Sample Business Contracts

Business Loan Agreement - SheerVision Inc. and Vineyard Bank

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                             BUSINESS LOAN AGREEMENT

Principal      Loan Date    Maturity      Loan No      Call/Coll   Account   Officer   Initials
$300,000.00   12-07-2005   01-15-2007   0412821880            98    128218     601

  References in the shaded area are for Lender's use only and do not limit the
          applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.

Borrower: SHEER VISION, INC.                        Lender: Vineyard Bank
          4030 Palos Verdes Drive North, Suite 104          Diamond Bar
          Rolling Hills, CA 90274                           1200 S. Diamond Bar Boulevard
                                                            Diamond Bar, CA 91765


THIS BUSINESS LOAN AGREEMENT dated December 7, 2005, is made and executed
between SHEER VISION, INC. ("Borrower") and Vineyard Bank ("Lender") on the
following terms and conditions. Borrower has received prior commercial loans
from Lender or has applied to Lender for a commercial loan or loans or other
financial accommodations, including those which may be described on any exhibit
or schedule attached to this Agreement ("Loan"). Borrower understands and agrees
that: (A) in granting, renewing, or extending any Loan, Lender is relying upon
Borrower's representations, warranties, and agreements as set forth in this
Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all
times shall be subject to Lender's sole judgment and discretion; and (C) all
such Loans shall be and remain subject to the terms and conditions of this

TERM. This Agreement shall be effective as of December 7, 2005, and shall
continue in full force and effect until such time as all of Borrower's Loans in
favor of Lender have been paid in full, including principal, interest, costs,
expenses, attorneys' fees, and other fees and charges, or until such time as the
parties may agree in writing to terminate this Agreement.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

      LOAN DOCUMENTS. Borrower shall provide to Lender the following documents
      for the Loan: (1) the Note; (2) Security Agreements granting to Lender
      security interests in the Collateral; (3) financing statements and all
      other documents perfecting Lender's Security Interests; (4) evidence of
      insurance as required below; (5) guaranties; (6) subordinations; (7)
      together with all such Related Documents as Lender may require for the
      Loan; all in form and substance satisfactory to Lender and Lender's

      BORROWER'S AUTHORIZATION. Borrower shall have provided in form and
      substance satisfactory to Lender properly certified resolutions, duly
      authorizing the execution and delivery of this Agreement, the Note and the
      Related Documents. In addition, Borrower shall have provided such other
      resolutions, authorizations, documents and instruments as Lender or its
      counsel, may require.

      PAYMENT OF FEES AND EXPENSES. Borrower shall have paid to Lender all fees,
      charges, and other expenses which are then due and payable as specified in
      this Agreement or any Related Document.

      REPRESENTATIONS AND WARRANTIES. The representations and warranties set
      forth in this Agreement, in the Related Documents, and in any document or
      certificate delivered to Lender under this Agreement are true and correct.

      NO EVENT OF DEFAULT. There shall not exist at the time of any Advance a
      condition which would constitute an Event of Default under this Agreement
      or under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

      ORGANIZATION. Borrower is a corporation for profit which is, and at all
      times shall be, duly organized, validly existing, and in good standing
      under and by virtue of the laws of the State of California Borrower has
      the full power and authority to own its properties and to transact the
      business in which it is presently engaged or presently proposes to engage.
      Borrower maintains an office at 4030 Palos Verdes Drive North, Suite 104,
      Rolling Hills, CA 90274. Unless Borrower has designated otherwise in
      writing, the principal office is the office at which Borrower keeps its
      books and records including its records concerning the Collateral.
      Borrower will notify Lender prior to any change in the location of
      Borrower's state of organization or any change in Borrower's name.
      Borrower shall do all things necessary to preserve and to keep in full
      force and effect its existence, rights and privileges, and shall comply
      with all regulations, rules, ordinances, statutes, orders and decrees of
      any governmental or quasi-governmental authority or court applicable to
      Borrower and Borrower's business activities.

      ASSUMED BUSINESS NAMES. Borrower has filed or recorded all documents or
      filings required by law relating to all assumed business names used by
      Borrower. Excluding the name of Borrower, the following is a complete list
      of all assumed business names under which Borrower does business: NONE.

      AUTHORIZATION. Borrower's execution, delivery, and performance of this
      Agreement and all the Related Documents have been duly authorized by all
      necessary action by Borrower and do not conflict with, result in a
      violation of, or constitute a default under (1) any provision of (a)
      Borrower's articles of incorporation or organization, or bylaws, or (b)
      any agreement or other instrument binding upon Borrower or (2) any law,
      governmental regulation, court decree, or order applicable to Borrower or
      to Borrower's properties.

      FINANCIAL INFORMATION. Each of Borrower's financial statements supplied to
      Lender truly and completely disclosed Borrower's financial condition as of
      the date of the statement, and there has been no material adverse change
      in Borrower's financial condition subsequent to the date of the most
      recent financial statement supplied to Lender. Borrower has no material
      contingent obligations except as disclosed in such financial statements.

      LEGAL EFFECT. This Agreement constitutes, and any instrument or agreement
      Borrower is required to give under this Agreement when delivered will
      constitute legal, valid, and binding obligations of Borrower enforceable
      against Borrower in accordance with their respective terms.

      PROPERTIES. Except as contemplated by this Agreement or as previously
      disclosed in Borrower's financial statements or in writing to Lender and
      as accepted by Lender, and except for property tax liens for taxes not
      presently due and payable, Borrower owns and has good title to all of
      Borrower's properties free and clear of all Security Interests, and has
      not executed any security documents or financing statements relating to
      such properties. All of Borrower's properties are titled in Borrower's
      legal name, and Borrower has not used or filed a financing statement under
      any other name for at least the last five (5) years.

      HAZARDOUS SUBSTANCES. Except as disclosed to and acknowledged by Lender in
      writing, Borrower represents and warrants that: (1) During the period of
      Borrower's ownership of the Collateral, there has been no use, generation,
      manufacture, storage, treatment, disposal, release or threatened release
      of any Hazardous Substance by any person on, under, about or from any of
      the Collateral. (2) Borrower has no knowledge of, or reason to believe
      that there has been (a) any breach or violation of any Environmental Laws;
      (b) any use, generation, manufacture, storage, treatment, disposal,
      release or threatened release of any Hazardous Substance on, under, about
      or from the Collateral by any prior owners or occupants of any of the
      Collateral; or (c) any actual or threatened litigation or claims of any
      kind by any person relating to such matters. (3) Neither Borrower nor any
      tenant, contractor, agent or other authorized user of any of the
      Collateral shall use generate manufacture, store, treat,


                             BUSINESS LOAN AGREEMENT
Loan No: 0412821880                (Continued)                            Page 2

      dispose of or release any Hazardous Substance on, under, about or from any
      of the Collateral; and any such activity shall be conducted in compliance
      with all applicable federal, state, and local laws, regulations, and
      ordinances, including without limitation all Environmental Laws. Borrower
      authorizes Lender and its agents to enter upon the Collateral to make such
      inspections and tests as Lender may deem appropriate to determine
      compliance of the Collateral with this section of the Agreement. Any
      inspections or tests made by Lender shall be at Borrower's expense and for
      Lender's purposes only and shall not be construed to create any
      responsibility or liability on the part of Lender to Borrower or to any
      other person. The representations and warranties contained herein are
      based on Borrower's due diligence in investigating the Collateral for
      hazardous waste and Hazardous Substances. Borrower hereby (1) releases and
      waives any future claims against Lender for indemnity or contribution in
      the event Borrower becomes liable for cleanup or other costs under any
      such laws, and (2) agrees to indemnify and hold harmless Lender against
      any and all claims, losses, liabilities, damages, penalties, and expenses
      which Lender may directly or indirectly sustain or suffer resulting from a
      breach of this section of the Agreement or as a consequence of any use,
      generation, manufacture, storage, disposal, release or threatened release
      of a hazardous waste or substance on the Collateral. The provisions of
      this section of the Agreement, including the obligation to indemnify,
      shall survive the payment of the Indebtedness and the termination,
      expiration or satisfaction of this Agreement and shall not be affected by
      Lender's acquisition of any interest in any of the Collateral, whether by
      foreclosure or otherwise.

      LITIGATION AND CLAIMS. No litigation, claim, investigation, administrative
      proceeding or similar action (including those for unpaid taxes) against
      Borrower is pending or threatened, and no other event has occurred which
      may materially adversely affect Borrower's financial condition or
      properties, other than litigation, claims, or other events, if any, that
      have been disclosed to and acknowledged by Lender in writing.

      TAXES. To the best of Borrower's knowledge, all of Borrower's tax returns
      and reports that are or were required to be filed. have been filed, and
      all taxes, assessments and other governmental charges have been paid in
      full, except those presently being or to be contested by Borrower in good
      faith in the ordinary course of business and for which adequate reserves
      have been provided.

      LIEN PRIORITY. Unless otherwise previously disclosed to Lender in writing.
      Borrower has not entered into or granted any Security Agreements, or
      permitted the filing or attachment of any Security Interests on or
      affecting any of the Collateral directly or indirectly securing repayment
      of Borrower's Loan and Note, that would be prior or that may in any way be
      superior to Lender's Security Interests and rights in and to such

      BINDING EFFECT. This Agreement, the Note, all Security Agreements (if
      any), and all Related Documents are binding upon the signers thereof, as
      well as upon their successors, representatives and assigns, and are
      legally enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

      NOTICES OF CLAIMS AND LITIGATION. Promptly inform Lender in writing of (1)
      all material adverse changes in Borrower's financial condition, and (2)
      all existing and all threatened litigation, claims, investigations,
      administrative proceedings or similar actions affecting Borrower or any
      Guarantor which could materially affect the financial condition of
      Borrower or the financial condition of any Guarantor.

      FINANCIAL RECORDS. Maintain its books and records in accordance with GAAP,
      applied on a consistent basis, and permit Lender to examine and audit
      Borrower's books and records at all reasonable times.

      FINANCIAL STATEMENTS. Furnish Lender with the following:

            ANNUAL STATEMENTS. As soon as available, but in no event later than
            ninety (90) days after the end of each fiscal year, Borrower's
            balance sheet and income statement for the year ended, compiled by a
            certified public accountant satisfactory to Lender.

            TAX RETURNS. As soon as available, but in no event later than thirty
            (30) days after the applicable filing date for the tax reporting
            period ended, Federal and other governmental tax returns, prepared
            by a tax professional satisfactory to Lender.

            Guarantors' annual, signed and dated financial statement to be
            submitted within ninety (90) days of each year end.

            Guarantors' annual tax returns, including all K-1 schedules to be
            submitted no later than thirty (30) days after filing, or in the
            case of extensions (copies also to be provided), no later than six
            (6) months after first filing due date.

            Tangible Net Worth Maintain minimum Tangible Net Worth of not less
            than $450,000.00 measured at each fiscal year end.

            Tangible Net Worth Requirements are based on Tangible Net Worth plus
            subordinated debt.

      All financial reports required to be provided under this Agreement shall
      be prepared in accordance with GAAP, applied on a consistent basis, and
      certified by Borrower as being true and correct.

      ADDITIONAL INFORMATION. Furnish such additional information and
      statements, as Lender may request from time to time.

      INSURANCE. Maintain fire and other risk insurance, public liability
      insurance, and such other insurance as Lender may require with respect to
      Borrower's properties and operations, in form, amounts, coverages and with
      insurance companies acceptable to Lender. Borrower, upon request of
      Lender, will deliver to Lender from time to time the policies or
      certificates of insurance in form satisfactory to Lender, including
      stipulations that coverages will not be cancelled or diminished without at
      least ten (10) days prior written notice to Lender. Each insurance policy
      also shall include an endorsement providing that coverage in favor of
      Lender will not be impaired in any way by any act, omission or default of
      Borrower or any other person. In connection with all policies covering
      assets in which Lender holds or is offered a security interest for the
      Loans, Borrower will provide Lender with such lender's loss payable or
      other endorsements as Lender may require.

      INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports on
      each existing insurance policy showing such information as Lender may
      reasonably request, including without limitation the following: (1) the
      name of the insurer; (2) the risks insured; (3) the amount of the policy;
      (4) the properties insured; (5) the then current property values on the
      basis of which insurance has been obtained, and the manner of determining
      those values; and (6) the expiration date of the policy. In addition, upon
      request of Lender (however not more often than annually), Borrower will
      have an independent appraiser satisfactory to Lender determine, as
      applicable, the actual cash value or replacement cost of any Collateral.
      The cost of such appraisal shall be paid by Borrower.

      GUARANTIES. Prior to disbursement of any Loan proceeds, furnish executed
      guaranties of the Loans in favor of Lender, executed by the guarantors
      named below, on Lender's forms, and in the amounts and under the
      conditions set forth in those guaranties.

                   Names of Guarantors               Amounts
                   -------------------               ---------
                   Suzanne Lewsadder                 Unlimited
                   Jeffrey Lewsadder                 Unlimited

      SUBORDINATION. Prior to disbursement of any Loan proceeds, deliver to
      Lender subordination agreements on Lender's forms, executed by Borrower's
      creditors named below, subordinating all of Borrower's indebtedness to
      such creditors, or such lesser amounts as may be agreed to by Lender in
      writing, and any security interests in collateral securing that
      indebtedness to the Loans and security interests of Lender.


                             BUSINESS LOAN AGREEMENT
Loan No: 0412821880                (Continued)                            Page 3

                   Name of Creditor       Total Amount of Debt
                   ----------------       --------------------
                   Orrie Lee Tawes                $  50,000.00
                   Peter Rawlings                 $  75,000.00
                   Kevin Tawes                    $  50,000.00
                   Lori M. Price                  $  50,000.00
                   Lorraine Dipaolo               $ 200,000.00
                   Richard Zorn                   $  50,000.00
                   Barry Garfinkel                $ 100,000.00
                   Edmund Karam                   $  50,000.00
                   Mitchell Kessler               $  50,000.00
                   Marie Carlino                  $  50,000.00
                   Richard Swartz                 $  50,000.00
                   Charles Richardson             $  10,000.00
                   Sanford B. Prater              $  90,000.00
                   Sensus, Llc                    $  75,000.00
                   Cecilia Brancato               $  55,000.00
                   Cecilia Brancato               $  45,000.00
                   Miriam Salmanson               $  50,000.00
                   George Davis                   $  25,000.00
                   Steven Eisenberg               $  25,000.00
                   Robert E. Akeson               $  25,000.00
                   Robert Hludzinski              $  25,000.00

      OTHER AGREEMENTS. Comply with all terms and conditions of all other
      agreements, whether now or hereafter existing, between Borrower and any
      other party and notify Lender immediately in writing of any default in
      connection with any other such agreements.

      LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business
      operations, unless specifically consented to the contrary by Lender in

      TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
      indebtedness and obligations, including without limitation all
      assessments, taxes, governmental charges, levies and liens, of every kind
      and nature, imposed upon Borrower or its properties, income, or profits,
      prior to the date on which penalties would attach, and all lawful claims
      that, if unpaid, might become a lien or charge upon any of Borrower's
      properties, income, or profits.

      PERFORMANCE. Perform and comply, in a timely manner, with all terms,
      conditions, and provisions set forth in this Agreement, in the Related
      Documents, and in all other instruments and agreements between Borrower
      and Lender. Borrower shall notify Lender immediately in writing of any
      default in connection with any agreement.

      OPERATIONS. Maintain executive and management personnel with substantially
      the same qualifications and experience as the present executive and
      management personnel; provide written notice to Lender of any change in
      executive and management personnel: conduct its business affairs in a
      reasonable and prudent manner.

      ENVIRONMENTAL STUDIES. Promptly conduct and complete, at Borrower's
      expense, all such investigations, studies, samplings and testings as may
      be requested by Lender or any governmental authority relative to any
      substance, or any waste or by-product of any substance defined as toxic or
      a hazardous substance under applicable federal, state, or local law, rule,
      regulation, order or directive, at or affecting any property or any
      facility owned, leased or used by Borrower.

      ordinances, and regulations, now or hereafter in effect, of all
      governmental authorities applicable to the conduct of Borrower's
      properties, businesses and operations, and to the use or occupancy of the
      Collateral, including without limitation, the Americans With Disabilities
      Act. Borrower may contest in good faith any such law, ordinance, or
      regulation and withhold compliance during any proceeding, including
      appropriate appeals, so long as Borrower has notified Lender in writing
      prior to doing so and so long as, in Lender's sole opinion, Lender's
      interests in the Collateral are not jeopardized. Lender may require
      Borrower to post adequate security or a surety bond, reasonably
      satisfactory to Lender, to protect Lender's interest.

      INSPECTION. Permit employees or agents of Lender at any reasonable time to
      inspect any and all Collateral for the Loan or Loans and Borrower's other
      properties and to examine or audit Borrower's books, accounts, and records
      and to make copies and memoranda of Borrower's books, accounts, and
      records. If Borrower now or at any time hereafter maintains any records
      (including without limitation computer generated records and computer
      software programs for the generation of such records) in the possession of
      a third party, Borrower, upon request of Lender, shall notify such party
      to permit Lender free access to such records at all reasonable times and
      to provide Lender with copies of any records it may request, all at
      Borrower's expense.

      ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all
      respects with any and all Environmental Laws; not cause or permit to
      exist, as a result of an intentional or unintentional action or omission
      on Borrower's part or on the part of any third party, on property owned
      and/or occupied by Borrower, any environmental activity where damage may
      result to the environment, unless such environmental activity is pursuant
      to and in compliance with the conditions of a permit issued by the
      appropriate federal, state or local governmental authorities; shall
      furnish to Lender promptly and in any event within thirty (30) days after
      receipt thereof a copy of any notice, summons, lien, citation, directive,
      letter or other communication from any governmental agency or
      instrumentality concerning any intentional or unintentional action or
      omission on Borrower's part in connection with any environmental activity
      whether or not there is damage to the environment and/or other natural

      ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such promissory
      notes, mortgages, deeds of trust, security agreements, assignments,
      financing statements, instruments, documents and other agreements as
      Lender or its attorneys may reasonably request to evidence and secure the
      Loans and to perfect all Security Interests.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related
Documents, Lender on Borrower's behalf may (but will not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on any Collateral and paying all
costs for insuring, maintaining and preserving any Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Borrower. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand;
(B) be added to the balance of the Note and be apportioned among and be payable
with any installment payments to become due during either (1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note's


                             BUSINESS LOAN AGREEMENT
Loan No: 0412821880                (Continued)                            Page 4

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse
change in Borrower's financial condition, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.

DEFAULT. Each of the following shall constitute an Event of Default under this

      PAYMENT DEFAULT. Borrower fails to make any payment when due under the

      OTHER DEFAULTS. Borrower fails to comply with or to perform any other
      term, obligation, covenant or condition contained in this Agreement or in
      any of the Related Documents or to comply with or to perform any term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Borrower.

      DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults under
      any loan, extension of credit, security agreement, purchase or sales
      agreement, or any other agreement, in favor of any other creditor or
      person that may materially affect any of Borrower's or any Grantor's
      property or Borrower's or any Grantor's ability to repay the Loans or
      perform their respective obligations under this Agreement or any of the
      Related Documents.

      FALSE STATEMENTS. Any warranty, representation or statement made or
      furnished to Lender by Borrower or on Borrower's behalf under this
      Agreement or the Related Documents is false or misleading in any material
      respect, either now or at the time made or furnished or becomes false or
      misleading at any time thereafter.

      INSOLVENCY. The dissolution or termination of Borrower's existence as a
      going business, the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's property, any assignment for the benefit of
      creditors, any type of creditor workout, or the commencement of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.

      DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related
      Documents ceases to be in full force and effect (including failure of any
      collateral document to create a valid and perfected security interest or
      lien) at any time and for any reason.

      CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
      forfeiture proceedings, whether by judicial proceeding, self-help,
      repossession or any other method, by any creditor of Borrower or by any
      governmental agency against any collateral securing the Loan. This
      includes a garnishment of any of Borrower's accounts, including deposit
      accounts, with Lender. However, this Event of Default shall not apply if
      there is a good faith dispute by Borrower as to the validity or
      reasonableness of the claim which is the basis of the creditor or
      forfeiture proceeding and if Borrower gives Lender written notice of the
      creditor or forfeiture proceeding and deposits with Lender monies or a
      surety bond for the creditor or forfeiture proceeding, in an amount
      determined by Lender, in its sole discretion, as being an adequate reserve
      or bond for the dispute.

      EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
      respect to any Guarantor of any of the Indebtedness or any Guarantor dies
      or becomes incompetent, or revokes or disputes the validity of, or
      liability under, any Guaranty of the Indebtedness. In the event of a
      death, Lender, at its option, may, but shall not be required to, permit
      the Guarantor's estate to assume unconditionally the obligations arising
      under the guaranty in a manner satisfactory to Lender, and, in doing so,
      cure any Event of Default.

      CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%)
      or more of the common stock of Borrower.

      ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
      condition, or Lender believes the prospect of payment or performance of
      the Loan is impaired.

      RIGHT TO CURE. If any default, other than a default on Indebtedness, is
      curable and if Borrower or Grantor, as the case may be, has not been given
      a notice of a similar default within the preceding twelve (12) months, it
      may be cured if Borrower or Grantor, as the case may be, after receiving
      written notice from Lender demanding cure of such default: (1) cure the
      default within fifteen (15) days; or (2) if the cure requires more than
      fifteen (15) days, immediately initiate steps which Lender deems in
      Lender's sole discretion to be sufficient to cure the default and
      thereafter continue and complete all reasonable and necessary steps
      sufficient to produce compliance as soon as reasonably practical.

 EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except
 where otherwise provided in this Agreement or the Related Documents, all
 commitments and obligations of Lender under this Agreement or the Related
 Documents or any other agreement immediately will terminate (including any
 obligation to make further Loan Advances or disbursements), and, at Lender's
 option, all Indebtedness immediately will become due and payable, all without
 notice of any kind to Borrower, except that in the case of an Event of Default
 of the type described in the "Insolvency" subsection above, such acceleration
 shall be automatic and not optional. In addition, Lender shall have all the
 rights and remedies provided in the Related Documents or available at law, in
 equity, or otherwise. Except as may be prohibited by applicable law, all of
 Lender's rights and remedies shall be cumulative and may be exercised
 singularly or concurrently. Election by Lender to pursue any remedy shall not
 exclude pursuit of any other remedy, and an election to make expenditures or to
 take action to perform an obligation of Borrower or of any Grantor shall not
 affect Lender's right to declare a default and to exercise its rights and

 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
 this Agreement:

      AMENDMENTS. This Agreement, together with any Related Documents,
      constitutes the entire understanding and agreement of the parties as to
      the matters set forth in this Agreement. No alteration of or amendment to
      this Agreement shall be effective unless given in writing and signed by
      the party or parties sought to be charged or bound by the alteration or

      ARBITRATION. Lender and Borrower agree that all disputes, claims and
      controversies between them whether individual, joint, or class in nature,
      arising from this Agreement or otherwise, including without limitation
      contract and tort disputes, shall be arbitrated pursuant to the financial
      services rules of Endispute, Inc., d/b/a J.A.M.S/ENDISPUTE or its
      successor in effect at the time the claim is filed, upon request of either
      party. No act to take or dispose of any Collateral shall constitute a
      waiver of this arbitration agreement or be prohibited by this arbitration
      agreement. This includes, without limitation, obtaining injunctive relief
      or a temporary restraining order; invoking a power of sale under any deed
      of trust or mortgage; obtaining a writ of attachment or imposition of a
      receiver; or exercising any rights relating to personal property,
      including taking or disposing of such property with or without judicial
      process pursuant Article 9 of the Uniform Commercial Code. Any disputes,
      claims, or controversies concerning the lawfulness or reasonableness of
      any act, or exercise of any right, concerning any Collateral, including
      any claim to rescind, reform, or otherwise modify any agreement relating
      to the Collateral, shall also be arbitrated, provided however that no
      arbitrator shall have the right or the power to enjoin or restrain any act
      of any party. Borrower and Lender agree that in the event of an action for
      judicial foreclosure pursuant to California Code of Civil Procedure


                             BUSINESS LOAN AGREEMENT
Loan No: 0412821880                (Continued)                            Page 5

      Section 726, or any similar provision in any other state, the commencement
      of such an action will not constitute a waiver of the right to arbitrate
      and the court shall refer to arbitration as much of such action, including
      counterclaims, as lawfully may be referred to arbitration. Judgment upon
      any award rendered by any arbitrator may be entered in any court having
      jurisdiction. Nothing in this Agreement shall preclude any party from
      seeking equitable relief from a court of competent jurisdiction. The
      statute of limitations, estoppel, waiver, laches, and similar doctrines
      which would otherwise be applicable in an action brought by a party shall
      be applicable in any arbitration proceeding, and the commencement of an
      arbitration proceeding shall be deemed the commencement of an action for
      these purposes. The Federal Arbitration Act shall apply to the
      construction, interpretation, and enforcement of this arbitration

      ATTORNEYS' FEES; EXPENSES. Borrower agrees to pay upon demand all of
      Lender's costs and expenses, including Lender's attorneys' fees and
      Lender's legal expenses, incurred in connection with the enforcement of
      this Agreement. Lender may hire or pay someone else to help enforce this
      Agreement, and Borrower shall pay the costs and expenses of such
      enforcement. Costs and expenses include Lender's attorneys' fees and legal
      expenses whether or not there is a lawsuit, including attorneys' fees and
      legal expenses for bankruptcy proceedings (including efforts to modify or
      vacate any automatic stay or injunction), appeals, and any anticipated
      post-judgment collection services. Borrower also shall pay all court costs
      and such additional fees as may be directed by the court.

      CAPTION HEADINGS. Caption headings in this Agreement are for convenience
      purposes only and are not to be used to interpret or define the provisions
      of this Agreement.

      CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's
      sale or transfer, whether now or later, of one or more participation
      interests in the Loan to one or more purchasers, whether related or
      unrelated to Lender. Lender may provide, without any limitation
      whatsoever, to any one or more purchasers. or potential purchasers, any
      information or knowledge Lender may have about Borrower or about any other
      matter relating to the Loan, and Borrower hereby waives any rights to
      privacy Borrower may have with respect to such matters. Borrower
      additionally waives any and all notices of sale of participation
      interests, as well as all notices of any repurchase of such participation
      interests. Borrower also agrees that the purchasers of any such
      participation interests will be considered as the absolute owners of such
      interests in the Loan and will have all the rights granted under the
      participation agreement or agreements governing the sale of such
      participation interests. Borrower further waives all rights of offset or
      counterclaim that it may have now or later against Lender or against any
      purchaser of such a participation interest and unconditionally agrees that
      either Lender or such purchaser may enforce Borrower's obligation under
      the Loan irrespective of the failure or insolvency of any holder of any
      interest in the Loan. Borrower further agrees that the purchaser of any
      such participation interests may enforce its interests irrespective of any
      personal claims or defenses that Borrower may have against Lender.

      GOVERNING LAW. This Agreement will be governed by federal law applicable
      to Lender and, to the extent not preempted by federal law, the laws of the
      State of California without regard to its conflicts of law provisions.
      This Agreement has been accepted by Lender in the State of California.

      NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights
      under this Agreement unless such waiver is given in writing and signed by
      Lender. No delay or omission on the part of Lender in exercising any right
      shall operate as a waiver of such right or any other right. A waiver by
      Lender of a provision of this Agreement shall not prejudice or constitute
      a waiver of Lender's right otherwise to demand strict compliance with that
      provision or any other provision of this Agreement. No prior waiver by
      Lender, nor any course of dealing between Lender and Borrower, or between
      Lender and any Grantor, shall constitute a waiver of any of Lender's
      rights or of any of Borrower's or any Grantor's obligations as to any
      future transactions. Whenever the consent of Lender is required under this
      Agreement, the granting of such consent by Lender in any instance shall
      not constitute continuing consent to subsequent instances where such
      consent is required and in all cases such consent may be granted or
      withheld in the sole discretion of Lender.

      NOTICES. Any notice required to be given under this Agreement shall be
      given in writing, and shall be effective when actually delivered, when
      actually received by telefacsimile (unless otherwise required by law),
      when deposited with a nationally recognized overnight courier, or, if
      mailed, when deposited in the United States mail, as first class,
      certified or registered mail postage prepaid, directed to the addresses
      shown near the beginning of this Agreement. Any party may change its
      address for notices under this Agreement by giving formal written notice
      to the other parties, specifying that the purpose of the notice is to
      change the party's address. For notice purposes, Borrower agrees to keep
      Lender informed at all times of Borrower's current address. Unless
      otherwise provided or required by law, if there is more than one Borrower,
      any notice given by Lender to any Borrower is deemed to be notice given to
      all Borrowers.

      SEVERABILITY. If a court of competent jurisdiction finds any provision of
      this Agreement to be illegal, invalid, or unenforceable as to any
      circumstance, that finding shall not make the offending provision illegal,
      invalid, or unenforceable as to any other circumstance. If feasible, the
      offending provision shall be considered modified so that it becomes legal,
      valid and enforceable. If the offending provision cannot be so modified,
      it shall be considered deleted from this Agreement. Unless otherwise
      required by law, the illegality, invalidity, or unenforceability of any
      provision of this Agreement shall not affect the legality, validity or
      enforceability of any other provision of this Agreement.

      SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of any
      provisions of this Agreement makes it appropriate, including without
      limitation any representation, warranty or covenant, the word "Borrower"
      as used in this Agreement shall include all of Borrower's subsidiaries and
      affiliates. Notwithstanding the foregoing however, under no circumstances
      shall this Agreement be construed to require Lender to make any Loan or
      other financial accommodation to any of Borrower's subsidiaries or

      SUCCESSORS AND ASSIGNS. All covenants and agreements by or on behalf of
      Borrower contained in this Agreement or any Related Documents shall bind
      Borrower's successors and assigns and shall inure to the benefit of Lender
      and its successors and assigns. Borrower shall not, however, have the
      right to assign Borrower's rights under this Agreement or any interest
      therein, without the prior written consent of Lender.

      agrees that in extending Loan Advances, Lender is relying on all
      representations, warranties, and covenants made by Borrower in this
      Agreement or in any certificate or other instrument delivered by Borrower
      to Lender under this Agreement or the Related Documents. Borrower further
      agrees that regardless of any investigation made by Lender, all such
      representations, warranties and covenants will survive the extension of
      Loan Advances and delivery to Lender of the Related Documents, shall be
      continuing in nature, shall be deemed made and redated by Borrower at the
      time each Loan Advance is made, and shall remain in full force and effect
      until such time as Borrower's Indebtedness shall be paid in full, or until
      this Agreement shall be terminated in the manner provided above, whichever
      is the last to occur.

      TIME IS OF THE ESSENCE. Time is of the essence in the performance of this

      WAIVE JURY. All parties to this Agreement hereby waive the right to any
      jury trial in any action, proceeding, or counterclaim brought by any party
      against any other party.

 DEFINITIONS. The following capitalized words and terms shall have the following
 meanings when used in this Agreement. Unless specifically stated to the
 contrary, all references to dollar amounts shall mean amounts in lawful money
 of the United States of America. Words and terms used in the singular shall
 include the plural, and the plural shall include the singular, as the context
 may require. Words and terms not otherwise defined in this Agreement shall have
 the meanings attributed to such terms in the Uniform Commercial Code.
 Accounting words and terms not otherwise defined in this Agreement shall have
 the meanings assigned to them in accordance with generally accepted accounting
 principles as in effect on the date of this Agreement:


                             BUSINESS LOAN AGREEMENT
Loan No: 0412821880                (Continued)                            Page 6

      ADVANCE. The word "Advance" means a disbursement of Loan funds made, or to
      be made, to Borrower or on Borrower's behalf on a line of credit or
      multiple advance basis under the terms and conditions of this Agreement.

      AGREEMENT. The word "Agreement" means this Business Loan Agreement, as
      this Business Loan Agreement may be amended or modified from time to time,
      together with all exhibits and schedules attached to this Business Loan
      Agreement from time to time.

      BORROWER. The word "Borrower" means SHEER VISION, INC. and includes all
      co-signers and co-makers signing the Note.

      COLLATERAL. The word "Collateral" means all property and assets granted as
      collateral security for a Loan, whether real or personal property, whether
      granted directly or indirectly, whether granted now or in the future, and
      whether granted in the form of a security interest, mortgage, collateral
      mortgage, deed of trust, assignment, pledge, crop pledge, chattel
      mortgage, collateral chattel mortgage, chattel trust, factor's lien,
      equipment trust, conditional sale, trust receipt, lien, charge, lien or
      title retention contract, lease or consignment intended as a security
      device, or any other security or lien interest whatsoever, whether created
      by law, contract, or otherwise.

      ENVIRONMENTAL LAWS. The words "Environmental Laws" mean any and all state,
      federal and local statutes, regulations and ordinances relating to the
      protection of human health or the environment, including without
      limitation the Comprehensive Environmental Response, Compensation, and
      Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
      ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub.
      L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49
      U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act,
      42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20
      of the California Health and Safety Code, Section 25100, et seq., or other
      applicable state or federal laws, rules, or regulations adopted pursuant

      EVENT OF DEFAULT. The words "Event of Default" mean any of the events of
      default set forth in this Agreement in the default section of this

      GAAP. The word "GAAP" means generally accepted accounting principles.

      GRANTOR. The word "Grantor" means each and all of the persons or entities
      granting a Security Interest in any Collateral for the Loan, including
      without limitation all Borrowers granting such a Security Interest.

      GUARANTOR. The word "Guarantor" means any guarantor, surety, or
      accommodation party of any or all of the Loan.

      GUARANTY. The word "Guaranty" means the guaranty from Guarantor to Lender,
      including without limitation a guaranty of all or part of the Note.

      HAZARDOUS SUBSTANCES. The words "Hazardous Substances" mean materials
      that, because of their quantity, concentration or physical, chemical or
      infectious characteristics, may cause or pose a present or potential
      hazard to human health or the environment when improperly used, treated,
      stored, disposed of, generated, manufactured, transported or otherwise
      handled. The words "Hazardous Substances" are used in their very broadest
      sense and include without limitation any and all hazardous or toxic
      substances, materials or waste as defined by or listed under the
      Environmental Laws. The term "Hazardous Substances" also includes, without
      limitation, petroleum and petroleum by-products or any fraction thereof
      and asbestos.

      INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
      the Note or Related Documents, including all principal and interest
      together with all other indebtedness and costs and expenses for which
      Borrower is responsible under this Agreement or under any of the Related

      LENDER. The word "Lender" means Vineyard Bank, its successors and assigns.

      LOAN. The word "Loan" means any and all loans and financial accommodations
      from Lender to Borrower whether now or hereafter existing, and however
      evidenced, including without limitation those loans and financial
      accommodations described herein or described on any exhibit or schedule
      attached to this Agreement from time to time.

      NOTE. The word "Note" means and includes without limitation all of
      Borrower s promissory notes and/or credit agreements evidencing Borrower s
      loan obligations in favor of Lender, together with all renewals of,
      extensions of, modifications of, refinancings of, consolidations of and
      substitutions for promissory notes or credit agreements.

      RELATED DOCUMENTS. The words "Related Documents" mean all promissory
      notes, credit agreements, loan agreements, environmental agreements,
      guaranties, security agreements, mortgages, deeds of trust, security
      deeds, collateral mortgages, and all other instruments, agreements and
      documents, whether now or hereafter existing, executed in connection with
      the Loan.

      SECURITY AGREEMENT. The words "Security Agreement" mean and include
      without limitation any agreements, promises, covenants, arrangements,
      understandings or other agreements, whether created by law, contract, or
      otherwise, evidencing, governing, representing, or creating a Security

      SECURITY INTEREST. The words "Security Interest" mean, without limitation,
      any and all types of collateral security, present and future, whether in
      the form of a lien, charge, encumbrance, mortgage, deed of trust, security
      deed, assignment, pledge, crop pledge, chattel mortgage, collateral
      chattel mortgage, chattel trust, factor's lien, equipment trust,
      conditional sale, trust receipt, lien or title retention contract, lease
      or consignment intended as a security device, or any other security or
      lien interest whatsoever whether created by law, contract, or otherwise.




By: /s/ Suzanne Lewsadder
    Suzanne Lewsadder, President of SHEER VISION,


                             BUSINESS LOAN AGREEMENT
Loan No: 0412821880                (Continued)                            Page 7



By: /s/[illegible]
    Authorized Signer

   LASER PRO Lending, Ver. Copr. Harland Financial Solutions, Inc.
   1997, 2005. All Rights Reserved. - CA F:\LPRO\CFI\LPL\C40.FC TR-4637 PR-26