(a) Accounting Terms. All accounting terms not specifically defined in the Agreement shall be construed in accordance with generally accepted accounting principles ("GAAP").

(b) Distribution shall mean (i) distribution of profits of the Borrower and (ii) the acquisition, redemption or retirement of all or any portion of the share interest of any shareholder by the Borrower or the remaining shareholders of the Borrower.

(c) Loan Documents. The Commitment Letter from the Bank to the Borrower dated June 29, 2012, Line of Credit Agreement dated July 27, 2012 and LOC Note and Security Agreement referred to therein, this Agreement, Term Promissory Note of even delivery herewith in the amount of $2,450,000.00 or such lesser amount as may have been advanced under the said LOC Note, any and all other Security Agreements between the Bank and the Borrower, any Guaranty, corporate resolutions and consents, and other documents delivered at or in connection with the closing of the Term Loan by

Borrower and Guarantor, and any and all modifications, renewals, extensions, or novations of any Loan Document.

(a) All instruments, certificates and agreements to be furnished to Bank hereunder shall be of such form and content as Bank shall require, and Borrower and Guarantor shall furnish such consents, authorizations and other instruments and agreements as Bank shall deem necessary to effectuate the intent of this Agreement.

(b) No event of default specified in Section 9 hereof and no event which with notice or lapse of time or both would become such an event of default shall have occurred and be continuing; and the representations and warranties of Borrower in Section 6 hereof shall be true on and as of the date of the making of the Term Loan with the same force and effect as if made on and as of such date.

(c) Borrower shall have taken appropriate corporate action to duly authorize the execution and delivery of this Agreement and the taking of all action called for by this Agreement, and Borrower shall have furnished to Bank certified copies of all such corporate action, an opinion of counsel as to the due authorization by the Borrower of the execution and delivery of this Agreement and the lack of any legal, regulatory or other restraint upon the Borrower from validly entering into this Agreement, and such other company documents as Bank may reasonably request.

(d) Borrower shall have executed and delivered to Bank the Term Note.

(e) As collateral security for the payment and performance of all of Borrower's obligations under this Agreement, the Term Note and any other obligations of Borrower to Bank now existing or hereafter arising, Borrower shall have executed and delivered to Bank a Security Agreement of even delivery with the LOC Note.

(f) Bank shall have received evidence satisfactory to it that the insurance required by the Commitment Letter is in effect with endorsements designating Bank as loss payee and a notice of cancellation provision satisfactory to Bank.

(a) Borrower is duly incorporated, validly existing and in good standing under the laws of the State of New York.

(b) Borrower has the requisite power and authority to transact the business in which it is engaged and is duly licensed or qualified and in good standing in each jurisdiction in which it is required to be so licensed or qualified.

(c) Borrower has full power and authority to enter into this Agreement, to respectively borrow hereunder and guarantee said borrowing, to execute and deliver the Term Note and any Security Agreement associated herewith and to take all action required of each under this Agreement, all of which has been duly authorized by all proper and necessary corporate action.

(d) The Loan Documents, when executed and delivered by Borrower, will constitute legal, valid and binding obligations of each enforceable in accordance with their respective terms.

(e) No consent, approval or authorization of, or registration, declaration or filing with, any governmental body or authority or other person or entity is required in connection with the valid execution, delivery or

performance of any Loan Document or in connection with any other transactions contemplated hereby, except insofar as such consents or approvals have already been obtained as of the date of this Agreement.

(f) Borrower has good and insurable title to all of its assets, subject to no charge, mortgage, pledge, assignment, security interest or other encumbrances, except for (i) security interests to be discharged upon closing of the Term Loan; (ii) other security interests in favor of the Bank; (iii) other interests disclosed upon any Schedule B hereto annexed; (iv) other interests disclosed by the Borrower to the Bank in the Borrower's financial data heretofore provided and not objected-to by the Bank.

(g) There are no actions, suits, or proceedings pending or threatened against Borrower or any Guarantor hereunder, that would constitute material litigation pursuant to Paragraph 7(E) hereunder and that have not been disclosed to the Bank prior to the execution of this Agreement.

(h) The Borrower is not in default under any indenture, mortgage, deed of trust, agreement, or other instrument to which it is a party or by which the property of the Borrower may be bound. The execution and delivery of the Loan Documents and the consummation of the transactions herein and therein contemplated, and compliance with the provisions hereof or thereof will not violate any law or regulation, or any order or decree of any court or governmental instrumentality, and will not conflict with, or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, agreement or other instrument to which Borrower is a party, or by which the property of Borrower is bound, or, will not violate any provision of any agreement among the shareholders of the Borrower.

(i) Borrower has duly complied with, and its business, operations, assets, equipment, property, leaseholds, and other facilities are in compliance with, the provisions of all applicable federal, state, and local environmental, health, and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder.

A. Keep proper books of account in a manner satisfactory to Bank. The Bank acknowledges that the accounting system, procedures, and forms in use as of the date hereof are satisfactory;

B. Permit, at Borrower's expense, inspections and audits by Bank or by its agents of all books, records and papers in the custody or control of the Borrower or of others relating to the financial business condition of the Borrower, including the making of copies thereof and abstracts therefrom, and inspection and appraisal of any of their assets, with reasonable notice and during regular business hours;

C. Deliver to the Bank the following:

D. Promptly pay all taxes, assessments and other governmental charges due from the Borrower, provided, however, that nothing herein contained shall be interpreted to require the payment of any such tax so long as its validity is being contested in good faith.

E. Promptly inform the Bank of the commencement of any material action, suit, proceeding or investigation against the Borrower, or the making of any counterclaim against it in any action, suit or proceeding, and of all liens against any property of either. An action, suit, proceeding, investigation, or lien shall be deemed material when in the aggregate the face amount of all such pending claims, reduced by the amounts (excluding deductibles and retained limit self-insurances) of indemnity insurance coverages acknowledged by the insurers as applicable thereto, exceeds $100,000.00.

F. Borrower is to maintain a Tangible Net Worth of $13,000,000 as determined by reference to the audited financial statements of the Borrower commencing with those for the fiscal year ending September 30, 2012. Tangible Net Worth is defined as the total value of all assets, excluding goodwill and intangible assets, less total liabilities.

G. Borrower is to maintain a Debt to Tangible Net Worth ratio of less than 2.5 : 1 as determined by reference to the audited financial statements of the Borrower commencing with those for the fiscal year ending September 30, 2012.

H. Borrower is to maintain a debt service coverage ratio of 1.10 to 1 as determined by reference to the audited financial statements of the Borrower commencing with those for the fiscal year ending September 30, 2012. Debt service coverage ratio is defined as:

I. Borrower shall permit such inspections and furnish such information additional to that required hereinabove, as the Bank may from time to time reasonably request.

A. without the prior written consent of the Bank having first been obtained, create, incur, or assume any security interest, mortgage, pledge, lien or other encumbrance upon any of your accounts receivable and inventory, whether now owned or hereafter acquired, except in the Bank's favor and except liens of taxes not in default or being contested in good faith; provided, however, that if any proceeding before the United States Tax Court, Borrower is adjudged liable for unpaid taxes and wish to appeal from such adjudication, it shall promptly take appropriate steps to stay assessment of any lien of such taxes;

B. sell, convey, lease or transfer any of its assets other than in the ordinary course of business, or merge or consolidate with or into any other company or corporation;

C. cause or suffer any event of default under any other agreement or credit facility between the Borrower and the Bank.

(a) Nonpayment, within ten (10) days after its due date, of any installment of principal of, or interest on, the Term Note, or nonperformance upon any other obligation of Borrower under the Loan Documents which remains uncured after the expiration of any grace period thereto relating; or

(b) Any Event of Default as defined in any Security Agreement or any other Loan Document; or

(c) If the subject matter of any certificate, statement, representation, warranty or audit heretofore or hereafter furnished by or on behalf of Borrower or any Guarantor pursuant to, in inducement of, or in connection with this Agreement (including, without limitation, the representations and warranties contained herein) shall prove to be untrue or misleading in any material respect or to have omitted any substantial contingent or unliquidated liability or claim against Borrower or any Guarantor; or

(d) The occurrence of any default or event of default that, under any other loan agreement, note, indenture, mortgage, security agreement or other agreement evidencing or securing other indebtedness of Borrower to Bank, creates in Bank a right to require immediate payment in full of such indebtedness; or

(e) Default by Borrower in the performance of the terms or conditions of any other agreement, whether now existing or hereafter arising relating to the indebtedness, with Bank, which default remains uncured after notice thereof has been furnished by the Bank to the Borrower and more than fifteen (15) have elapsed following such notice; or

(f) Any Security Agreement shall at any time after execution and delivery and for any reason cease (i) to create or sustain a valid and perfected first priority security interest in and to the property purported to be

subject to such Security Agreement (except with respect to permitted third-party encumbrances), or (ii) to be in full force and effect or shall be declared null and void, or the validity or enforceability thereof shall be contested by Borrower or any party claiming under or through such person or entity; or herein.

(g) The breach by Borrower of any affirmative or negative covenant set forth

(a) The Loan Documents together represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof; supersede all prior negotiations between the parties with respect to the subject matter hereof; cannot be amended, supplemented, modified or terminated orally (or by any course of conduct or usage of trade) and may be amended only by an agreement in writing duly executed by authorized officers of the parties hereto. Notwithstanding the foregoing, the Commitment Letter dated June 29, 2012 between the Borrower and the Bank remains in force and effect and to the extent of any express conflict between the Commitment Letter and the provisions of any Loan Document, the Commitment Letter controls. Furthermore, notwithstanding any provision to the contrary set forth in any

Security Agreement herewith associated, the security interests perfected by the UCC filings reference on Schedule B hereto annexed shall not constitute or cause a default or breach with respect to any warranties of title concerning collateral hereunder.

(b) No course of dealing and no failure on the part of Bank to exercise and no delay by Bank in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Bank of any right or power hereunder preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies herein expressed are cumulative and not exclusive of any other right or remedy which Bank may have.

(c) Any notice or demand to be given under any Loan Document shall be duly given and mailed by registered or certified mail to each of the parties below and shall be effective on the date of Mailing:

(d) This Agreement and the acts and obligations of the parties hereunder shall be construed and interpreted in accordance with the laws of the State of New York. In the event of any inconsistency between the terms and conditions of this Agreement and terms and conditions of any agreement or document executed and delivered in connection herewith (other than the Commitment Letter), the terms and conditions of the Term Note and Security Agreement shall control in the first instance and the terms and conditions of this agreement shall control in the second instance to the extent not inconsistent with the terms and conditions of the Term Note and Security Agreement.

(e) This Agreement and all documents executed pursuant hereto are binding upon and for the benefit of the respective successors and assignees of the parties.