LOAN AGREEMENT

THIS LOAN AGREEMENT (the Agreement) is made and entered into as of _________,_________,_________(M,D,Y) by and between AAA CORPORATION, a _________(STATE) corporation (AAA), and BBB, INC., a _________(STATE) corporation (BBB).  Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the Stock Purchase Agreement, dated as of  _________,_________,_________(M,D,Y)(the Stock Purchase Agreement), by and between AAA and BBB.

WHEREAS, AAA and BBB are parties to that certain Stock Purchase Agreement pursuant to which AAA will acquire certain shares of BBB's common stock; and

WHEREAS, in connection with working capital purposes and for its other corporate purposes, BBB seeks to obtain, and AAA has agreed to provide, a loan in the principal amount of _________ Dollars ($,_________).

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and for other good and valuable consideration, it is agreed as follows:

SECTION 1 AMOUNT AND TERMS OF THE LOAN

1.1 Loan. AAA hereby agrees, upon the terms and subject to the conditions hereof and of the Note (as hereinafter defined), to extend a loan to BBB (the Loan) in the principal amount of _________ Dollars ($,_________).

1.2 Repayment of Loan. On the closing Date and as a condition to consummation of the transactions contemplated by the Stock Purchase Agreement, the entire unpaid principal balance of the Loan, together with all interest accrued and unpaid thereon, shall be due and payable in full; provided, however, that, upon request from BBB, AAA shall apply the cash portion of the Purchase Price against the total amount outstanding and due on the Closing Date. In the event the Stock Purchase Agreement is terminated for any reason in accordance with its terms, (i) the entire unpaid principal balance of the Loan, together with all interest accrued and unpaid thereon, shall be due and payable on _________,_________,_________(M,D,Y), and (ii) BBB shall issue to AAA options to purchase up to _________ shares of BBB's common stock, which shall be immediately exercisable at an exercise price of _________$ per share, and which option shall be subject to such other terms and conditions as are applicable to the options which have been granted during the two (2) years prior to the date hereof to executive officers of BBB pursuant to their respective stock option agreements.

1.3. Prepayment. BBB shall have the right to prepay all or any portion of the outstanding principal balance of the Loan, form time to time at any time, upon two (2) business days advance written notice to AAA, without premium or penalty; provided that, at the time of any such prepayment, BBB shall pay to AAA all interest accrued and unpaid on that portion of the principal balance of the Loan being prepaid.

1.4. Interest. The Loan shall bear interest at the rate of eight percent (8%) per annum. Interest shall be calculated on the basis of a 365-day year and actual days elapsed.

1.5 Note and Loan Documents. All obligations of BBB to AAA under the Loan shall be evidenced by a promissory note of BBB made payable to the order of AAA in the principal amount of _________ Dollars ($,_________), in the form attached hereto as Exhibit A (the Note). this Agreement and all instruments and documents executed in connection with the Loan, including without limitation the Note and any other agreements, contracts, security agreements, assignments and other documents executed to secure the Loan, are referred to in this Agreement as the Loan Documents.

SECTION 2 REPRESENTATIONS AND WARRANTIES

To induce AAA to enter into this Agreement and to make the Loan contemplated hereby, BBB represents and warrants to AAA that:

2.1 Organization, Standing, Power, Etc.  BBB is a corporation duly organized, validly existing and in good standing under the laws of the State of _________, and has all necessary power and authority to own its properties, to carry on its business as now being conducted and to execute, deliver and perform this Agreement and all other Loan Documents to which it is a party.

2.2 Authorization. The execution, delivery and performance by BBB of this Agreement, the borrowings hereunder and the execution, delivery and performance of each of the Loan Documents to which it is a party:

(a) have been duly authorized by all requisite corporate action, including, without limitation, by the Board of Directors of BBB;

(b) will not violate any provisions of law, or BBB's Certificate of Incorporation, as amended to the date hereof; and

(c) except as set forth in Schedule 2.2, will not violate or be in conflict with, result in a breach of, or constitute a default under, any material indenture, agreement or other instrument to which BBB is a party or by which BBB or any of its properties is bound, or any order, writ, injunction or decree of any court of governmental institution (other than such violations, breaches and defaults as shall have been waived prior to the funding of the Loan).

2.3 Enforceability. This Agreement and all other Loan Documents to which BBB is a party referred to herein, when executed and delivered by BBB hereunder or thereunder, will constitute legal, valid and binding obligations of BBB, enforceable against it in accordance with their respective terms.

2.4 Use of Proceeds. The proceeds of the Loan shall be used for working capital and for other corporate purposes, and BBB will not use any portion of such proceeds for the benefit of any person other than BBB and its wholly-owned subsidiaries.

SECTION 3 CONDITIONS PRECEDENT

The obligations of AAA under this Agreement are subject to the following conditions precedent:

3.1 Supporting Documents.  AAA shall have received from BBB on or prior to the date of funding under the Loan:

(a) a certificate of the Secretary of BBB dated as of the date of the funding under the Loan, certifying as to: (i) resolutions of the Board of Directors of BBB authorizing the execution, delivery and performance of this Agreement, the borrowing hereunder, and the execution and delivery to AAA of the other Loan Documents to which it is a party, and the full force and effect of such resolutions on the date of the funding under the Loan, and (ii) the incumbency and signature of each of the officers of BBB signing this Agreement and the other Loan Documents to which it is a party;

(b) the Note, duly executed by BBB; and

(c) the Security Agreement, substantially in the form attached hereto as Exhibit B, duly executed by BBB.

3.2 Representations and Warranties. The representations and warranties of BBB contained herein shall be true and correct in all material respects as of the date of funding under the Loan, and AAA shall have received from BBB on or prior to such date a certificate of the Chairman of the Board, the President or the Executive Vice President of BBB certifying to such effect.

SECTION 4 AFFIRMATIVE COVENANTS

BBB covenants and agrees with AAA, that from the date hereof and so long as this Agreement remains in effect, or any obligations under the Note remain outstanding and unpaid, unless AAA shall otherwise consent in writing delivered to BBB, it shall:

4.1 Existence. Do or cause to be done all things necessary to preserve, renew and keep in full force and effect the existence of BBB.

4.2 Notice.  Give prompt written notice to AAA of all Events of Default (as defined below) or any default of which BBB becomes aware, under any of the terms and provisions of this Agreement, the Loan Documents or Senior Indebtedness (as defined below).

4.3 Books and Records.  Keep and maintain full and accurate accounts and records of its operations according to generally accepted accounting principles consistently applied, and permit AAA or any of its designated officers, employees, agents and representatives, to have access thereto, and to make examination thereof, to make audits, and to inspect and otherwise check the properties, real, personal and mixed, of BBB at all reasonable times upon reasonable notice.

4.4 Guaranties by Subsidiaries. During the term hereof, BBB shall cause each of its subsidiaries, if and when formed, to execute a guaranty in form and substance reasonably satisfactory to AAA.

SECTION 5 THE CLOSING

5.1 Funding Date. The funding of the Loan hereunder shall occur on the business day designated by BBB to AAA in writing at least two business days prior thereto; provided, that all conditions precedent have been satisfied.

SECTION 6 EVENTS OF DEFAULT

6.1 Events of Default. Upon an occurrence of the following events (each, an Event of Deault), the principal amount outstanding, plus all interest accrued thereon, shall be immediately due and payable upon the delivery by AAA to BBB notice hereof.

(a) Nonpayment of principal and interest hereunder when and as the same shall become due hereunder;

(b) The failure by BBB to observe or perform any term, covenant or condition contained in the Loan Documents, and such failure shall not have been cured within the period of grace, if any, provided therein;

(c) The entry by BBB of any agreement providing for any merger, consolidation, reorganization, liquidation, winding up, or dissolution (or if BBB suffers any liquidation or dissolution), or if BBB conveys, sells, assigns, leases, transfers, or otherwise disposes of, in one transaction or a series of transactions, substantially all of its business, property or assets, whether now owned or hereafter acquired, except for a merger in which BBB is the surviving entity;

(d) Voluntary or involuntary bankruptcy, reorganization, insolvency, arrangement, receivership or similar proceedings are commenced by or against BBB, and such proceedings continue undismissed for 60 days;

(e) One or more final judgments (for which no appeal may be taken) for the payment of money in excess of $,_________ in the aggregate are outstanding against BBB or against any property or assets, and any such judgment has remained unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of 30 days from the date of its entry; or

(f) BBB fails to pay principal, interest or premium with respect to any Senior Indebtedness of BBB in an aggregate principal amount greater than _________ Dollars ($,_________,) or fails to perform, observe or fulfill any term or covenant contained in any agreement or instrument under or pursuant to which any such Senior Indebtedness may have been issued, created, assumed, guaranteed or secured by BBB, and such default continues beyond the period of grace, if any, specified therein and permits the holder of such Senior Indebtedness to accelerate the maturity thereof.

SECTION 7 SUBORDINATION

7.1 Subordination. Payments under this Agreement are subordinated to repayment of all Senior Indebtedness (as defined in the next sentence), but only to the extent and in the manner provided in this Section 7.1. Senior Indebtedness shall mean all indebtedness owed by BBB to CCC Corporation (CCC) pursuant to that certain Loan and Security Agreement, dated as of _________,_________,_________(M,D,Y), as amended (the CCC Facility), by and between CCC and BBB and all indebtedness owed to DDD Bank (DDD) pursuant to that certain Loan and Security Agreement, dated as of _________,_________,_________(M,D,Y), as amended (the DDD Facility) by and between DDD and BBB. BBB shall not further amend or otherwise modify the CCC Facility or the DDD Facility without the prior written consent (which consent shall not be unreasonably withheld) of AAA.

(a) Upon any payment or distribution of the assets of BBB, whether in cash, property or securities, from any source whatsoever, to creditors upon any dissolution, winding-up, total or partial liquidation, reorganization, composition, arrangement or adjustment of BBB or its securities (whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation or receivership proceedings, or upon as assignment for the benefit of creditors, or any other marshalling of the assets and liabilities of BBB or otherwise), CCC and DDD shall be entitled to receive payment in full in cash of all amounts due or to become due in respect of the Senior Indebteness before any payment is made pursuant to the terms of this Agreement or the Loan Documents.

(b) For a period, commencing on the date on which EEE receives from CCC or DDD notice that an Event of Default (as defined in the CCC Facility or the DDD Facility, as the case may be) has occurred and ending on the date on which such Event of Default has been cured, no payment shall be made to AAA pursuant to the terms of this Agreement or the Loan Documents.

(c) AAA or any subsequent holder of this Note, by its acceptance of this Note, agrees that during any Payment Blockage Period, it will not ask, demand, sue for, take or receive from BBB, by set-off or in any other manner, any money which may now or hereafter be owing by BBB under this Note.

SECTION 8 MISCELLANEOUS

8.1 Notices. Any notice required to be given by either party to the other shall be deemed given if in writing and actually delivered by an overnight courier of national repute or deposited in the United States mail in registered or certified form with return receipt requested, postage paid, addressed to the notified party at:

8.2 Survival of Representation.  All covenants, agreements,  representations and warranties made herein and in the Loan Documents shall survive the execution of this Agreement, and the execution and delivery to AAA of the Note, and shall continue in full force and effect so long as any obligation of BBB created hereunder is outstanding and unpaid.

8.3 Effect of Delay.  Neither any failure nor any delay on the part of AAA in exercising any right, power or privilege hereunder or under the Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any other right, power or privelege.

8.4 Modification and Waivers. No modification or waiver of any provision of this Agreement nor consent to any departure by BBB therefrom shall in any event be effective unless the same shall be in writing and signed by AAA, and such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on BBB in any case shall thereby entitle it to any other or further notice or demand in the same, similar or other circumstances.

8.5 Disclaimer. AAA shall incur no liability to BBB in acting upon any advice received by AAA, whether oral or written, which AAA believes in good faith to have been given by an officer or other person authorized or act on behalf of BBB or in otherwise acting in good faith under this Agreement.

8.6 Remedies Cumulative. Any rights or remedies of AAA hereunder, or under any other writing shall be cumulative and in addition to every other right or remedy contained therein or herein, now in existence or existing hereafter, at law or in equity, by statute or otherwise. Upon the occurrence of an Event of Default, AAA, may proceed to enforce any of its rights and remedies against BBB, or against any collateral given as security for the obligations of BBB, and AAA may enforce such rights and remedies simultaneously, or in such order and at such time, or from time to time, as AAA, in its sole discretion shall determine.

8.7 Application of Payments. Payments received by AAA from BBB, whether direct or otherwise, shall be applied first against expenses, next against interest accrued on the Loan, and next in reduction of the outstanding principal balance of the Loan, except that during the continuance of any Event of Default, AAA may apply such payments in any order of priority determined by AAA in its exclusive judgment.

8.8 Construction. This Agreement shall be governed, and construed in accordance with the laws of the State of _________, regardless of the laws that might otherwise govern under the applicable principles of conflicts of law thereof.

8.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute but one instrument, and shall become effective when copies hereof, when taken together, bear the signatures of AAA and BBB.

8.10 Severability of Provisions. Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such unenforceablity, without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

8.11 Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

8.12 Successors and Assigns: Assignment. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, except that BBB shall not have the right to assign its rights hereunder or any interest herein. AAA may assign or otherwise transfer its rights and obligations hereunder to any person or entity, and such other person or entity shall thereon become vested with all the benefits in respect thereof granted to AAA herein or otherwise.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.