Fargo Equipment Finance are specifically excluded from the Wells Fargo Bank Affiliate Obligations.

     “Wholesale Lockbox and Collection Account Agreement” means the Wholesale Lockbox and Collection Account Agreement by and among the Borrowers and the Lender, dated the same date as this Agreement.

     Section 1.2 Other Definitional Terms; Rules of Interpretation . The words “hereof”, “herein” 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. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP. All terms defined in the UCC and not otherwise defined herein have the meanings assigned to them in the UCC. References to Articles, Sections, subsections, Exhibits, Schedules and the like, are to Articles, Sections and subsections of, or Exhibits or Schedules attached to, this Agreement unless otherwise expressly provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Unless the context in which used herein otherwise clearly requires, “or” has the inclusive meaning represented by the phrase “and/or”. Defined terms include in the singular number the plural and in the plural number the singular. Reference to any agreement (including the Loan Documents), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof (and, if applicable, in accordance with the terms hereof and the other Loan Documents), except where otherwise explicitly provided, and reference to any promissory note includes any promissory note which is an extension or renewal thereof or a substitute or replacement therefor. Reference to any law, rule, regulation, order, decree, requirement, policy, guideline, directive or interpretation means as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect on the determination date, including rules and regulations promulgated thereunder.

ARTICLE II

AMOUNT AND TERMS OF THE CREDIT FACILITY

     Section 2.1 Revolving Advances . The Lender agrees, subject to the terms and conditions of this Agreement, to make advances (“Revolving Advances”) to the Borrowers from time to time from the date that all of the conditions set forth in 4.1 are satisfied (the “Funding Date”) to and until the Termination Date in an amount not in excess of the Maximum Line Amount. The Lender shall have no obligation to make a Revolving Advance to the extent that the amount of the requested Revolving Advance exceeds Availability. Each Borrower’s joint and several obligation to pay the Revolving Advances shall be evidenced by the Revolving Note and shall be secured by the Collateral. Within the limits set forth in this Section 2.1, the Borrowers may borrow, prepay pursuant to Section 2.9, and reborrow.

     Section 2.2 Procedures for Requesting Advances . The Borrowers shall comply with the following procedures in requesting Revolving Advances:

     (a)  Time for Requests . The Borrowers shall request each Advance not later than the Cut-off Time on the Business Day on which the Advance is to be made . Each request that conforms to the terms of this Agreement shall be effective upon receipt by the Lender, shall be in writing or by telephone or telecopy transmission, and shall be confirmed in writing by the Borrowers if so requested by the Lender , by (i) an Officer of any Borrower; or (ii) a person designated as any Borrower’s agent by an Officer of such Borrower in a writing delivered to the Lender; or (iii) a person whom the Lender reasonably believes to be an Officer of the Borrower or such a designated agent. The Borrowers shall repay all Advances even if the Lender does not receive such confirmation and even if the person requesting an Advance was not in fact authorized to do so. Any request for an Advance, whether written or telephonic, shall be deemed to be a representation by the Borrowers that the conditions set forth in Section 4.2 have been satisfied as of the time of the request.

     (b)  Disbursement . Upon fulfillment of the applicable conditions set forth in Article IV, the Lender shall disburse the proceeds of the requested Advance by crediting the same to Orion’s demand deposit account maintained with Lender unless the Lender and the Borrowers shall agree in writing to another manner of disbursement.

     Section 2.3 Letters of Credit .

     (a)  Issuance of Letters of Credit . The Lender agrees, subject to the terms and conditions of this Agreement, to issue, at any time after the Funding Date and prior to the Termination Date, one or more irrevocable standby or documentary letters of credit (each, a “Letter of Credit”) for the requested Borrower’s account. The Lender shall have no obligation to issue any Letter of Credit if the face amount of the Letter of Credit to be issued would exceed the Availability. Each Letter of Credit, if any, shall be issued pursuant to a separate L/C Application made by the Borrower to the Lender, which must be completed in a manner satisfactory to the Lender. The terms and conditions set forth in each such L/C Application shall supplement the terms and conditions of the Commercial Letter of Credit Agreement or Standby Letter of Credit Agreement applicable thereto.

     (b)  Expiry Date . No Letter of Credit shall be issued with an expiry date later than the Termination Date in effect as of the date of issuance.

     (c)  Conditions Precedent . Any request for issuance of a Letter of Credit shall be deemed to be a representation by the Borrowers that the conditions set forth in Section 4.2 have been satisfied as of the date of the request.

     (d)  Obligation of Reimbursement . If a draft is submitted under a Letter of Credit when the Borrowers are unable, because a Default Period exists or for any other reason, to obtain a Revolving Advance to pay the Obligation of Reimbursement, the Borrowers shall pay to the Lender on demand and in immediately available funds, the amount of the Obligation of Reimbursement together with interest, accrued from the date of the draft until payment in full at the Default Rate. Notwithstanding the Borrowers’ inability to obtain a Revolving Advance for

any reason, the Lender is irrevocably authorized, in its sole discretion, to make a Revolving Advance in an amount sufficient to discharge the Obligation of Reimbursement and all accrued but unpaid interest thereon.

     Section 2.4 Special Account . If the Credit Facility is terminated for any reason while any Letter of Credit is outstanding, the Borrowers shall thereupon pay the Lender in immediately available funds for deposit in the Special Account an amount equal to the L/C Amount plus any anticipated fees and costs. If Borrowers fail to promptly make any such payment in the amount required hereunder, then Lender may make a Revolving Advance against the Credit Facility in an amount sufficient to fulfill this obligation and deposit the proceeds to the Special Account. The Special Account shall be an interest bearing account maintained by the Lender or by any other financial institution acceptable to the Lender. Any interest earned on amounts deposited in the Special Account shall be credited to the Special Account. The Lender may apply amounts on deposit in the Special Account at any time or from time to time to the Obligations in the Lender’s sole discretion. The Borrowers may not withdraw any amounts on deposit in the Special Account as long as the Lender maintains a security interest therein. The Lender agrees to transfer any balance in the Special Account to the Borrowers when the Lender is required to release its security interest in the Special Account under applicable law.

     Section 2.5 Interest; Minimum Interest Charge; Default Interest Rate; Application of Payments; Participations; Usury .

     (a)  Interest . Except as provided in Section 2.5(c) and Section 2.5(f), the principal amount of each Advance shall bear interest at the Floating Rate.

     (b)  Minimum Interest Charge . Notwithstanding any other terms of this Agreement to the contrary, the Borrowers shall pay to the Lender interest of not less than Twenty Thousand Dollars ($20,000) per calendar month (the “Minimum Interest Charge”) during the term of this Agreement, and the Borrowers shall pay any deficiency between the Minimum Interest Charge and the amount of interest otherwise calculated under Section 2.5(a) on the first day of each month and on the Termination Date. When calculating the deficiency due hereunder, if any, between the Minimum Interest Charge and the amount of interest otherwise payable under Section 2.5(a), the Default Rate, if applicable, shall be disregarded.

     (c)  Default Interest Rate . At any time during any Default Period or following the Termination Date, in the Lender’s sole discretion and without waiving any of its other rights or remedies, the principal of the Notes shall bear interest at the Default Rate or such lesser rate as the Lender may determine, effective as of the first day of the month in which any Default Period begins through the last day of such Default Period, or any shorter time period that the Lender may determine. The decision of the Lender to impose a rate that is less than the Default Rate or to not impose the Default Rate for the entire duration of the Default Period shall be made by Lender in its sole discretion and shall not be a waiver of any of its other rights and remedies, including its right to retroactively impose the full Default Rate for the entirety of any such Default Period or following the Termination Date.

     (d)  Application of Payments . Payments shall be applied to the Obligations on the Business Day of receipt by the Lender in the Lender’s general account, but the amount of

principal paid shall continue to accrue interest at the interest rate applicable under the terms of this Agreement from the calendar day the Lender receives the payment, and continuing through the end of the second Business Day following receipt of the payment.

     (e)  Participations . If any Person shall acquire a participation in the Advances or the Obligation of Reimbursement, the Borrowers shall be obligated to the Lender to pay the full amount of all interest calculated under this Section 2.5, along with all other fees, charges and other amounts due under this Agreement, regardless if such Person elects to accept interest with respect to its participation at a lower rate than that calculated under this Section 2.5, or otherwise elects to accept less than its prorata share of such fees, charges and other amounts due under this Agreement.

     (f)  Usury . In any event no rate change shall be put into effect which would result in a rate greater than the highest rate permitted by law. Notwithstanding anything to the contrary contained in any Loan Document, all agreements which either now are or which shall become agreements between the Borrowers and the Lender are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under any Loan Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of the Borrowers and the Lender. This provision shall never be superseded or waived and shall control every other provision of the Loan Documents and all agreements between the Borrowers and the Lender, or their successors and assigns.

     Section 2.6 Fees .

     (a)  Origination Fee . The Borrowers shall pay the Lender a fully earned and non-refundable origination fee of Fifty Thousand Dollars ($50,000), due and payable upon the execution of this Agreement.

     (b)  Facility Fee . The Borrowers agree to pay to the Lender a fully earned and non-refundable annual facility fee of Fifteen Thousand Dollars ($15,000), which facility fee shall be due and payable annually in advance on the Funding Date, and thereafter on January 1, 2007, and each January 1 thereafter.

     (c)  Unused Fee . For the purpose of this Section 2.6(c) “Unused Amount” means the Maximum Line Amount reduced by outstanding Revolving Advances and the L/C Amount. The Borrower agrees to pay to the Lender an unused line fee at the rate of one quarter percent (.25%) per annum on the average daily Unused Amount from the date of this Agreement to and including the Termination Date, due and payable monthly in arrears on the first day of the month and on the Termination Date.

     (d)  Collateral Exam Fees . The Borrowers shall pay the Lender fees in connection with any collateral exams, audits or inspections conducted by or on behalf of the Lender of any Collateral or the Borrowers’ respective operations or business at the rates established from time to time by the Lender as its collateral exam fees (which fees are currently $850 per day per collateral examiner), together with all actual out-of-pocket costs and expenses incurred in conducting any such collateral examination or inspection; provided , however , that except during Default Periods, the Borrowers shall not have to reimburse the Lender for more than four (4) such collateral exams per calendar year.

     (e)  Letter of Credit Fees . The Borrowers shall pay to the Lender a fee with respect to each Letter of Credit, if any, accruing on a daily basis and computed at an annual rate of two percent (2.0%) of the aggregate amount that may then be drawn, assuming compliance with all conditions for drawing (the “Aggregate Face Amount”), from and including the date of issuance of such Letter of Credit until such date as such Letter of Credit shall terminate by its terms or be returned to the Lender, due and payable monthly in arrears on the first day of each month and on the Termination Date; provided , however , that during Default Periods, in the Lender’s sole discretion and without waiving any of its other rights and remedies, such fee shall increase to five percent (5.0%) of the Aggregate Face Amount. The foregoing fee shall be in addition to any and all fees, commissions and charges of the lender with respect to or in connection with such Letter of Credit.

     (f)  Letter of Credit Administrative Fees . The Borrowers shall pay to the Lender all administrative fees charged by the Lender in connection with the honoring of drafts under any Letter of Credit, amendments thereto, transfers thereof and all other activity with respect to the Letters of Credit at the then – current rates published by the Lender for such services rendered on behalf of its customers generally.

     (g)  Termination Fees . If the Credit Facility is terminated by the Borrowers as of a date other than the Maturity Date then in effect (as determined in accordance with Section 2.9), the Borrowers shall pay to the Lender as liquidated damages a termination fee in an amount equal to the following percentages of the Maximum Line Amount: (i) three percent (3.0%) if such termination occurs on or prior to the first anniversary of the Funding Date; (ii) two percent (2.0%) if such termination occurs after the first anniversary of the Funding Date but on or prior to the second anniversary of the Funding Date, or (iii) one percent (1.0%) if such termination occurs after the second anniversary of the Funding Date.

     Borrowers acknowledge that termination may result in Lender incurring additional costs, expenses and/or liabilities, and that it is difficult to ascertain the full extent of such costs, expenses and/or liabilities. Borrowers therefore agree to pay the above-described termination fees and agree that said termination fees represent a reasonable estimate of the termination costs, expenses and/or liabilities of the Lender.

     (h)  Waiver of Termination Fees . The Borrowers, at the Lender’s discretion, will be excused from the payment of termination fees otherwise due under Section 2.6(g) if such termination is made because of refinancing through Wells Fargo Bank.

     (i)  Overadvance Fees . The Borrowers shall pay a fee for each Overadvance in the minimum amount of One Thousand Dollars ($1,000) for each day that an Overadvance exists, regardless of how the Overadvance arises or whether or not the Overadvance has been agreed to in advance by Lender; provided , however , that during a Default Period, the Overadvance fee shall be Two Thousand Dollars ($2,000) per day. The acceptance of payment of any such Overadvance fee shall not be deemed to constitute either consent to the Overadvance or the waiver of any Event of Default arising as the result of an Overadvance not otherwise consented to in advance by Lender.

     (j)  Other Fees and Charges; Payment of Fees . The Lender may from time to time impose additional fees and charges as consideration for Advances made in excess of Availability or for other events that constitute an Event of Default hereunder, including fees and charges for the administration of Collateral by the Lender, and fees and charges for the late delivery of reports, which may be assessed in the Lender’s sole discretion on either an hourly, periodic, or flat fee basis, and in lieu of or in addition to imposing interest at the Default Rate.

     Section 2.7 Time for Interest Payments; Payment on Non-Business Days; Computation of Interest and Fees .

     (a)  Time For Interest Payments . Accrued and unpaid interest shall be due and payable on the first day of each month and on the Termination Date (each an “Interest Payment Date”), or if any such day is not a Business Day, on the next succeeding Business Day. Interest will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of advance to the Interest Payment Date. If an Interest Payment Date is not a Business Day, payment shall be made on the next succeeding Business Day.

     (b)  Payment on Non-Business Days . Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest on the Advances or the fees hereunder, as the case may be.

     (c)  Computation of Interest and Fees . Interest accruing on the outstanding principal balance of the Advances and fees hereunder outstanding from time to time shall be computed on the basis of actual number of days elapsed in a year of three hundred sixty (360) days.

     Section 2.8 Lockbox and Collateral Account; Sweep of Funds.

     (a)  Lockbox and Collateral Account .

     (i) Each Borrower shall instruct all account debtors to pay all Accounts directly to the Lockbox. If, notwithstanding such instructions, any Borrower receives any payments on Accounts, such Borrower shall deposit such payments into the Collateral Account. Each Borrower shall also deposit all other cash proceeds of Collateral regardless of source or nature directly into the Collateral Account. Until so deposited, the Borrowers shall hold all such payments and cash proceeds in trust for and as the property of the Lender and shall not commingle such property with any of their other funds or property. All deposits in the Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the Obligations.

     (ii) All items deposited in the Collateral Account shall be subject to final payment. If any such item is returned uncollected, the Borrowers will immediately pay the Lender, or, for items deposited in the Collateral Account, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to the applicable Borrower’s commercial account or other account. The Borrowers shall be liable as an endorser on all items deposited in the Collateral Account, whether or not in fact endorsed by a Borrower.

     (b)  Sweep of Funds . The Lender shall from time to time, in accordance with the Wholesale Lockbox and Collection Account Agreement, cause funds in the Collateral Account to be transferred to the Lender’s general account for payment of the Obligations. Amounts deposited in the Collateral Account shall not be subject to withdrawal by any Borrower, except after payment in full and discharge of all Obligations.

     Section 2.9 Voluntary Prepayment; Termination of the Credit Facility by the Borrowers . Except as otherwise provided herein, the Borrowers may prepay the Advances in whole at any time or from time to time in part. The Borrowers may terminate the Credit Facility at any time if they (i) give the Lender at least sixty (60) days advance written notice prior to the proposed Termination Date, and (ii) pay the Lender applicable termination fees in accordance with Section 2.6(g). If the Borrowers terminate the Credit Facility, all Obligations shall be immediately due and payable, and if the Borrowers give the Lender less than the required sixty (60) days advance written notice, then the interest rate applicable to borrowings evidenced by Revolving Note shall be the Default Rate for the period of time commencing sixty (60) days prior to the proposed Termination Date through the date that the Lender actually receives such written notice. If the Borrowers do not wish the Lender to consider renewal of the Credit Facility on the next Maturity Date, then the Borrowers shall give the Lender at least sixty (60) days written notice prior to the Maturity Date that they will not be requesting renewal. If the Borrowers fail to give the Lender such timely notice, then the interest rate applicable to borrowings evidenced by the Revolving Note shall be the Default Rate for the period of time commencing sixty (60) days prior to the Maturity Date through the date that the Lender actually receives such written notice.

     Section 2.10 Mandatory Prepayment . Without notice or demand, if the sum of the outstanding principal balance of the Revolving Advances plus the L/C Amount shall at any time exceed the Borrowing Base, the Borrowers shall (i) first, immediately prepay the Revolving Advances to the extent necessary to eliminate such excess; and (ii) if prepayment in full of the Revolving Advances is insufficient to eliminate such excess, pay to the Lender in immediately available funds for deposit in the Special Account an amount equal to the remaining excess. Any payment received by the Lender hereunder or under Section 2.9 may be applied to the Obligations, in such order and in such amounts as the Lender in its sole discretion may determine from time to time.

     Section 2.11 Revolving Advances to Pay Obligations . Notwithstanding the terms of Section 2.1, the Lender may, in its discretion at any time or from time to time, without the Borrowers’ request and even if the conditions set forth in Section 4.2 would not be satisfied, make a Revolving Advance in an amount equal to the portion of the Obligations from time to

time due and payable, and may deliver the proceeds of any such Revolving Advance to any affiliate of the Lender in satisfaction of any Wells Fargo Bank Affiliate Obligations.

     Section 2.12 Use of Proceeds . The Borrowers shall use the proceeds of Advances and each Letter of Credit to refinance outstanding indebtedness and for ordinary working capital purposes.

     Section 2.13 Liability Records . The Lender may maintain from time to time, at its discretion, records as to the Obligations. All entries made on any such record shall be presumed correct until the Borrowers establish the contrary. Upon the Lender’s demand, the Borrowers will admit and certify in writing the exact principal balance of the Obligations that the Borrowers then assert to be outstanding. Any billing statement or accounting rendered by the Lender shall be conclusive and fully binding on the Borrowers unless the Borrowers gives the Lender specific written notice of exception within thirty (30) days after receipt.

ARTICLE III

SECURITY INTEREST; OCCUPANCY; SETOFF

     Section 3.1 Grant of Security Interest . Each Borrower hereby pledges, assigns and grants to the Lender, for the benefit of itself and as agent for any affiliate of the Lender that may provide credit or services to the Borrowers that constitute Wells Fargo Bank Affiliate Obligations, a lien and security interest (collectively referred to as the “Security Interest”) in the Collateral, as security for the payment and performance of the Obligations. Upon request by the Lender, each Borrower will grant the Lender, for the benefit of itself and as agent for any affiliate of the Lender that may provide credit or services to the Borrowers that constitute Wells Fargo Bank Affiliate Obligations, a security interest in all commercial tort claims it may have against any Person.

     Section 3.2 Notification of Account Debtors and Other Obligors . The Lender may at any time a Default Period then exists notify any account debtor or other person obligated to pay the amount due that such right to payment has been assigned or transferred to the Lender for security and shall be paid directly to the Lender. The applicable Borrower will join in giving such notice if the Lender so requests. At any time after a Borrower or the Lender gives such notice to an account debtor or other obligor, the Lender may, but need not, in the Lender’s name or in such Borrower’s name, (a) demand, sue for, collect or receive any money or property at any time payable or receivable on account of, or securing, any such right to payment, or grant any extension to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the obligations (including collateral obligations) of any such account debtor or other obligor. The Lender may, in the Lender’s name or in a Borrower’s name, as such Borrower’s agent and attorney-in-fact, notify the United States Postal Service to change the address for delivery of such Borrower’s mail to any address designated by the Lender, otherwise intercept such Borrower’s mail, and receive, open and dispose of such Borrower’s mail, applying all Collateral as permitted under this Agreement and holding all other mail for such Borrower’s account or forwarding such mail to such Borrower’s last known address.

     Section 3.3 Assignment of Insurance . As additional security for the payment and performance of the Obligations, each Borrower hereby assigns to the Lender any and all monies (including proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights of such Borrower with respect to, any and all policies of insurance now or at any time hereafter covering the Collateral or any evidence thereof or any business records or valuable papers pertaining thereto, and such Borrower hereby directs the issuer of any such policy to pay all such monies directly to the Lender. At any time, whether or not a Default Period then exists, the Lender may (but need not), in the Lender’s name or in the applicable Borrower’s name, execute and deliver proof of claim, receive all such monies, endorse checks and other instruments representing payment of such monies, and adjust, litigate, compromise or release any claim against the issuer of any such policy.

     Section 3.4 Occupancy .

     (a)  Right to Possession Upon Default . Each Borrower hereby irrevocably grants to the Lender the right to take exclusive possession of its Premises at any time during a Default Period without notice or consent.

     (b)  Lender’s Use of Premises . The Lender may use the Premises only to hold, process, manufacture, sell, use, store, liquidate, realize upon or otherwise dispose of goods that are Collateral and for other purposes that the Lender may in good faith deem to be related or incidental purposes.

     (c)  Termination of Occupancy . The Lender’s right to hold the Premises shall cease and terminate upon the earlier of (i) payment in full and discharge of all Obligations and termination of the Credit Facility, or (ii) final sale or disposition of all goods constituting Collateral and delivery of all such goods to purchasers.

     (d)  No Obligation . The Lender shall not be obligated to pay or account for any rent or other compensation for the possession, occupancy or use of any of the Premises; provided , however , that if the Lender does pay or account for any rent or other compensation for the possession, occupancy or use of any of the Premises, the Borrowers shall reimburse the Lender promptly for the full amount thereof. In addition, the Borrowers will pay, or reimburse the Lender for, all taxes, fees, duties, imposts, charges and expenses at any time incurred by or imposed upon the Lender by reason of the execution, delivery, existence, recordation, performance or enforcement of this Agreement or the provisions of this Section 3.4.

     Section 3.5 License . Without limiting the generality of any other Security Document, the Borrower hereby grants to the Lender a non-exclusive, worldwide and royalty-free license to use or otherwise exploit all Intellectual Property Rights of such Borrower for the purpose of: (a) completing the manufacture of any in-process materials during any Default Period so that such materials become saleable Inventory, all in accordance with the same quality standards previously adopted by such Borrower for its own manufacturing and subject to such Borrower’s reasonable exercise of quality control; and (b) selling, leasing or otherwise disposing of any or all Collateral during any Default Period.

     Section 3.6 Financing Statement . Each Borrower authorizes the Lender to file from time to time, such financing statements against collateral described as “all personal property” or “all assets” or describing specific items of collateral including commercial tort claims as the Lender deems necessary or useful to perfect the Security Interest. All financing statements filed before the date hereof to perfect the Security Interest were authorized by the Borrowers and are hereby re-authorized. A carbon, photographic or other reproduction of this Agreement or of any financing statements signed by the applicable Borrower is sufficient as a financing statement and may be filed as a financing statement in any state to perfect the security interests granted hereby. For this purpose, the Borrowers represent and warrant that the following information is true and correct:

Names and addresses of Debtor:

Orion Energy Systems, Ltd.
1204 Pilgrim Road
Plymouth, Wisconsin 53073
Federal Employer Identification No. 39-1847269
Organizational Identification No. O017617

Great Lakes Energy Technologies, LLC
2001 Mirro Drive
Manitowoc, Wisconsin 54220
Federal Employer Identification No. 72-1582713
Organizational Identification No. G034942

Name and address of Secured Party:

Wells Fargo Bank, National Association,
acting through its Wells Fargo Business Credit operating division
100 East Wisconsin Avenue, Suite 1400
MAC N9811–143
Milwaukee, Wisconsin 53202

     Section 3.7 Setoff . The Lender may at any time or from time to time, at its sole discretion and without demand and without notice to anyone, setoff any liability owed to any Borrower by the Lender, whether or not due, against any Obligation, whether or not due. In addition, each other Person holding a participating interest in any Obligations shall have the right to appropriate or setoff any deposit or other liability then owed by such Person to any Borrower, whether or not due, and apply the same to the payment of said participating interest, as fully as if such Person had lent directly to the Borrowers the amount of such participating interest.

     Section 3.8 Collateral . This Agreement does not contemplate a sale of accounts, contract rights or chattel paper, and, as provided by law, the Borrowers are entitled to any surplus and shall remain liable for any deficiency. The Lender’s duty of care with respect to Collateral in its possession (as imposed by law) shall be deemed fulfilled if it exercises reasonable care in physically keeping such Collateral, or in the case of Collateral in the custody or possession of a bailee or other third person, exercises reasonable care in the selection of the

bailee or other third person, and the Lender need not otherwise preserve, protect, insure or care for any Collateral. The Lender shall not be obligated to preserve any rights a Borrower may have against prior parties, to realize on the Collateral at all or in any particular manner or order or to apply any cash proceeds of the Collateral in any particular order of application. The Lender has no obligation to clean-up or otherwise prepare the Collateral for sale. Each Borrower waives any right it may have to require the Lender to pursue any third person for any of the Obligations.

ARTICLE IV

CONDITIONS OF LENDING

     Section 4.1 Conditions Precedent to the Initial Advances and Letter of Credit . The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender:

     (a) This Agreement.

     (b) The Revolving Note.

     (c) A Standby Letter of Credit Agreement or Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit, if any, that Borrowers wish to have issued thereunder on the Funding Date.

     (d) A true and correct copy of any and all leases pursuant to which any Borrower is leasing the Premises, together with a landlord’s disclaimer and consent with respect to each such lease.

     (e) A true and correct copy of any and all mortgages pursuant to which any Borrower has mortgaged the Premises, together with, when required by the Lender, a mortgagee’s disclaimer and consent with respect to each such mortgage.

     (f) A true and correct copy of any and all agreements pursuant to which any Borrower’s property is in the possession of any Person other than such Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect such Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to such Borrower’s other than such Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from such Borrower and the Lender sufficient to protect such Borrower’s and the Lender’s interests in such Borrower’s goods from any claim by such secured party.

     (g) An acknowledgment and waiver of Liens from each warehouse in which any Borrower is storing Inventory.

     (h) A true and correct copy of any and all agreements pursuant to which any Borrower’s property is in the possession of any Person other than such Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of such Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect such Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than such Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from such Borrower and the Lender sufficient to protect such Borrower’s and the Lender’s interests in such Borrower’s goods from any claim by such secured party.

     (i) The Wholesale Lockbox and Collection Account Agreement.

     (j) Control agreements with each bank other than the Lender, if any, at which any Borrower maintains deposit accounts.

     (k) The Patent and Trademark Security Agreement.

     (l) The Mortgages.

     (m) Each Intercreditor Agreement duly executed by the creditor of Borrowers party thereto, and each acknowledged by the Borrowers.

     (n) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against any Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing.

     (o) A certificate of each Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of such Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of such Borrower’s Constituent Documents, and (iii) examples of the signatures of such Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on such Borrower’s behalf.

     (p) Current certificates issued by the Wisconsin Department of Financial Institutions, certifying that each of the Borrowers is in compliance with all applicable organizational requirements of the State of Wisconsin and is in active status.

     (q) Evidence that each Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary.

     (r) Certificate of an Officer of each Borrower confirming the representations and warranties set forth in Article V.

     (s) An authorized individuals letter regarding those Persons authorized to request Advances, confirm such request, and sign collateral reports.

     (t) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured.

     (u) The guaranty of Orion Aviation, Inc., pursuant to which such Guarantor unconditionally guarantees the full and prompt payment of all Obligations to the extent provided in such guaranty.

     (v) A Security Agreement, duly executed by Orion Aviation, Inc.

     (w) A certificate of Orion Aviation, Inc.’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of such Guarantor’s Directors and, if required, Owners, authorizing the execution, delivery and performance of such Guarantor’s guaranty and Guarantor Security Documents, (ii) true, correct and complete copies of such Guarantor’s Constituent Documents, and (iii) examples of the signatures of such Guarantor’s Officers or agents authorized to execute and deliver the guaranty and Guarantor Security Documents and other instruments, agreements and certificates on such Guarantor’s behalf.

     (x) Payment of the fees and commissions due under Section 2.6 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement.

     (y) Evidence that after making the initial Revolving Advance, satisfying the working capital obligations of the Borrowers owed to Hometown Bank, satisfying all trade payables older than thirty (30) days from due date, book overdrafts and closing costs, Availability shall be not less than Seven Hundred Fifty Thousand Dollars ($750,000).

     (z) A Customer Identification Information form and such other forms and verification as Lender may need to comply with the U.S.A. Patriot Act.

     (aa) With respect to the Mortgaged Real Estate (i) a flood hazard determination form, confirming whether or not the parcel is in a flood hazard area and whether or not flood insurance must be obtained, and, if the real estate is located in a flood hazard area, a policy of flood insurance, and (ii) a title report showing the applicable Borrower’s fee interest in its Mortgaged Real Estate, subject only to such prior liens as are acceptable to the Lender in its discretion.

     (bb) Such other documents as the Lender in its sole discretion may require.

     Section 4.2 Conditions Precedent to All Advances and Letters of Credit . The Lender’s obligation to make each Advance or to cause the issuance of a Letter of Credit shall be subject to the further conditions precedent that:

     (a) the representations and warranties contained in Article V are correct on and as of the date of such Advance or issuance of a Letter of Credit as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date; and

     (b) no event has occurred and is continuing, or would result from such Advance or issuance of a Letter of Credit which constitutes an Event of Default.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

     Each Borrower (as to such Borrower) represents and warrants to the Lender as follows:

     Section 5.1 Existence and Power; Name; Chief Executive Office; Inventory and Equipment Locations; Federal Employer Identification Number and Organizational Identification Number . The Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the state of Wisconsin and is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. The Borrower has all requisite power and authority to conduct its business, to own its properties and to execute and deliver, and to perform all of its obligations under, the Loan Documents. During its existence, the Borrower has done business solely under the names set forth in Schedule 5.1 . The Borrower’s chief executive office and principal place of business is located at the address set forth in Schedule 5.1 , and all of the Borrower’s records relating to its business or the Collateral are kept at that location. All Inventory and Equipment is located at that location or at one of the other locations listed in Schedule 5.1 . The Borrower’s federal employer identification number and organization identification number are correctly set forth in Section 3.6.

     Section 5.2 Capitalization . Schedule 5.2 constitutes a correct and complete list of the principal shareholders of Orion and rights to acquire ownership interests including the record holder, number of interests and percentage interests on a fully diluted basis, and an organizational chart showing the ownership structure of the Borrower and all Subsidiaries of the Borrower.

     Section 5.3 Authorization of Borrowing; No Conflict as to Law or Agreements . The execution, delivery and performance by the Borrower of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the Borrower’s Owners; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Borrower’s Constituent Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the

Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower.

     Section 5.4 Legal Agreements . This Agreement constitutes and, upon due execution by the Borrower, the other Loan Documents will constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

     Section 5.5 Subsidiaries . Except as set forth in Schedule 5.5 hereto, the Borrower has no Subsidiaries.

     Section 5.6 Financial Condition; No Adverse Change . The Borrower has furnished to the Lender its financial statements for the fiscal-year-to-date period ended November 30, 2005, and those statements fairly present the Borrower’s financial condition on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with generally accepted accounting principals. Since the date of the most recent financial statements, there has been no change in the Borrower’s business, properties or condition (financial or otherwise) which has had a Material Adverse Effect.

     Section 5.7 Litigation . There are no actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Affiliates or the properties of the Borrower or any of its Affiliates before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to the Borrower or any of its Affiliates, would result in a final judgment or judgments against the Borrower or any of its Affiliates in an amount in excess of Fifty Thousand Dollars ($50,000), apart from those matters specifically listed in Schedule 5.7 ; or result in a Material Adverse Effect.

     Section 5.8 Regulation U . The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

     Section 5.9 Taxes . The Borrower and its Affiliates have paid or caused to be paid to the proper authorities when due all federal, state and local taxes required to be withheld by each of them. The Borrower and its Affiliates have filed all federal, state and local tax returns which to the knowledge of the Officers of the Borrower or any Affiliate, as the case may be, are required to be filed, and the Borrower and its Affiliates have paid or caused to be paid to the respective taxing authorities all taxes as shown on said returns or on any assessment received by any of them to the extent such taxes have become due.

     Section 5.10 Titles and Liens . The Borrower has good and absolute title to all Collateral free and clear of all Liens other than Permitted Liens. No financing statement naming the Borrower as debtor is on file in any office except to perfect only Permitted Liens.

     Section 5.11 Intellectual Property Rights .

     (a)  Owned Intellectual Property . Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11 , (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to sue a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.

     (b)  Agreements with Employees and Contractors . As reasonably determined by the Borrower to be necessary in its business, the Borrower has entered into a legally enforceable agreements with such employees and subcontractors obligating each such Person to assign to the Borrower, without any additional compensation, any Intellectual Property Rights created, discovered or invented by such Person in the course of such Person’s employment or engagement with the Borrower (except to the extent prohibited by law), and further requiring such Person to cooperate with the Borrower, without any additional compensation, in connection with securing and enforcing any Intellectual Property Rights therein; provided , however , that the foregoing shall not apply with respect to employees and subcontractors whose job descriptions are of the type such that no such assignments are reasonably foreseeable.

     (c)  Intellectual Property Rights Licensed from Others . Schedule 5.11 is a complete list of all agreements under which the Borrower has licensed Intellectual Property Rights from another Person (“Licensed Intellectual Property”) other than readily available, non-negotiated licenses of computer software and other intellectual property used solely for performing accounting, word processing and similar administrative tasks (“Off-the-shelf Software”) and a summary of any ongoing payments the Borrower is obligated to make with respect thereto. Except as disclosed on Schedule 5.11 and in written agreements copies of which have been given to the Lender, the Borrower’s licenses to use the Licensed Intellectual Property are free and clear of all restrictions, Liens, court orders, injunctions, decrees, or writs, whether by written agreement or otherwise. Except as disclosed on Schedule 5.11 , the Borrower is not obligated or under any liability whatsoever to make any payments of a material nature by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any Intellectual Property Rights.

     (d)  Other Intellectual Property Needed for Business . Except for Off-the-shelf Software and as disclosed on Schedule 5.11 , the Owned Intellectual Property and the Licensed Intellectual Property constitute all Intellectual Property Rights used or necessary to conduct the Borrower’s business as it is presently conducted or as the Borrower reasonably foresees conducting it.

     (e)  Infringement . Except as disclosed on Schedule 5.11 , the Borrower has no knowledge of, and has not received any written claim or notice alleging, any Infringement of

another Person’s Intellectual Property Rights (including any written claim that the Borrower must license or refrain from using the Intellectual Property Rights of any third party) nor, to the Borrower’s knowledge, is there any threatened claim or any reasonable basis for any such claim.

     Section 5.12 Plans . Except as disclosed to the Lender in writing prior to the date hereof, neither the Borrower nor any ERISA Affiliate (i) maintains or has maintained any Pension Plan, (ii) contributes or has contributed to