Upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Agreement), the Lender may, among other things: terminate its commitments to the Borrowers (including terminating or suspending its obligation to make loans and advances); declare all outstanding loans, interest and fees to be immediately due and payable; take possession of and sell any pledged assets and other collateral; and exercise any and all rights and remedies available to it under the Uniform Commercial Code or other applicable law. In the event of the insolvency or bankruptcy of any Borrower, all commitments of the Lender shall automatically terminate and all outstanding loans, interest and fees shall be immediately due and payable. Events of default include, among other things, failure to pay any amounts when due; material misrepresentation; default in the performance of any covenant, condition or agreement to be performed that is not cured within 20 days after notice from the Lender; default in the performance of obligations under certain subordinated debt, which includes the Company’s note payable to the former shareholder of Datrix (including actual or attempted termination of a subordination agreement with the former shareholder of Datrix); default in the payment of other indebtedness or other obligation with an outstanding principal balance of more than $50,000, or of any other term, condition or covenant contained in the agreement under which such obligation is created, the effect of which is to allow the other party to accelerate such payment or to terminate the agreements; a breach by a Borrower under certain material agreements, the result of which breach is the suspension of the counterparty’s performance thereunder, delivery of a notice of acceleration or termination of such agreement; the insolvency or bankruptcy of any Borrower; the entrance of any judgment against any Borrower in excess of $50,000, which is not fully covered by insurance; any divestiture of assets or stock of a subsidiary constituting a substantial portion of Borrowers’ assets; the occurrence of a change in control (as defined in the Loan Agreement); certain collateral impairments; a contribution failure with respect to any employee benefit plan that gives rise to a lien under ERISA; and the occurrence of any event which Lender determines could be reasonably expected to have a material adverse effect (as defined in the Loan Agreement).

Datrix Note

          As discussed above, in connection with the Company’s acquisition of Datrix, the Company issued a subordinated, non-negotiable promissory note dated August 13, 2009 to the former shareholder of Datrix (“Shareholder”) in the principal amount of $1.05 million (“Datrix Note”). The Datrix Note bears interest at an annual rate of 6%, provided, however, that upon the occurrence of an event of default (as defined in the Datrix Note) and during the continuance thereof, at Shareholder’s option, the outstanding principal amount under the Datrix Note shall bear interest at an annual rate of 10%. The principal amount of the Datrix Note is due and payable in three equal annual installments of $350,000 beginning on August 13, 2010 plus accrued and unpaid interest. Amounts outstanding under the Datrix Note shall automatically become immediately due and payable upon the sale of assets of the Company attributable to 90% or more of the Company’s consolidated sales volume or upon the direct or indirect acquisition of beneficial ownership of 50% or more of the combined voting power of the Company’s then-outstanding voting securities. Amounts owing under the Datrix Note are unsecured and subordinated to the Company’s obligations pursuant to the Loan Agreement discussed above.

          The Company has the right to withhold and set off against amounts due under the Datrix Note for certain claims for indemnification pursuant to the agreement governing the Company’s acquisition of Datrix. Upon the occurrence and during the continuance of an event of default (as defined in the Datrix Note), Shareholder may, among other things, declare the entire unpaid principal balance of the Datrix Note, together with all accrued interest, immediately due and payable. Immediate acceleration of such amounts will occur automatically in the event of the Company’s insolvency or bankruptcy. Events of default include, among other things, the Company’s failure to pay amounts due under the Datrix Note and such failure continues for 10 days; the insolvency or bankruptcy of the Company; the Company’s liquidation, winding up, dissolution, or suspension of operations in excess of 90 days; and the occurrence and continuation of an event of default as set forth in the Loan Agreement described above.

          The foregoing summary of the new credit facility, the Loan Agreement and the Datrix Note does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, the Datrix Note and other material agreements entered into in connection with such documents, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2009.