LOAN AND SECURITY AGREEMENT

This LOAN AND SECURITY AGREEMENT dated as of June 27, 2009 (this "Agreement" ), is executed among EQUITY TRUST COMPANY, a South Dakota corporation ( "ETC" ), which has its chief executive office located at 225 Burns Road, Elyria, Ohio 44035, STERLING ADMINISTRATIVE SERVICES, LLC, a Texas limited liability company ( "SAS" ; ETC and SAS each a "Co-Borrower"   and collectively, the "Co-Borrowers" ), which has its chief executive office located at 7901 Fish Pond Road, Waco, Texas 76710, EQUITY ADMINISTRATIVE SERVICES, INC., an Ohio corporation (the "Guarantor" ), which has its chief executive office located at 225 Burns Road, Elyria, Ohio 44035 and STERLING TRUST COMPANY, a Texas trust company (the "Lender" ), whose address is 700 17 ^th Street, Denver Colorado 80202.

A.           Pursuant to the Acquisition Documents (as hereinafter defined), the Co-Borrowers are acquiring substantially all of the assets of and operations of the Lender.

B.           In connection therewith and in order to finance a portion of the purchase price for the Acquisition, the Co-Borrowers, and the Guarantor desire to enter into this Agreement with the Lender and (as applicable) to execute the Note and other Loan Documents to and in favor of the Lender.

C.           Pursuant to the Co-Borrowers' request, the Lender is willing to extend such financial accommodations to the Co-Borrowers under the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

Section 1.   DEFINITIONS .

1.1   Defined Terms .  For the purposes of this Agreement, the following capitalized words and phrases shall have the meanings set forth below.

"Acquired Business" shall mean the business of providing custody and administrative services for self-directed individual retirement accounts and qualified business retirement plans acquired pursuant to the Asset Purchase Agreement.

"Acquisition" shall mean the acquisition by the Co-Borrowers of the Acquired Business from the Lender.

"Acquisition Documents" shall mean (a) the Asset Purchase Agreement, including all schedules and exhibits thereto, and (b) each of the executory agreements entered into in connection with the Acquisition.

"Affiliate" of any Person shall mean (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person, and (c) with respect to the Lender, any entity administered or managed by the Lender, or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding, investing in, servicing or otherwise dealing with commercial loans.  A Person shall be deemed to be "controlled by" any other Person if such Person possesses, directly or indirectly, power to direct or cause the direction of

 the management and policies of such Person whether by contract, ownership of voting securities, membership interests or otherwise.

"Allocable Amount" shall have the meaning set forth in Section 14 hereof.

"Amended and Restated Subaccounting Agreement" shall mean that certain Amended and Restated Subaccounting Agreement dated June 27, 2009, the form of which is attached as an exhibit to the Asset Purchase Agreement.

"Asset Disposition" shall mean the sale, lease, license, assignment or other transfer (each a "Disposition" ) by a Co-Borrowers or any Subsidiary to any Person (other than a Co-Borrower or any Subsidiary) of any asset or right of a Co-Borrowers or any Subsidiary (including any Involuntary Disposition).

"Asset Purchase Agreement" shall mean that certain Asset Purchase Agreement dated as of April 7, 2009, by and among, among others, the Co-Borrowers and the Lender.

"Bankruptcy Code" shall mean the United States Bankruptcy Code, as now existing or hereafter amended.

"Business Day" shall mean any day other than a Saturday, Sunday, or a legal holiday on which banks are authorized or required to be closed for the conduct of commercial banking business in Dallas, Texas.

"Capital Expenditures" shall mean, with respect to any Person, all expenditures (including Capitalized Lease Obligations) which, in accordance with GAAP, would be required to be capitalized and shown on the balance sheet of such Person, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (b) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced.

"Capital Lease" shall mean, as to any Person, a   lease of any interest in any kind of property or asset, whether real, personal, or mixed, or tangible or intangible, by such Person, as lessee, that is, or should be, in accordance with Financial Accounting Standards Board Statement No. 13, as amended from time to time, or, if such statement is not then in effect, such statement of GAAP as may be applicable, recorded as a "capital lease" on the financial statements of such Person prepared in accordance with GAAP.

"Capital Securities" shall mean, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person's capital, whether now outstanding or issued or acquired after the date hereof, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, or any other equivalent of such ownership interest.

"Capitalized Lease Obligations" shall mean, as to any Person, all rental obligations of such Person as lessee under a Capital Lease which are or will be required to be capitalized on the books of such Person.

"Cash Equivalent Investment" shall mean, at any time, (a) any evidence of Debt, maturing not more than one year after such time, issued or guaranteed by the United States government or any agency thereof, (b) commercial paper, maturing not more than one year from the date of issue, or

corporate demand notes, in each case (unless issued by the Lender or its holding company) rated at least A-l by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. or P-l by Moody's Investors Service, Inc., (c) any certificate of deposit, time deposit or banker's acceptance, maturing not more than one year after such time, or any overnight Federal Funds transaction that is issued or sold by a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000, (d) any repurchase agreement entered into with a commercial banking institution of the nature referred to in clause (c) , which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a)  through (c)  above, and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of the commercial banking institution thereunder, (e) money market accounts or mutual funds which invest exclusively in assets satisfying the foregoing requirements, and (f) other short term liquid investments approved in writing by the Lender.

"Change in Control" shall mean the occurrence of any of the following events:   (a) the Current Shareholders, collectively, shall cease to own and control, directly or indirectly, at least fifty-one percent (51%) of the outstanding Capital Securities of each Co-Borrowers and the Guarantor; or (b) a Co-Borrower or the Guarantor shall cease to, directly or indirectly, own and control 100% of each class of the outstanding Capital Securities of each of its Subsidiaries.  For the purpose hereof, the terms "control" or "controlling" shall mean the possession of the power to direct, or cause the direction of, the management and policies of a Person by contract or voting of securities or ownership interests, and any pledge of any Capital Security which, if exercised, would result in a change of control under clause (a) above shall be deemed to be a loss of such "control".

"Closing Date" shall mean the date on which the Lender has received executed counterpart signature pages of this Agreement from each of the signatories and the conditions set forth in Section 3 have been fulfilled.

"Collateral" shall have the meaning set forth in Section  6.1 hereof.

"Collateral Access Agreement"   shall mean an agreement in form and substance reasonably satisfactory to the Lender pursuant to which a mortgagee or lessor of real property on which Collateral is stored or otherwise located, or a warehouseman, processor or other bailee of Inventory or other property owned by the Co-Borrowers or any Subsidiary, acknowledges the Liens of the Lender and waives or subordinates any Liens held by such Person on such property, and, in the case of any such agreement with a mortgagee or lessor, permits the Lender reasonable access to and use of such real property following the occurrence and during the continuance of an Event of Default to assemble, complete, sell, and/or remove any collateral stored or otherwise located thereon.

“Compliance Certificate” shall mean the Compliance Certificate to be provided by the Co-Borrowers to the Lender pursuant to this Agreement, in the form of Exhibit C , and all supporting schedules.

"Contingent Liability" and "Contingent Liabilities" shall mean, with respect to any Person respectively, each obligation and liability of such Person and all such obligations and liabilities of such Person incurred pursuant to any agreement, undertaking or arrangement by which such Person:  (a) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (b) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (c) undertakes or agrees (whether contingently or otherwise):

 (i) to purchase, repurchase, or otherwise acquire any indebtedness, obligation, or liability of any other Person or any property or assets constituting security therefor, (ii) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions, or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person, or (iii) to make payment to any other Person other than for value received; (d) agrees to lease property or to purchase securities, property, or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (e) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (f) undertakes or agrees otherwise to assure a creditor against loss.  The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be (x) the outstanding principal amount of the indebtedness, obligation, or other liability guaranteed or supported thereby at any time then due and payable, if such amount can be determined, or (y) if the amount described in clause (x) hereof cannot be so determined, the maximum permitted principal amount of the indebtedness, obligation, or other liability guaranteed or supported thereby.

" Contract " shall have the meaning set forth in the Asset Purchase Agreement.

" Current Shareholders " shall Richard Desich, Jeffery A. Desich and Richard A. Desich and any trusts or other Persons controlled by Richard Desich, Jeffery A. Desich and Richard A. Desich.

" Custodial Account " shall have the meaning set forth in the Asset Purchase Agreement.

" Custodial Agreements " shall have the meaning set forth in the Asset Purchase Agreement.

" Custodial Assets " shall have the meaning set forth in the Asset Purchase Agreement.

" Custodial Deposits " shall have the meaning set forth in the Asset Purchase Agreement.

" Custodial Rights " shall have the meaning set forth in the Asset Purchase Agreement.

"Debt" shall mean, as to any Person, without duplication, (a) all indebtedness of such Person for borrowed money of such Person (including principal, interest, fees and charges), whether or not evidenced by bonds, debentures, notes or similar instruments; (b) all obligations to pay the deferred purchase price of property or services; (c) all obligations, contingent or otherwise, with respect to the maximum face amount of all letters of credit (whether or not drawn), bankers' acceptances and similar obligations issued for the account of such Person, and all unpaid drawings in respect of such letters of credit, bankers' acceptances and similar obligations; (d) all indebtedness secured by any Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person (provided, however, if such Person has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall be deemed to be in an amount equal to the fair market value of the property subject to such Lien at the time of determination); (e) the aggregate amount of all Capitalized Lease Obligations of such Person; (f) all Contingent Liabilities of such Person, whether or not reflected on its balance sheet; (g) all Hedging Obligations of such Person; (h) all Debt of any partnership of which such Person is a general partner (except to the extent that such Debt is non-recourse to such Person); and (i) all monetary obligations of such Person under (i) a so-called synthetic, off-balance sheet, or tax retention lease, or (ii) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).  Notwithstanding the foregoing, Debt shall not include current trade payables and accrued expenses

incurred by such Person in accordance with customary practices and in the ordinary course of business of such Person.

"Default" shall mean any event which, with the giving of notice, the passage of time or both, would constitute an Event of Default.

"Default Rate" shall mean a per annum rate of interest equal to the rate then in effect plus two percent (2.00%).

"Depreciation" shall mean, with respect to any Person, the total amounts added to depreciation, amortization, obsolescence, valuation and other proper reserves, as reflected on such Person's financial statements and determined in accordance with GAAP.

"EBITDA" shall mean, with respect to any Person, for any period, the sum for such period and such Person (determined on a consolidated basis for such Person) of: (a) Net Income, plus (b) Interest Expense, plus (c) federal and state income taxes, plus (d) Depreciation, plus (e) non-cash management compensation expense, plus (f) all other non-cash charges, in each case to the extent included in determining Net Income for such period, plus (g) any cash expense incurred in connection with the Acquisition during such period plus (h) any other non-recurring expense or charge which has been deducted in calculating Net Income for such period and which has been approved by the Lender to be added back in calculating EBITDA.

"Eligible Assignee" means an Affiliate of the Lender.

"Employee Plan" shall mean with respect to any Person, each plan, fund, program, agreement, arrangement or scheme, including each plan, fund, program, agreement, arrangement or scheme maintained or required to be maintained under applicable law that is at any time sponsored or maintained or required to be sponsored or maintained by such Person or to which such Person makes or has made, or has or has had an obligation to make, contributions providing for employee benefits or for the remuneration, direct or indirect, of the employees, former employees, directors, officers, consultants, independent contractors, contingent workers or leased employees of such Person or the dependents of any of them (whether written or oral), including: each deferred compensation, bonus, incentive compensation, stock purchase, stock option and other equity compensation plan; each "welfare" plan (within the meaning of Section 3(1) of ERISA determined without regard to whether such plan is subject to ERISA); each "pension" plan (within the meaning of Section 3(2) of ERISA, determined without regard to whether such plan is subject to ERISA); and each severance, retention or change of control plan or agreement, health, supplemental unemployment benefit, hospitalization insurance, medical, dental, or life insurance, disability insurance, legal services and each other employee benefit plan, fund, program, agreement or arrangement.

"Environmental Laws" shall mean all present or future federal, state, or local laws, statutes, rules, regulations, ordinances and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case relating to any matter arising out of or relating to public health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, emission, release, threatened release, control or cleanup of any Hazardous Substance.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Event of Default" shall have the meaning set forth in Section 11 hereof.

"Excluded Property" means, collectively:

(a)           any lease, permit, or license or any agreement entered into by any Co-Borrower (i) that prohibits or requires the consent of any Person other than the Co-Borrowers and their Affiliates as a condition to the creation of a Lien on any right, title, or interest in such permit, license, or agreement or (ii) to the extent that any applicable law prohibits the creation of a Lien thereon, but, with respect to the prohibitions described in the foregoing clauses (i) and (ii) , only to the extent, and for as long as, such prohibition is not waived, terminated, or rendered unenforceable or otherwise deemed ineffective by the UCC or any applicable law;

(b)           fixed or capital assets owned by any Co-Borrower that are subject to a purchase money Lien or a Capital Lease if the agreement pursuant to which such Lien is granted (or in the document providing for such Capital Lease) prohibits or requires the consent of any Person other than the Co-Borrowers or any of their Affiliates as a condition to the creation of any other Lien on such equipment; provided, however, that, the foregoing exclusions shall in no way be construed (i) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (ii) to limit, impair, or otherwise affect the Lender's continuing security interests in and Liens upon any rights or interests of the Co-Borrowers in or to (A) monies due or to become due under any described contract, lease, permit, license, charter, or license agreement (including any Accounts), or (B) any proceeds, products, substitutions, or replacements of the sale, license, lease, or other disposition thereof (unless such proceeds, products, substitutions, or replacements would otherwise constitute Excluded Property), or (iii) to apply at any time that such prohibitions are no longer effective and enforceable or at any time that the consent of the other party to the agreement, as applicable, is obtained to the grant of a security interest in and to such asset in favor of the Lender;

(c)           all assets acquired in connection with a Permitted Acquisition that are subject to the Liens of another lender permitted by clause (n) of the definition of Permitted Liens; and

(d)           any right, title and interest of any Co-Borrower in and to the Acquisition Documents that is enforceable against the Lender, including any right to indemnification thereunder and any right arising as a result of the breach by the Lender of any obligation thereunder or any false representation or warranty thereunder; provided that each Co-Borrower agrees that any noncompetition, confidentiality or similar covenants contained in the Acquisition Documents shall no longer be binding on the Lender if the Lender re-acquires the assets acquired in the Acquisition under the terms of this Agreement as a result of the exercise of the rights and remedies hereunder;

provided , however , that in no event shall the term "Excluded Property" include any Custodial Agreements, Deposit Accounts, Subaccounting Agreements, any of the assets of the Acquired Businesses or otherwise acquired by the Co-Borrowers under or in connection with the Acquisition or any of the products and proceeds thereof.

"Funded Debt" shall mean, as to any Person, all indebtedness for borrowed money and that portion of Capitalized Lease Obligations that should be treated as principal in accordance with GAAP, in each case that matures more than one year from the date of the creation of such indebtedness (or such indebtedness that is renewable or extendible, at the option of such Person, to a date more than one year from such date).

"GAAP" shall mean generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards

Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination, provided, however, that interim financial statements or reports shall be deemed in compliance with GAAP despite the absence of footnotes and fiscal year-end adjustments as required by GAAP.

"Governmental Authority" shall mean any federal, state, municipal, foreign or other governmental department, agency, commission, board, bureau, court, tribunal, instrumentality, political subdivision, or other entity or officer exercising executive, legislative, judicial, regulatory or administrative functions for or pertaining to any government or court, in each case whether associated with the United States, a state, district or territory thereof, or a foreign entity or government.

"Guarantor Payment" shall have the meaning set forth in Section 14 hereof.

"Hazardous Substances" shall mean (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could reasonably be expected to become friable, urea formaldehyde foam insulation, dielectric fluid containing levels of polychlorinated biphenyls, radon gas, and mold; (b) any chemicals, materials, pollutant, or substances defined as or included in the definition of "hazardous substances", "hazardous waste", "hazardous materials", "extremely hazardous substances", "restricted hazardous waste", "toxic substances", "toxic pollutants", "contaminants", "pollutants" or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, the exposure to, or release of which is prohibited, limited or regulated by any Governmental Authority or for which any duty or standard of care is imposed pursuant to, any Environmental Law.

"Hedging Agreement" shall mean any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices.

"Hedging Obligation" shall mean, as of any date of determination, with respect to any Person, any liability of such Person under any Hedging Agreement.

"Indemnified Party" and "Indemnified Parties" shall mean, respectively, each of the Lender and any parent corporation, Affiliate or Subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents, and all of such parties and entities.

"Intellectual Property" shall mean the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, patents, service marks and trademarks, and all registrations and applications for registration therefor and all licensees thereof, trade names, domain names, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

"Interest Expense" shall mean, with respect to any Person, for any period, the sum of the following determined for such Person on a consolidated basis: (a) all interest and like charges payable with respect to that fiscal period to a lender in connection with borrowed money or the deferred purchase price of assets that are treated as interest in accordance with GAAP, plus (b) the portion of Capitalized Lease Obligations with respect to that fiscal period that should be treated as interest in accordance with GAAP, plus (c) all charges paid or payable (without duplication) during that period with respect to any Hedging Agreements.

"Interest Rate" shall mean, as of any date and subject to the proviso below, the Prime Rate in effect on such date; provided , however , that in no event shall the Interest Rate be less than 2.25% per annum or more than   4.25% per annum.

"Investment" shall mean, with respect to any Person, any investment in another Person, whether by acquisition of any debt or equity security, by making any loan or advance, or by becoming obligated with respect to a Contingent Liability in respect of obligations of such other Person (other than travel and similar advances to employees in the ordinary course of business).

"Involuntary Disposition" shall mean any loss of, damage to, destruction of, or any condemnation or other taking for public use of, any property of either Co-Borrower or any Subsidiary.

"Lien" shall mean, with respect to any Person, any interest granted by such Person in any real or personal property, asset, or other right owned or being purchased or acquired by such Person (including an interest in respect of a Capital Lease) which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, title retention lien, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.

"Liquidity" shall mean, with respect to any Person and at any time, all such Person's cash and Cash Equivalent Investments at such time.

"Loan Documents" shall mean each of the agreements, documents, instruments and certificates set forth in Section 3 hereof, and any and all such other instruments, documents, certificates and agreements from time to time executed and delivered by Obligor for the benefit of the Lender pursuant to any of the foregoing.

"Mandatory Prepayment" shall have the meaning set forth in Section  2.1(d)  hereof.

"Material Adverse Effect" shall mean (a) a material adverse change in, or a material adverse effect upon, the assets, business, properties, financial condition or results of operations of the Obligors taken as a whole, (b) a material impairment of the ability of the Obligors to perform any of the Obligations under any of the Loan Documents, or (c) a material adverse effect on (i) any substantial portion of the Collateral, (ii) the legality, validity, binding effect, or enforceability against the Obligors of any of the Loan Documents, (iii) the perfection or priority of any Lien encumbering any substantial portion of the Collateral granted to the Lender under any Loan Document, or (iv) the rights or remedies of the Lender under any Loan Document.

"Maturity Date" shall mean June 26, 2016.

"Net Cash Proceeds" shall mean:

(a)   with respect to any Asset Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance or by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by either Co-Borrower pursuant to such Asset Disposition net of (i) the reasonable direct costs relating to such sale, transfer, or other disposition (including sales commissions and legal, accounting and investment banking fees), (ii) taxes paid or reasonably estimated by a Co-Borrower to be payable by the applicable Co-Borrower or any Subsidiary as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), and (iii) amounts required to be applied to the repayment of any Debt of the applicable Co-Borrower secured by a prior Lien on the asset subject to such Asset Disposition (other than the Term Loan); and

(b)   with respect to any issuance of Capital Securities, the aggregate cash proceeds received by either Co-Borrower or any Subsidiary pursuant to such issuance, net of the reasonable direct costs of either Co-Borrower or such Subsidiary relating to such issuance

(including sales and underwriters' commissions).

"Net Income" shall mean, with respect to any Person and for any period, the net income (or loss) of such Person for such period as determined in accordance with GAAP on a consolidated basis, excluding any gains or losses from Dispositions, any extraordinary gains or losses and any gains or losses from discontinued operations.

"Net Worth" means, in respect of a Person and as of any applicable date of determination, all amounts which, in conformity with GAAP, would be included as stockholders' equity on a balance sheet of such Person.

"Non-Excluded Taxes" shall have the meaning set forth in Section  2.3(a)  hereof.

"Note" shall mean a promissory note in the form prepared by and acceptable to the Lender, dated as of the date hereof, in the principal amount of the Term Loan and maturing on the Maturity Date, duly executed by the Co-Borrowers and payable to the order of the Lender, together with any and all renewal, extension, modification or replacement notes executed by the Co-Borrowers and delivered to the Lender and given in substitution therefor.

"Obligations" shall mean the Term Loan and all interest accrued thereon (including interest which would be payable post-petition in connection with any bankruptcy or similar proceeding, whether or not permitted as a claim thereunder), any fees due the Lender hereunder, any expenses incurred by the Lender hereunder and all other liabilities and obligations under this Agreement or any other Loan Document, howsoever created, arising or evidenced, whether direct or indirect, joint or several, absolute or contingent, now or hereafter existing, or due or to become due, together with any and all renewals, extensions, restatements or replacements of any of the foregoing.

"Obligor" shall mean each Co-Borrower, any Subsidiary of a Co-Borrower that is joined as an "Obligor" pursuant to Section 9.9 and the Guarantor.

"Organizational Identification Number" means, with respect to a Person, the organizational identification numbers assigned to such Person by the applicable governmental unit or agency of the jurisdictions of organization of such Person.

"Other Taxes" shall mean any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from the execution, delivery, enforcement or registration of, or otherwise with respect to, this Agreement or any of the other Loan Documents.

"Permitted Acquisition" shall have the meaning set forth in Section 9.2 .

"Permitted Asset Disposition" shall mean (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, lease, assignment, or other transfer of obsolete or worn-out property which is no longer used or useful in the conduct of the business of a Co-Borrower or any Subsidiary; (c) the sale of delinquent receivables in the ordinary course of business in connection with the collection or compromise thereof, to the extent that the amount of such delinquent receivables so sold does not exceed $750,000 individually or in the aggregate for both Co-Borrowers and their Subsidiaries in any one fiscal year; and (d) the sale, lease, assignment, or other transfer of property by any Subsidiary of a Co-Borrower to such Co-Borrower or another Subsidiary of such Co-Borrower, provided that such property continues to constitute Collateral.

"Permitted Liens" shall mean (a) Liens for Taxes, assessments or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith

by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and in respect of which no Lien has been filed; (b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law, and (ii) Liens in the form of deposits or pledges incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds, and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services, which do not in the aggregate materially detract from the value of the property or assets of a Co-Borrower or its Subsidiaries  or materially impair the use thereof in the operation of a Co-Borrower's or such a Subsidiaries' business and, in each case, for which it maintains adequate reserves in accordance with GAAP and in respect of which no Lien has been filed; (c) Liens described on Schedule 9.1 as of the Closing Date and the replacement, extension, or renewal of any such Lien upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof, excluding the effect of the capitalization of interest); (d) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $250,000 in the aggregate arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings and to the extent such judgments or awards do not constitute an Event of Default under Section  11.7 hereof; (e) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Co-Borrowers or any of their Subsidiaries; (f) Liens arising in connection with Capitalized Lease Obligations (and attaching only to the property being leased) not prohibited by this Agreement; (g) Liens that constitute purchase money security interests on any property securing Debt not prohibited by this Agreement and incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within thirty (30) days of the acquisition thereof and attaches solely to the property so acquired; (h) Liens granted to the Lender hereunder and under the Loan Documents; (i) rights of lessees or sublessees in assets leased by a Co-Borrower or a Subsidiary; (j) rights of set-off upon cash deposits with depository institutions; (k) Liens of a collecting bank as provided pursuant to Section 4-210 of the UCC; (l) Liens of sellers of goods under Article 2 of the UCC securing the unpaid purchase price for such goods and related expenses (and attaching only to the goods purchased); (m) Liens encumbering the assets acquired in the Acquisition that were in existence prior to the Closing Date which were not disclosed by the Lender to the Co-Borrowers under the Asset Purchase Agreement; and (n) Liens encumbering assets acquired in a Permitted Acquisition; provided that (i) such Lien extends only to the assets acquired; (ii)  any such Lien attaches to such property within thirty (30) days of the acquisition thereof; and (iii) the holder of such Liens enters into an intercreditor agreement with the Lender in form and substance satisfactory to the Lender to specifically define the assets in which each such party shall have a first priority Lien and to set forth such other provisions protecting the Lender’s rights in and to the Collateral as the Lender may reasonably request.

"Person" shall mean any natural person, partnership, limited liability company, corporation, trust, joint venture, joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity, whether acting in an individual, fiduciary or other capacity.

"Prime Rate" shall mean the floating per annum rate of interest which at any time, and from time to time, shall be most recently published by the Wall Street Journal as the prime rate.  The effective date of any change in the Prime Rate shall for purposes hereof be the date the Prime Rate changes.  The Lender shall not be obligated to give notice of any change in the Prime Rate.

"Regulatory Action" shall mean the issuance against any Obligor of any formal administrative action, temporary or permanent, by any federal or state regulatory agency having jurisdiction or control over such Obligor, such action taking the form of, but not limited to: (a) any formal directive citing conditions or activities deemed to be unsafe or unsound or breaches of fiduciary duty or law or regulation; (b) a cease and desist order; (c) the suspension or removal of Jeffrey A. Desich as an executive officer or director of an Obligor; or (d) any breach of a capital maintenance agreement.

"Regulatory Capital Requirements" shall mean the regulatory capital required by any Governmental Authority.

"Regulatory Change" shall mean the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any Governmental Authority or any central bank or other fiscal, monetary or other authority having jurisdiction over the Lender or its lending office, in each case which occurs after the date of this Agreement.

"Subaccounting Agreements" shall mean any Contract pursuant to which any Co-Borrower provides, on behalf of or as agent for a bank or other financial institution, sub-accounting, record-keeping or other services with respect to account activities in Custodial Accounts held by such Co-Borrower with such bank or other financial institution, including the Amended and Restated Subaccounting Agreement.

"Subsidiary" and "Subsidiaries" shall mean, respectively, with respect to any Person, each and all such corporations, partnerships, limited partnerships, limited liability companies, limited liability partnerships, joint ventures or other entities of which or in which such Person owns, directly or indirectly, such number of outstanding Capital Securities as have more than fifty percent (50.00%) of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity.  Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of the Co-Borrowers, but, with respect to the Co-Borrowers, shall not include Unrestricted Subsidiaries.

"Taxes" shall mean any and all present and future taxes, duties, levies, imposts, deductions, assessments, charges or withholdings, and any and all liabilities (including interest and penalties and other additions to taxes) with respect to the foregoing.

"Term Loan" shall mean the portion of the purchase price for the Acquisition financed hereby in the original principal amount of $46,049,830.06.

"UCC" shall mean the Uniform Commercial Code in effect in the state of Texas from time to time.

"United Western Bank" shall mean United Western Bank, a federal savings bank, whose address is 700 17 ^th Street, Denver Colorado 80202.

"Unrestricted Subsidiaries" shall have the meaning set forth in Section 9.9.

"Voidable Transfer" shall have the meaning set forth in Section 13.19 hereof.

"Wholly-Owned Subsidiary" shall mean any Subsidiary of which or in which any Co-Borrower owns, directly or indirectly, one hundred percent (100%) of the Capital Securities of such Subsidiary.

1.2   Accounting Terms .  Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily given them in accordance with GAAP.  Calculations and determinations of financial and accounting terms used and not otherwise specifically defined hereunder and the preparation of financial statements to be furnished to the Lender pursuant hereto shall be made and prepared, both as to classification of items and as to amount, in accordance with GAAP as used in the preparation of the financial statements of each Obligor on the date of this Agreement.  If any changes in accounting principles or practices from those used in the preparation of the financial statements are hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor thereto or agencies with similar functions), which results in a material change in the method of accounting in the financial statements required to be furnished to the Lender hereunder or in the calculation of financial covenants, standards or terms contained in this Agreement, the parties hereto agree to enter into good faith negotiations to amend such provisions so as equitably to reflect such changes to the end that the criteria for evaluating the financial condition and performance of each Obligor will be the same after such changes as they were before such changes; and if the parties fail to agree on the amendment of such provisions, each Obligor will furnish financial statements in accordance with such changes, but shall provide calculations for all financial covenants, perform all financial covenants and otherwise observe all financial standards and terms in accordance with applicable accounting principles and practices in effect immediately prior to such changes.  Calculations with respect to financial covenants required to be stated in accordance with applicable accounting principles and practices in effect immediately prior to such changes shall be reviewed and certified by each Obligor's accountants.

1.3   Other Terms Defined in UCC .  All other capitalized words and phrases used herein and not otherwise specifically defined herein shall have the respective meanings assigned to such terms in the UCC, to the extent the same are used or defined therein.

1.4   Other Interpretive Provisions .

(a)   The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.  Whenever the context so requires, the neuter gender includes the masculine and feminine, the single number includes the plural, and vice versa, and in particular the word "Co-Borrowers" shall be so construed.

(b)   Section and Schedule references are to this Agreement unless otherwise specified.  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.

(c)   The term "including" is not limiting, and means "including, without limitation".

(d)   In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each mean "to but excluding", and the word "through" means "to and including".

(e)   Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to

any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation.

(f)   To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Agreement, the provisions of this Agreement shall govern.

(g)   This Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters.  All such limitations, tests and measurements are cumulative and each shall be performed in accordance with its terms.

Section 2.   LENDER FINANCING .

2.1   Term Loan .

(a)   Term Loan .  Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties of the Obligors set forth herein and in the other Loan Documents, the Lender agrees to finance a portion of the purchase price for the Acquisition in the principal amount equal to the Term Loan.  The financing provided by the Lender shall be effective on the Closing Date.  The Term Loan shall partially finance the Acquisition.  The Term Loan may be prepaid in whole or in part on any date of the payment of any installment of principal without penalty, but shall be due in full on the Maturity Date.

(b)   Interest and Payments .  Except as otherwise provided in this Section  2.1(b) , the principal amount of the Term Loan outstanding from time to time shall bear interest at the Interest Rate.  Accrued and unpaid interest on the Term Loan outstanding from time to time, shall be due and payable monthly, in arrears, commencing on August 1, 2009, and continuing on the first (1 ^st ) day of each calendar month thereafter, and on the Maturity Date.  From and after maturity, or after the occurrence and during the continuation of an Event of Default, interest on the outstanding principal balance of the Term Loan shall accrue at the Default Rate and shall be payable upon demand from the Lender.

(c)   Interest and Principal Payments .  Payments of principal shall be made in eighty-four (84) equal monthly installments each in the amount of $548,212.26, together with an additional amount representing accrued and unpaid interest on the principal amount of the Term Loan outstanding as set forth above,   beginning on August 1, 2009, and continuing on the first (1 ^st ) day of each month thereafter, with a final payment of all outstanding principal and accrued interest due on the Maturity Date.  Principal amounts repaid on the Term Loan may not be borrowed again.

(d)   Prepayment .  The Co-Borrowers shall make a prepayment (the "Mandatory Prepayment" ) of the outstanding principal amount of the Term Loan until paid in full upon the occurrence of any of the following events, at the following times and in the following amounts:

(i)   within five (5) calendar days after the receipt by any Co-Borrower or by any Subsidiary of any Net Cash Proceeds from any Asset Disposition other than a Permitted Asset Disposition, in an amount equal to 100% of such Net Cash Proceeds; provided that if a Co-Borrower shall deliver to the Lender a certificate to the effect that the applicable Co-Borrower or Subsidiary intends to apply the Net Cash Proceeds from such event, within 180 days after receipt of such Net Cash Proceeds, to acquire real property, equipment or other tangible assets to be used in the business of the applicable Co-Borrower or Subsidiary, and certifying that no Default or Event of Default has

occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of such event except to the extent of any Net Cash Proceeds therefrom that have not been so applied by the end of such 180-day period, at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds that have not been so applied.

(ii)   Concurrently with the receipt by any Co-Borrower or by any Subsidiary of any Net Cash Proceeds from any issuance of Capital Securities   in an amount equal to 100% of such Net Cash Proceeds, excluding however, (A) any issuance of Capital Securities pursuant to any employee or director option program, benefit plan or compensation program, (B) any issuance of Capital Securities by a Subsidiary to any Co-Borrower or another Subsidiary or (C) any issuance of Capital Securities by a Co-Borrower, if a Co-Borrower shall deliver to the Lender a certificate to the effect that the applicable Co-Borrower intends to apply the Net Cash Proceeds from such event, within 120 days after receipt of such Net Cash Proceeds, to pay the purchase price for a Permitted Acquisition, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of such event except to the extent of any Net Cash Proceeds therefrom that have not been so applied by the end of such 120-day period, at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds that have not been so applied.

Voluntary prepayments may be made on any scheduled payment date, without premium or penalty.  The principal amount of all prepayments shall be applied as follows: first, to any expenses, legal fees or other fees due and owing, second, to any outstanding interest, and third, to the principal amount of the Term Loan, and shall be applied to reduce each remaining installments of the Term Loan by an amount equal to the amount of the prepayment divided by the number of installments remaining.

2.2   Interest and Fee Computation; Collection of Funds .  Except as otherwise set forth herein, all interest and fees shall be calculated on the basis of a year consisting of 360 days and shall be paid for the actual number of days elapsed.  Principal payments submitted in funds not immediately available shall continue to bear interest until collected.  If any payment to be made by the Co-Borrowers hereunder or under the Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment.  Notwithstanding anything to the contrary contained herein, the final payment due under the Term Loan must be made by wire transfer or other immediately available funds.  All payments made by the Co-Borrowers hereunder or under any of the Loan Documents shall be made without setoff, counterclaim, or other defense.  To the extent permitted by applicable law, all payments hereunder or under any of the Loan Documents (including any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by the Co-Borrowers free and clear of, and without deduction or withholding for, or account of, any taxes now or hereinafter imposed by any taxing authority.

2.3   Taxes .

(a)   All payments made by the Obligors under the Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Lender as a result of a present or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or

taxing authority thereof or therein (other than any such connection arising solely from the Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document).  If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions, or withholdings (collectively, "Non-Excluded Taxes" ) or Other Taxes are required to be withheld from any amounts payable to the Lender hereunder, the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement.

(b)   The Co-Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)   At the request of the Co-Borrowers and at the Co-Borrowers' sole cost, the Lender shall take reasonable steps to (i) contest its liability for any Non-Excluded Taxes or Other Taxes that have not been paid, or (ii) seek a refund of any Non-Excluded Taxes or Other Taxes that have been paid.

(d)   Whenever any Non-Excluded Taxes or Other Taxes are payable by the Co-Borrowers, as promptly as possible thereafter the Co-Borrowers shall send to the Lender a certified copy of an original official receipt received by the Co-Borrowers showing payment thereof.  If the Co-Borrowers fail to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required receipts or other required documentary evidence or if any Governmental Authority seeks to collect a Non-Excluded Tax or Other Tax directly from the Lender for any other reason, the Co-Borrowers shall indemnify the Lender on an after-tax basis for any incremental taxes, interest or penalties that may become payable by the Lender.

(e)   The agreements in this Section shall survive the satisfaction and payment of the Obligations and the termination of this Agreement.

2.4   Nature of Term Loan .  The Term Loan shall constitute one general obligation of the Co-Borrowers, and shall be secured by Lender's priority security interest in and Lien upon all of the Collateral and by all other security interests, Liens, claims and encumbrances heretofore, now or at any time or times hereafter granted by either Co-Borrower and or any Subsidiary to the Lender.

Section 3.   CONDITIONS OF BORROWING .

3.1   Conditions Precedent .  Notwithstanding any other provision of this Agreement, the Lender shall not be required to finance a portion of the purchase price of the Acquisition as contemplated hereby unless and until all the following conditions shall have occurred (provided that the Lender may, in its sole discretion and at any time, waive or not require the occurrence of any such condition):

(a)   Loan Documents .  The Co-Borrowers shall have executed and delivered to the Lender all of the following Loan Documents, all of which must be satisfactory to the Lender and the Lender's counsel in form, substance and execution:

(i)   This Agreement .  This Agreement duly executed by the Co-Borrowers and the Guarantor.

(ii)   Note .  The Note duly executed by the Co-Borrowers, as set forth in Exhibit A .

(iii)   Guaranty .  A guaranty agreement dated as of the date of this Agreement executed by the Guarantor, as set forth in Exhibit B .

(iv)   Collateral Access Agreement .  Collateral Access Agreements dated as of the date of this Agreement, from the owner, lessor, or mortgagee, as the case may be, of the real estate located (A) at 1101 Wooded Acres, Suite 115, Waco, Texas, (B) 7901 Fish Pond Road, Waco, Texas, (C) 225 Burns Road, Elyria, Ohio, and (D) 201 South Phillips Avenue, Sioux Falls, South Dakota, consisting where Collateral is stored or otherwise located, in the form prepared by and reasonably acceptable to the Lender.

(v)   Deposit Account .  A Deposit Account opened and maintained with United Western Bank for the operating bank accounts of the Co-Borrowers and their Subsidiaries with a deposit control agreement relating to such Deposit Account in the form prepared by and acceptable to the Lender.

(vi)   Search Results; Lien Terminations .  Copies of UCC search reports dated such a date as is reasonably acceptable to the Lender, listing all effective financing statements which name either Co-Borrower and any of their Subsidiaries, under their present names and any previous names, as debtors, together with (A) copies of such financing statements, and (B) such other UCC termination statements as the Lender may reasonably request.  No additional financing statement shall appear on such reports after the delivery of such reports to the Lender.

(vii)   Organizational and Authorization Document .  Copies of (A) the articles of incorporation or organization and bylaws   or operating agreement, all as the case may be, of each Co-Borrower and the Guarantor; (B) resolutions of the board of directors or managers, as the case may be, of each Co-Borrower and the Guarantor approving and authorizing such Person's execution, delivery and performance of the Loan Documents to which it is party, and the transactions contemplated thereby; (C) signature and incumbency certificates of the officers or managers, as the case may be, of each Co-Borrower and the Guarantor, executing any of the Loan Documents, each of which each the Co-Borrower and the Guarantor hereby certifies to be true and complete, and in full force and effect without modification, it being understood that the Lender may conclusively rely on each such document and certificate until formally advised by the Co-Borrowers and the Guarantor of any changes therein; and (D) good standing certificates in the state of incorporation of the Co-Borrowers and the Guarantor and in each other state requested by the Lender.

(viii)   Insurance .  Evidence satisfactory to the Lender of the existence of insurance required to be maintained pursuant to Section  8.6 , together with evidence that the Lender has been named as a lender's loss payee, mortgagee, and as an additional insured on all related insurance policies.

(ix)   Legal Opinions .  The opinion of counsel to the Obligors as to the due execution and enforceability of the Loan Documents and such other matters as the Lender shall require.

(x)   Additional Documents .  Such other certificates, schedules, resolutions, opinions of counsel, notes and other documents which are provided for hereunder or which the Lender shall require, including UCC financing statements, required by law or

reasonably requested by the Lender to be filed, registered or recorded to create or perfect the Liens intended to be created hereunder.

(b)   Acquisition Conditions .  The following conditions shall have occurred with respect to the Acquisition:

(i)   Acquisition Documents .  The Lender shall have received fully executed copies of the Acquisition Documents, each of which shall be in form and substance reasonably satisfactory to the Lender.

(ii)   Consummation of Acquisition .  The Acquisition will be consummated in accordance with the terms of the Acquisition Documents.

(iii)   Governmental Authority Approval .  All necessary regulatory approvals by Governmental Authorities shall have been obtained by both the Co-Borrowers and the Lender.

3.2   Satisfaction of Conditions Precedent .  The Lender's execution of this Agreement shall be deemed to be the Lender's acknowledgement that all documents required to be delivered as a condition to finance the purchase price of the Acquisition as herein set forth have been received and are satisfactory to the Lender and its counsel.

Section 4.   NOTE EVIDENCING TERM LOAN .

4.1   Note .  The Term Loan shall be evidenced by the Note.  At the time of the Closing Date or a repayment made in whole or in part thereon, a notation thereof shall be made on the books and records of the Lender.  All amounts recorded shall be, absent demonstrable error, conclusive and binding evidence of (a) the principal amount of the Term Loan, (b) any accrued and unpaid interest owing on the Term Loan and (c) all amounts repaid on the Term Loan.  The failure to record any such amount or any error in recording such amounts shall not, however, limit or otherwise affect the obligations of the Co-Borrowers under the Note to repay the principal amount of the Term Loan, together with all interest accruing thereon.

Section 5.   MANNER OF BORROWING .

5.1   Borrowing Procedures .  The Lender shall finance a portion of the purchase price of the Acquisition concurrently with the consummation of the Acquisition and upon the satisfaction (or waiver or determination by the Lender not to require the occurrence) of the conditions precedent set forth in Section 3 .  The Co-Borrowers do hereby irrevocably confirm, ratify and approve the Term Loan by the Lender and, consistent with and subject to the provisions of Section 13.18 , does hereby indemnify the Lender against losses and expenses (including court costs and attorneys' and paralegals' fees) and shall hold the Lender harmless with respect thereto.

5.2   Automatic Debit .  In order to effectuate the timely payment of any of the Obligations when due, the Co-Borrowers hereby authorize and direct the Lender, at the Lender's option, to debit any due and payable amount of the Obligations to any ordinary deposit account of the Co-Borrowers maintained with the Lender or any Affiliate of the Lender.

Section 6.   SECURITY FOR THE OBLIGATIONS .

6.1   Security for Obligations .  As security for the payment and performance of the Obligations, each Co-Borrower does hereby pledge, assign, transfer, deliver, and grant to the Lender, for

its own benefit, a continuing and unconditional first-priority security interest (subject to Permitted Liens) in and to any and all of its assets and property (including any and all assets or property of the Acquired Business acquired or to be acquired as a result of the Acquisition, but not including any of its Excluded Property), of any kind or description, tangible or intangible, wheresoever located and whether now existing or hereafter arising or acquired, including the following (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the "Collateral" ):

(a)   all property of, or for the account of, the Co-Borrower now or hereafter coming into the possession, control or custody of, or in transit to, the Lender or any agent or bailee for the Lender or any parent, Affiliate or Subsidiary of the Lender or any participant with the Lender in the Term Loan (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), including all earnings, dividends, interest, or other rights in connection therewith and the products and proceeds therefrom, including the proceeds of insurance thereon; and

(b)   the additional property of the Co-Borrower, whether now existing or hereafter arising or acquired, and wherever now or hereafter located, together with all additions and accessions thereto, substitutions, betterments and replacements therefor, products and Proceeds therefrom, and all of the Co-Borrower's books and records and recorded data relating thereto (regardless of the medium of recording or storage), together with all of the Co-Borrower's right, title and interest in and to all computer software required to utilize, create, maintain and process any such records or data on electronic media, identified and set forth as follows:

(i)   All Accounts and all Goods whose sale, lease or other disposition by the Co-Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, the Co-Borrower, or rejected or refused by an Account Debtor;

(ii)   All Inventory, including raw materials, work-in-process and finished goods;

(iii)   All Goods (other than Inventory), including embedded software, Equipment, vehicles, furniture and Fixtures;

(iv)   All Software and computer programs;

(v)   All Securities, Investment Property, Financial Assets and Deposit Accounts;

(vi)   All Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of Credit Rights, all proceeds of letters of credit, Health-Care-Insurance Receivables, Supporting Obligations, notes secured by real estate, Commercial Tort Claims (including all Commercial Tort Claims set forth on Schedule 6.1 ), and General Intangibles, including Payment Intangibles, Custodial Agreements and Subaccounting Agreements; and

(vii)   All Proceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property, including all insurance policies and proceeds of insurance payable by reason of loss or damage to the foregoing property, including unearned premiums, and of eminent domain or condemnation awards.

For avoidance of doubt, Collateral shall not include Custodial Assets, but shall include Custodial Rights.

6.2   Possession and Transfer of Collateral .  Except in connection with the payment in full of all Obligations, the cancellation or surrender of any Note, upon payment or otherwise, shall not affect the right of the Lender to retain the Collateral for any other of the Obligations.

6.3   Financing Statements .  The Co-Borrowers shall, at the Lender's request, at any time and from time to time, execute and deliver to the Lender such documents and do such acts as the Lender deems necessary in order to establish and maintain valid, attached and perfected first-priority (subject to Permitted Liens) security interests in the Collateral in favor of the Lender, free and clear of all Liens (other than Permitted Liens) and claims and rights of third parties whatsoever, except Permitted Liens.  The Co-Borrowers hereby irrevocably authorize the Lender at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto without the signature of the Co-Borrowers that (a) indicate the Collateral (i) comprises all assets of the Co-Borrowers or words of similar effect, regardless of whether any particular asset comprising a part of the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed, or (ii) as being of an equal or lesser scope or within greater detail as the grant of the security interest set forth herein, and (b) contain any other information required by Section 5 of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Co-Borrowers are organizations, the type of organizations and any Organizational Identification Numbers issued to each Co-Borrower, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the real property to which the Collateral relates.  The Co-Borrowers agree to furnish any such information to the Lender promptly upon request.  The Co-Borrowers further ratify and affirm their authorization for any financing statements and/or amendments thereto, executed and filed by the Lender in any jurisdiction prior to the date of this Agreement.  In addition, the Co-Borrowers shall make appropriate entries on their books and records disclosing the Lender's security interests in the Collateral.

6.4   Preservation of the Collateral .  The Lender may, but is not required, to take such actions from time to time as the Lender reasonably deems appropriate to maintain or protect the Collateral.  The Lender shall have exercised reasonable care in the custody and preservation of the Collateral if the Lender takes such action as the Co-Borrowers shall reasonably request in writing which is not inconsistent with the Lender's status as a secured party, but the failure of the Lender to comply with any such request shall not be deemed a failure to exercise reasonable care; provided, however, the Lender's responsibility for the safekeeping of the Collateral shall (a) be deemed reasonable if such Collateral is accorded treatment substantially equal to that which the Lender accords its own property, and (b) not extend to matters beyond the control of the Lender, including acts of God, war, insurrection, riot or governmental actions.  In addition, any failure of the Lender to preserve or protect any rights with respect to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested by the Co-Borrowers, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral.  The Co-Borrowers shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of the Co-Borrowers and the Lender in the Collateral against prior or third parties.  Without limiting the generality of the foregoing, where Collateral consists in whole or in part of securities, the Co-Borrowers represent to, and covenant with, the Lender that the Co-Borrowers have made arrangements for keeping informed of changes or potential changes affecting the securities (including rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Co-Borrowers agree that the Lender shall have no responsibility or liability for informing the Co-Borrowers of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto.

6.5   Other Actions as to any and all Collateral .  The Co-Borrowers further agree to take any other action reasonably requested by the Lender to ensure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Lender to enforce, the Lender's security interest in any and all of the Collateral, including (a) causing the Lender's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the Lender's security interest in such Collateral, (b) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the Lender's security interest in such Collateral, (c) using commercially reasonable efforts to obtain governmental and other third party consents and approvals, including any consent of any licensor, lessor or other Person obligated on Collateral, (d) using commercially reasonable efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Lender, and (e) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction.  The Co-Borrowers further agree to indemnify and hold the Lender harmless against claims of any Persons not a party to this Agreement concerning disputes arising over the Collateral, except for claims arising from Liens encumbering the assets acquired in the Acquisition and other matters, in each case, that were in existence prior to the Closing Date which were not disclosed by the Lender to the Co-Borrowers under the Acquisition Agreement.

6.6   Collateral in the Possession of a Warehouseman or Bailee .  If any of the Collateral at any time is in the possession of a warehouseman or bailee, the Co-Borrowers shall promptly notify the Lender thereof, and shall use their reasonable efforts to promptly obtain a Collateral Access Agreement; provided, however, that if at any time the aggregate amount of all Inventory in the possession of such warehouseman or bailee exceeds five percent (5.00%) of the aggregate amount of all Inventory at such time, then the Co-Borrowers shall promptly obtain a Collateral Access Agreement with respect thereto.  The Lender agrees with the Co-Borrowers that the Lender shall not give any instructions to such warehouseman or bailee pursuant to any such Collateral Access Agreement unless an Event of Default has occurred and is continuing, or would occur after taking into account any action by the Co-Borrowers with respect to such warehouseman or bailee.

6.7   Letter-of-Credit Rights .  If any Co-Borrower at any time is a beneficiary under a letter of credit now or hereafter issued in favor of such Co-Borrower involving an amount available to be drawn thereunder in excess of $250,000, the Co-Borrowers shall promptly notify the Lender thereof and, at the request and option of the Lender, the Co-Borrowers shall, pursuant to an agreement in form and substance satisfactory to the Lender, either (a) arrange for the issuer and any confirmer of such letter of credit to consent to a collateral assignment to the Lender of the proceeds of any drawing under the letter of credit, or (b) arrange for the Lender to become the transferee beneficiary of the letter of credit, with the Lender agreeing, in each case, that the proceeds of any drawing under the letter to credit are, after the occurrence and during the continuation of an Event of Default, to be applied as provided in this Agreement.

6.8   Commercial Tort Claims .  If the Co-Borrowers shall at any time hold or acquire a Commercial Tort Claim in excess of $250,000, the Co-Borrowers shall immediately notify the Lender in writing signed by the Co-Borrowers of the details thereof and grant to the Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, in each case in form and substance satisfactory to the Lender, and shall execute any amendments hereto deemed reasonably necessary by the Lender to perfect its security interest in such Commercial Tort Claim.

6.9   Electronic Chattel Paper and Transferable Records .  If the Co-Borrowers at any time holds or acquires an interest in any electronic chattel paper or any "transferable record", as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in

Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Co-Borrowers shall promptly notify the Lender thereof and, at the request of the Lender, shall take such action as the Lender may reasonably request to vest in the Lender control under Section 9-105 of the UCC of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.  The Lender agrees with the Co-Borrowers that the Lender will arrange, pursuant to procedures satisfactory to the Lender and so long as such procedures will not result in the Lender's loss of control, for the Co-Borrowers to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control.

6.10   Certain Deposit Accounts .  In addition to and without limiting the generality of any of the foregoing provisions of this Section 6 , each Co-Borrower hereby covenants and agrees that, with respect to each Deposit Account set forth on Schedule 6.10 , it shall execute and deliver, and cause such financial institution where such Deposit Account is maintained to execute and deliver, a control agreement among such financial institution, the Co-Borrowers and the Lender, in form and substance satisfactory to the Lender, pursuant to which the Lender perfects its security interest in such Deposit Account and all proceeds thereof by control.

6.11   Release of Collateral .  The Lender shall, concurrently with any sale, transfer, or other disposition of any Collateral that is permitted by this Agreement or any other Loan Document, execute such agreements, documents, or instruments as the Co-Borrowers may from time to time reasonably request to evidence or effectuate the release of the Lender's Lien thereon.

Section 7.   REPRESENTATIONS AND WARRANTIES .

To induce the Lender to finance a portion of the purchase price of the Acquisition as contemplated hereby, each Obligor makes the following representations and warranties to the Lender as of the date hereof (after giving effect to the Acquisition and other transactions contemplated by the Acquisition Documents) and as of the Closing Date, each of which representations and warranties shall survive the execution and delivery of this Agreement:

7.1   Organization and Name .  ETC is a corporation duly organized, validly existing and in good standing under the laws of the State of South Dakota, with full and adequate corporate power to carry on and conduct its business as presently conducted, SAS is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas, with full and adequate limited liability company power to carry on and conduct its business as presently conducted, the Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, and each Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.  Each Obligor and each Subsidiary is duly licensed or qualified in all foreign jurisdictions wherein the nature of its activities require such qualification or licensing, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect.  ETC's Organizational Identification Number is 4478845.  SAS's Organizational Identification Number is 0801105425.  Guarantor's Registration Number is 1361919.  The exact legal name of each Co-Borrower is as set forth in the first paragraph of this Agreement, and, as of the Closing Date, each Co-Borrower does not conduct, nor has it during the last five (5) years conducted, business under any other name or trade name.  The Co-Borrowers and the Guarantor are duly authorized to conduct trust operations in the State of South Dakota, the State of Texas and in each other state in which it is necessary to conduct their trust operations.

7.2   Authorization .  Each Obligor has full corporate or limited liability company, as the case may be, right, power, and authority to enter into this Agreement and execute and deliver the Loan Documents as provided herein, and to perform all of its duties and obligations under this Agreement and the other Loan Documents.  The execution and delivery of this Agreement and the other Loan Documents will not, and the observance or performance of any of the matters and things herein or therein set forth will not, violate or contravene any provision of law or of the governing documents of the respective Obligor.  All necessary and appropriate corporate or limited liability company, as the case may be, action has been taken on the part of the Obligors to authorize the execution and delivery of this Agreement and the other Loan Documents.

7.3   Validity and Binding Nature .  This Agreement and the other Loan Documents are the legal, valid and binding obligations of the Obligors, enforceable against the Obligors in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors' rights generally and to general principles of equity.

7.4   Consent; Absence of Breach .  The execution, delivery, and performance of this Agreement and the other Loan Documents by the Obligors, do not and will not (a) require any consent, approval, authorization of, or filings with, notice to or other act by or in respect of, any Governmental Authority or any other Person (other than any consent or approval (i) which has been obtained and is in full force and effect or (ii) which is required from a party to any contract to which the Obligor is a party (whether directly or by virtue of the Acquisition) and where the failure to obtain such consent or approval could not reasonably be expected to have a Material Adverse Effect); (b) violate any provision of law or any applicable regulation, order, writ, injunction or decree of any court or Governmental Authority; (c) violate or conflict with (i) the governing documents of the Obligors or any of their Subsidiaries or (ii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Obligors or any of their Subsidiaries or any of their respective properties or assets (other than where such violation or conflict could not reasonably be expected to have a Material Adverse Effect); or (d) require, or result in, the creation or imposition of any Lien on any asset of the Obligors or any of their Subsidiaries, other than Liens in favor of the Lender created pursuant to this Agreement and Permitted Liens.

7.5   Ownership of Properties; Liens .  Each Obligor is the sole owner or has other rights in all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like), other than Permitted Liens.

7.6   Subsidiaries; Equity Ownership .  As of the Closing Date, there are no Subsidiaries of the Obligors.  All issued and outstanding Capital Securities   of the Obligors and each of their Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than Permitted Liens or Liens on the Capital Securities of the Obligors that would not constitute a Change in Control, if any, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities.  As of the Closing Date, except as set forth in Schedule 7.6 , there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities   of the Obligors and each of their Subsidiaries.

7.7   Intellectual Property .  Except for matters relating to Intellectual Property acquired in the Acquisition that were required to be disclosed pursuant to the Asset Purchase Agreement by the Lender but were not, the breach by the Lender of covenants required to be performed by the Lender under the Asset Purchase Agreement relating to Intellectual Property acquired in the Acquisition and for matters

relating to such Intellectual Property which the Lender has provided the Co-Borrowers indemnification under the Asset Purchase Agreement, the Obligors own and possess or have a license or other right to use all Intellectual Property, as are necessary for the conduct of the businesses of the Obligors, without any infringement upon rights of others which could reasonably be expected to have a Material Adverse Effect, and no claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property nor does the Obligors know of any valid basis for any such claim, in each case which could reasonably be expected to have a Material Adverse Effect upon the Obligors.

7.8   Financial Statements .  All financial statements submitted by and in respect of the each Obligor to the Lender have been prepared in accordance with GAAP on a basis, except as otherwise noted therein, consistent with the previous fiscal year and present fairly in all material respects the financial condition of each Obligor and the results of the operations for each Obligor as of such date and for the periods indicated.  Since the date of the initial financial statement of an Obligor submitted by the Obligor to the Lender, there has been no change in the financial condition or in the assets or liabilities of the Obligor having a Material Adverse Effect.

7.9   Litigation and Contingent Liabilities .  There is no litigation, arbitration proceeding, demand, charge, claim, petition or governmental investigation or proceeding pending, or to the knowledge of the Obligors, threatened, against the Obligors, which, if adversely determined, might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 7.9 or except for any litigation, arbitration proceeding, demand, charge, claim, petition or governmental investigation or proceeding relating to the Acquired Business that were required to be disclosed pursuant to the Asset Purchase Agreement by the Lender but were not, the breach by the Lender of covenants required to be performed by the Lender under the Asset Purchase Agreement relating to such matters and for matters relating thereto for which the Lender has provided the Co-Borrowers indemnification under the Asset Purchase Agreement.  Other than any liability incident to such litigation or proceedings and except as set forth in Schedule 7.9 , the Obligors have no material guarantee obligations (other than the guaranty agreement executed by the Guarantor in connection with this Agreement), contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not fully-reflected or fully reserved for in the most recent audited financial statements delivered pursuant to Section 8.8(a)  or fully-reflected or fully reserved for in the most recent quarterly financial statements delivered pursuant to Section  8.8(d) (provided that such financial statements do not reflect such guaranty obligations, contingent liabilities, liabilities for taxes or long-term leases, or forward or long-term commitments that were incurred after the date of such financial statements).

7.10   Event of Default .  As of the Closing Date, no Event of Default or Default exists or would result from the incurrence by the Obligors of any of the Obligations hereunder or under any of the other Loan Document, and the Obligors are not in default (without regard to grace or cure periods) under any other contract or agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect, except for defaults relating to agreements relating to the Acquired Business that were required to be disclosed pursuant to the Asset Purchase Agreement by the Lender but were not, the breach by the Lender of covenants required to be performed by the Lender under the Asset Purchase Agreement relating to such agreements and for matters relating thereto for which the Lender has provided the Co-Borrowers indemnification under the Asset Purchase Agreement.

7.11   Adverse Circumstances .  Except for matters relating to the Acquired Business that were required to be disclosed pursuant to the Asset Purchase Agreement by the Lender but were not, the breach by the Lender of covenants required to be performed by the Lender under the Asset Purchase Agreement relating to such matters and for matters relating thereto for which the Lender has provided the Co-

Borrowers indemnification under the Asset Purchase Agreement, as of the Closing Date, no condition, circumstance, event, agreement, document, instrument, restriction, litigation, or proceeding (or threatened litigation or proceeding or basis therefor) exists which (a) could reasonably be expected to have a Material Adverse Effect, or (b) would constitute an Event of Default or Default.

7.12   Environmental Laws and Hazardous Substances .

(a)   No Obligor has generated, used, stored, treated, transported, manufactured, handled, produced, or disposed of any Hazardous Substances, on or off any of the premises of the Obligors (whether or not owned by it) in any manner which at any time violates in any material respect any Environmental Law or any license, permit, certificate, approval, or similar authorization thereunder.

(b)   Each Obligor will comply in all material respects with all Environmental Laws and will obtain all licenses, permits certificates, approvals and similar authorizations thereunder.

(c)   As of the Closing Date, except as described in this Section  7.12 , there has been no investigation, proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other Person, nor is any pending or, except as described in this Section  7.12 , to the best of the Obligors' knowledge, threatened in writing against any of the Obligors.

(d)   The Obligors shall immediately notify the Lender upon becoming aware of any investigation, proceeding, complaint, order, directive, claim, citation or notice of the kind described in the foregoing clause  (c) , and shall take prompt and appropriate actions to respond thereto, with respect to any material non-compliance with, or material violation of, the requirements of any Environmental Law by any Obligor or the release, spill, or discharge, threatened or actual, of any Hazardous Substances or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Substances or any other environmental, health or safety matter, which materially adversely affects any Obligor or their business, operations or assets or any properties at which any Obligor has transported, stored or disposed of any Hazardous Substances.

(e)   As of the Closing Date, except as described in this Section  7.12 , no Obligor has any material liability, contingent or oth